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corresp

August 11, 2005

VIA EDGAR & HAND DELIVERY

Jeffrey B. Werbitt, Esq.

Office of Mergers & Acquisitions

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549-0303

              Re:

    D&K Healthcare Resources, Inc.

Schedule TO-T filed by Spirit Acquisition and McKesson Corporation

Filed on July 22, 2005

File No. 005-43656

Dear Mr. Werbitt:

     On behalf of McKesson Corporation, a Delaware corporation ( “Parent”), and Spirit Acquisition
Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), we have
electronically transmitted under separate cover Amendment No. 1 to the Tender Offer Statement on
Schedule TO-T (File No. 005-43656), filed with the Securities and Exchange Commission (the
“Commission”) on July 22, 2005 (the “Schedule TO “). The changes reflected in Amendment No. 1 to
the Schedule TO include those made in response to the comments of the Staff of the Securities and
Exchange Commission (the “Staff”) set forth in the Staff’s comment letter, dated August 8, 2005.

     Set forth below are Parent and Purchaser’s responses to the comments raised in your letter.
To facilitate the Staff’s review, we have provided Parent and Purchaser’s responses in ordinary
type beneath the corresponding Staff comment, which appear in bold type.

    Terms of the Offer: Expiration Date, page 4

    1.

    We note that if the purchaser delays its purchase of or payment for shares,
then the depository may retain tendered shares and the shares may not be withdrawn.
Please note that purchase and payment may only be delayed in certain particular
circumstances. You may only delay payment in anticipation of required governmental
regulatory approvals, not to effect general legal compliance. Also, you may not delay
payment while you wait to satisfy all offer conditions. In this regard, your
conditions must be satisfied or waived as of the expiration of the offer. Please
revise your disclosure here and throughout your offer. For example,

Jeffrey B. Werbitt, Esq.

Securities and Exchange Commission

August 11, 2005

Page 2

    you include similar disclosure on pages 9, 10 and in your “Certain Conditions of the
Offer” section on page 33.

    Response:

    Purchaser has revised the disclosure in the sections entitled
“Terms of the Offer;
Expiration Date” and “Certain Conditions of the Offer” in response to the Staff’s
comment.

    2.

    We note that you disclose the circumstances in which you are required to
extend the offer and that you will disseminate additional Offer materials to the
extent required by Rules 14d-4(c), 14d-6(d) and 14e-l under the Exchange Act. Please
revise to also disclose the reporting and dissemination requirements that accompany
your requirement to extend the offer in Rule 14d-4(d).

    Response:

    Purchaser has revised the disclosure in the section entitled
“Terms of the Offer;
Expiration Date” in response to the Staff’s comment.

    Certain United States Federal Income Tax Consequences, page 11

    3.

    Please revise to disclose here and throughout your document that you have
described the material, as opposed to “certain,” tax consequences of the offer.
Further, please eliminate the statements appearing in the first and second paragraphs
that the discussion is included “for general information” only. We believe this
statement may suggest that your security holders may not rely on the description of
material tax consequences included in the offering document.

    Response:

    Purchaser has revised the name of and the disclosures in the Section previously
entitled “Certain United States Federal Tax Consequences” in response to the Staff’s
comment. Purchaser has made corresponding revisions to all cross references to this
Section.

    4.

    Either delete or provide an analysis supporting your reference to Treasury
Department Circular 230. In your analysis, please address why you believe your
disclosure constitutes a “covered opinion.” First, the disclosure is being made by
the filing persons, none of whom, presumably, fall within the definition of “tax
advisor” for purposes of the Circular. Second, it appears that 31 CFR Part 10, §
10.35(b)(2)(n)(B)(3) specifically carves out written advice included in document
required to be filed with the Securities and Exchange Commission.

    Response:

    Purchaser has deleted the reference to Treasury Department Circular 230 in response
to the Staff’s comment. Purchaser has deleted a corresponding
reference in Instruction 9 of the Letter of Transmittal.

Jeffrey B. Werbitt, Esq.

Securities and Exchange Commission

August 11, 2005

Page 3

    Certain Information Concerning D&K — Certain Projections, page 14

    5.

    You disclose projections for 2006 that D&K provided to Parent and Purchaser
during the negotiations leading up to this Offer. Please confirm in your response
letter that these were the only non-public financial forecasts or projections
exchanged. If they were not, include all of such projected information in the offer
materials, or provide your supplemental analysis as to why disclosure of additional
exchanged projections is not required.

    Response:

    Purchaser has revised the disclosure in the section entitled “Certain Information
Concerning D&K — Certain Projections” to include additional projections with respect
to gross profit, interest expense, other income, income before income taxes, income
tax expense, income from operations and EBITDA received from D&K Healthcare
Resources, Inc. (“D&K”). Parent and Purchaser confirm that the projections disclosed
in the Amendment were the only nonpublic financial forecasts or projections exchanged
other than forecasts with respect to these same line items provided by D&K and its
financial advisor to Parent earlier which D&K advised Parent were superseded by the
projections disclosed in the Amendment.

    6.

    Please expand the disclosure in this section to describe all material
assumptions underlying the projections disclosed (and any others you include as a
result of the last comment above).

    Response:

    Purchaser has revised the disclosure in the section entitled “Certain Information
Concerning D&K — Certain Projections” to include one additional assumption in
response to the Staff’s comment.

    7.

    We note that the projections included in this section have not been prepared
in accordance with GAAP. As a result, advise us what consideration you have given to
whether the projections for 2006 fiscal year you have disclosed require additional
disclosure pursuant to Rule 100(a) of Regulation G. To the extent that you disclose
additional projections in response to our comments above, provide the same analysis as
to those figures. We may have additional comments after we review your response.

    Response:

    Purchaser has revised the disclosure in the section entitled “Certain Information
Concerning D&K — Certain Projections” to provide a reconciliation (provided to Parent
and Purchaser by D&K) of the differences between the non-GAAP financial measure
disclosed with the most comparable financial measure calculated in accordance with
GAAP had the projections been historical numbers. Moreover, Parent and Purchaser
respectfully advise the Staff that they do not believe that Regulation G applies to
the

Jeffrey B. Werbitt, Esq.

Securities and Exchange Commission

August 11, 2005

Page 4

    projections for D&K on the basis that those projections were not prepared by Parent
or Purchaser as the registrants subject to Rule 100(a) of Regulation G; instead the
projections were prepared by D&K.

    8.

    We refer you to your disclosure that neither Parent nor Purchaser undertake
any obligation to update or otherwise revise the projections. Please be advised that
you have an obligation to update if there is a material change to the information
contained in your offer document pursuant to Rule 14d-4(d)(l) and 14d-9(c). While we
understand that the projections were prepared by D&K, to the extent that Purchaser or
Parent becomes aware that the projections or the material assumptions underlying them
have materially changed, we believe you may have an obligation to revise the offer
materials to inform D&K shareholders of this fact. Please revise accordingly.

    Response:

    Purchaser has revised the disclosure in the section entitled “Certain Information
Concerning D&K — Certain Projections” in response to the Staff’s comment.

    Certain Information Concerning Purchaser and Parent, page 15

    9.

    We note that McKesson Health Systems and Pharmaceutical Buyers entered into a
prime vendor supply agreement dated July 1, 2002. Please revise to provide a
materially complete description of the relationship, including the material monetary
terms of the agreement. See Item 1005(a) of Regulation M-A.

    Response:

    Purchaser revised the disclosure in the Section entitled “Certain Information
Concerning D&K – Transactions with D&K” in response to the Staff’s comment.

    Background of the Offer, page 17

    10.

    The disclosure in this section indicates that Parent initially submitted an
indication of interest to D&K regarding an offer at a per share price of $16.00. In
the first full paragraph on page 18, you disclose that following Parent’s due
diligence review, Parent informed D&K’s representatives (on
May 31, 2005) that it was
not willing to acquire D&K at $16.00 per share. Although negotiations between the
parties ultimately resulted in a higher per share price than Parent proposed in May
2005, the offer price remains below the originally contemplated $16.00 per share.
Please explain what factor(s) led Parent to reduce the price per share it was willing
to pay in this transaction.

    Response:

    Purchaser has revised the disclosure in the section entitled “Background of the
Offer” in response to the Staff’s comment.

Jeffrey B. Werbitt, Esq.

Securities and Exchange Commission

August 11, 2005

Page 5

    The Merger Agreement, Stockholder Agreement and Other Relevant Agreements, page 20

    11.

    We note your statement that the assertions in the representations and
warranties were made solely for purposes of the contract between McKesson and D&K.
Investors are entitled to rely upon disclosures in your publicly filed documents,
including the merger agreement. Please revise your disclosure to eliminate the
language indicating that the representations and warranties were made “solely” for
purposes of the contract between McKesson and D&K, as it suggests that security
holders may not rely upon the representations and warranties in the Merger Agreement.

    Response:

    Purchaser has revised the disclosure in the section entitled “The Merger Agreement,
Stockholder Agreement and Other Relevant Agreements” in response to the Staff’s
comment.

    12.

    You disclose on page 23 that the representations and warranties “may be
subject to important qualifications and limitations” and that “certain representations
and warranties may not be accurate or complete as of any specified date.” Please be
advised that, notwithstanding the inclusion of a general disclaimer, you are
responsible for considering whether additional specific disclosures of material
information regarding material contractual provisions are required to make the
statements included in your filings not misleading. Please revise your disclosure
accordingly.

    Response:

    Purchaser has revised the disclosure in the section entitled “The Merger Agreement,
Stockholder Agreement and Other Relevant Agreements” in response to the Staff’s
comment. Parent and Purchaser confirm that the disclosure schedules reveal no
material non-public information in the form of a qualification of any representation
or warranty.

    Conditions to the Offer, page 32

    13.

    You disclose that the conditions may be waived by parent and purchaser in
whole or in part and “at any time and from time to time in their reasonable
discretion.” We remind you that conditions must be satisfied or waived as of the
expiration date of the offer. Please confirm your understanding in your response
letter.

    Response:

    Parent and Purchaser hereby confirm their understanding that conditions must be
satisfied or waived as of the expiration date of the offer.

Letter of Transmittal

Jeffrey B. Werbitt, Esq.

Securities and Exchange Commission

August 11, 2005

Page 6

    14.

    We note your request that the security holder acknowledge that they
“understand” certain terms the offer. It is not appropriate to require security
holders to attest to the fact that they “understand” the terms of the offer as such
language may effectively operate as a waiver of liability. Please delete this and
other similar language throughout these materials. To the extent that you have
already circulated the letter of transmittal to security holders, please confirm that
you will not utilize the referenced language set forth in this form as a waiver of
liability against security holders.

    Response:

    Parent and Purchaser respectfully advise the Staff that the Letter of Transmittal
requires the holder to acknowledge that the holder understands that the valid tender
of shares pursuant to the Offer will constitute a binding agreement between the
holder and Purchaser on the terms and subject to the conditions of the Offer. The
creation of a binding agreement is the consequence of the action the holder is being
asked to take in the Offer. Accordingly, Purchaser requires acknowledgement that
such holder understands the consequences of such holder’s action.

     To discuss this letter, or if you have any questions or require any further information with
respect to Amendment No. 1 to the Schedule TO or any other matters relating to this filing, please
call the undersigned at (415) 984-6400.

Very truly yours,

Celeste E. Greene

    cc:

    Ivan D. Meyerson, Esq.

Executive Vice President,

General Counsel and Secretary

McKesson Corporation