SecProbe.io

Mail Stop 6010
Via Facsimile and U.S. Mail

                                                                                                October 5, 2005

Mr. Michael D. DiCandilo
Chief Financial Officer
AmerisourceBergen Corporation
1300 Morris Drive
Chesterbrook, PA  19087-5594

Re:      AmerisourceBergen Corporation
 Form 10-K for September 30, 2004
 Form 10-Q for June 30, 2005
             File No. 1-16671

Dear Mr. DiCandilo:

We have limited our review of your fili ngs to those issues addressed in our
comments.  In our comments, we ask you to provide us with information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for September 30, 2004
Management’s Discussion and Analysis
1. You identify critical accounting pol icies requiring significant estimates
such as supplier reserves and merchandi se inventories. We believe that the
focus of this disclosure should be on the estimate identified as critical
rather than policies.  For each critic al accounting estimate, please provide
us in disclosure-type format manage ment’s analysis of how the estimate
has affected your results of operatio ns for each period presented, and how
the variability that is reasonably like ly to result from application of each

Michae l D. DiCandilo
AmerisourceBergen Corporation
October 5, 2005
Page 2

critical accounting estim ates may affect your future operations.  Refer to
Release 33-8350.
2. Provide us in disclosure-type form at an explanation of how the am ount of
bad debt exp ense is com puted each q uarter and in dicate if the am ount is
computed in a consistent m anner eac h period.  E xplain why m anage ment
believ es the allowance f or doubtful acc ounts is adequate at S eptem ber 30,
2004 and June 30, 2005 when the allowance has decreased while accounts
receivable have increased.  W e note that bad debt expense w as much
lower in each of the six quarters ended March 31, 2005 than in other
recen t quarters.  You dis close recoveries from  two custom ers that had
been written  off as the reason for the d ecline in bad debt expense.  Further
explain if and how those two recoveri es affected six quarters, or m ore
fully explain any other reasons.
3. Please prov ide us a rev ised contract ual obligation  table that in cludes
interest on d ebt becau se we believe that interest is part of that contractual
obligation.

Financial Statem ents
4. You include in revenues sales of  products where you act as an
intermediary and shipm ents from the supplie r dire ctly to custo mers’
warehouses.  Absent any other clarif ying disclosure, these disclosures
could be construed to m ean that you are an agent rather than a principal in
these transactions.  In order to he lp us understand whether you are a
principal or an agent, describe for us the form  of these trans actions and th e
rights and obligations of  the parties involved.  Also, provide us a thorough
analysis of how your presentation of  the gross amount of these product
sales as revenues com plies with EIT F 99-19.  In your response, explicitly
analyze each of the EITF 99-19 indicators for gross reporting and explain
to us why you believe the weight of  these indicators dictate gross
reporting.  As part of, but not in pl ace of, your analysis of the prim ary
obligor indicator, tell us (A) whethe r your custom ers have ever looked to
the supplier for the accept ability of the products purchased, including, bu t
not lim ited to, the quantity, quality, a nd/or return rights of purchased
products, an d (B) if not, what causes th em to look to you for fulfillm ent in
light of the f act th at they appear to have som e level of direct interaction
with the supplier, who is also th e manufacturer of the products they
purchased.  If the indicators in EITF  99-19 dictate gro ss reporting, please
propose revised disclosure that will  clearly and concisely convey to
investors why sales of products in which you act as an interm ediary and

Michae l D. DiCandilo
AmerisourceBergen Corporation
October 5, 2005
Page 3

shipm ents from  the supplier directly  to the custom ers’ warehouse are
recorded on a gross basis.
5. You disclose a range of assum ptions fo r the three years p resented used in
computing com pensation expense under FAS 123.  Please provide us in
disclosure-type for mat the disclosure required by FAS 123 of the
(separate) weighted average assum ption for each year.
6. It is not clear from  the disclosure in Note 13 whether you aggregate
operating segm ents into the two segm ents you report.  FAS 131 requires
disclosure if segm ents are aggreg ated.  W e note you discuss locally
managed profit centers and various bus iness groups that are not reported
as separate segm ents.  Explain to us in disclosure-type form at how you
have applied FAS 131 including aggregation, if any.
7. Explain to us why you do not present a ny disclosure required by paragraph
37 of FAS 131 for your Pharm aceutical Distribu tion segm ent.

Form  10-Q for June 30, 2005
8. You discuss the busin ess model trans ition in you r pharm aceutical
distribution business to inventory m anagem ent agreem ents and a further
trans ition to fee-for-serv ice arrangement s yet we do not see disclosure of:
• The different nature of these arra ngem ents including their term s and how
you are com pensated;
• The effects/expected effects on h istorical/future operations, cash flows and
financial position of these arrangement s, both quantitative and qualitative;
• The reason a nd m anner that the tran sition to a f ee-for-serv ice model will
establish a more predictable earnin gs pattern for you, which you disclose
will be the result of the a doption of this m odel; or
• Your accou nting policies for record ing and class ifying in yo ur financial
statem ents amounts received and costs incurred under these new
arrang ements.

Please provide us the above inform ation in disclosure-type form at.
9. You state that “…a significant am ount of the Company’s paym ents under
curren t pharm aceutical m anufacture r agreem ents are trigg ered by
pharm aceutical m anufac turer p rice in creases.  Although th e Com pany is
negotiating with pharm aceutical m anufacturers to  change the paym ent
trigg er and lessen its dep endence on pharm aceutical m anufacturer p rice
incre ases, th ere can b e no assuranc e that the Company will be successf ul
in transforming its relationships to a fee-for-serv ice stru cture from  their

Michae l D. DiCandilo
AmerisourceBergen Corporation
October 5, 2005
Page 4

curren t struc ture.”  It is n ot clear from this disc losure what th e curr ent
effect of  this is on the f inancial statem ents and what likely effects any
changes would have on the financial stat ements.  More fully explain to us
in disclosure-type form at the reas onably likely ef fects of this known
uncertainty on future operations, ca sh flows and financial position.

*    *    *    *
Please respond to these comm ents within  10 business days or tell us when you
will prov ide us with a res ponse. Your letter shou ld key your responses to our comm ents.
Detailed letters greatly facil itate our review.  Please file  your letter on E DGAR under the
form type label CORRESP.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosu re in the f iling to  be cer tain that the filing include s all in form ation required under
the Securities Exchange Act of 1934 and th at they have provided all inform ation
investors require for an inform ed invest ment decision.  Since the com pany and its
manage ment are in possession of all f acts re lating to a com pany’s disclosure, they are
responsib le for the accu racy and adequacy of the disclosu res they have m ade.

 In connection with responding to our co mments, please provide, in your letter, a
statem ent fr om the company ackno wledging th at:

• the com pany is respon sible for the adequacy and  accuracy of the dis closure in
the filings;
• staff comm ents or chang es to dis closure in response to staff comm ents do not
foreclose the Comm ission from  taking a ny actio n with respe ct to the f iling;
and
• the com pany m ay not assert staff comme nts as a defense in any proceeding
initiated by the Comm ission or any pers on under the federal s ecurities law s of
the United S tates.

 In addition, please be advi sed that the Division of En force ment has access to all
inform ation you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filin g or in respo nse to our comm ents on your filing.

You m ay contact L isa Vanjoske, Assist ant Chief Accountant, at 202-551-3614 if
you have questions regarding the comments.  In this regard, do not hesitate to contact m e,
at (202) 551-3679.

       S incerely,

Jim B. Rosenberg
      Senior Assistant Chief Accountant