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CORRESP
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SEC Correspondence

 By EDGAR – CORRESP

 November 2, 2005

 United States Securities and Exchange Commission

 Washington, D.C. 20549

Attention:
  Jim B. Rosenberg, Senior Assistant Chief Accountant

Lisa Vanjoske, Assistant Chief Accountant

Re:
AmerisourceBergen Corporation

 Form 10-K for
September 30, 2004

 Form 10-Q for June 30, 2005

 File No. 1-16671

 Dear Sir or Madam:

 Set forth below are the responses of AmerisourceBergen
Corporation (the “Company”) to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Annual Report on Form 10-K for the
fiscal year ended September 30, 2004 (the “2004 Form 10-K”) and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005 (the “3Q 2005 Form 10-Q”), as set forth in your letter dated
October 5, 2005 (the “Comment Letter”) addressed to the undersigned. We have reproduced the comments contained in the Comment Letter and have set forth our response below the text of each comment.

 You should be aware that the Company is in the midst of many time-consuming
and critical fiscal year-end activities (including completion of its audited financial statements, 2005 Form 10-K and assessments under Section 404 of the Sarbanes-Oxley Act of 2002). Accordingly, we trust that the staff of the Commission will work
with us to facilitate an expeditious resolution of the comments, among other things, so that we can include any agreed-upon disclosures in our Form 10-K for fiscal 2005 and so that we can devote our full attention and energies to the completion of
our fiscal year-end activities.

 Form 10-K for September 30, 2004

 Management’s Discussion and Analysis

 1. You identify critical accounting policies requiring significant estimates such as
supplier reserves and merchandise inventories. We believe that the focus of this disclosure should be on the estimate identified as critical rather than policies. For each critical accounting estimate, please provide us in disclosure-type format
management’s analysis of how the estimate has affected your results of operations for each period presented, and how the variability that is reasonably likely to result from application of each critical accounting estimates may affect your
future operations. Refer to Release 33-8350.

 Response:

 Based upon our review of your
comments and of Release 33-8350, we intend to enhance our future Form 10-K disclosures under Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) to:

•

provide more discussion of critical accounting estimates and assumptions together with our discussion of the underlying critical accounting policies,

•

address specifically, to the extent possible, why the accounting estimates and assumptions bear the risk of change, and

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•

provide quantitative disclosure when that information is reasonably available, which generally is when it is possible to illustrate changes in financial impact due to quantitative
changes in assumptions.

 In our future Form 10-Q
disclosures, we will continue to provide disclosure of specific items that are significant to an understanding of the results of operations.

 Based upon our understanding of Release 33-8350 and in light of our historical disclosures, we have concluded that certain qualitative changes to our Form
10-K description of supplier reserves should be made and that no revision to our Form 10-K description of merchandise inventories is necessary. Historically, in our discussion of supplier reserves, we have stated that we establish the reserves based
upon qualitative assessments of our accounts with each supplier, giving appropriate consideration to the unique facts applicable to each situation. We do not establish the reserves based upon numerical factors that would cause the estimates to vary
depending on the numerical values assigned to the factors. In the case of merchandise inventories, we have historically disclosed, and will continue to disclose, the effect on inventory if we were to use the FIFO method rather than the LIFO method.
We believe that this disclosure demonstrates the quantitative effect of a change in our assumptions.

 Historically, we have provided specific disclosures on a quarterly basis within the body of our MD&A text of the net effect of significant items that
have affected our results of operations, such as changes in bad debt expense. We will continue to do so. In addition, we intend to increase the level of detail that we provide in future Form 10-K MD&A discussion of our allowance for doubtful
accounts because the allowance for doubtful accounts is our largest reserve account. With respect to other disclosures relating to estimates, such as the discussion of loss contingencies, we believe that the estimates in question are based on
specific factual assessments and do not vary based on quantitative assumptions or changes in quantitative factors.

 Set forth below is an illustration, in disclosure type format, of how we intend to address critical accounting policies and estimates in future Form 10-K
MD&A discussion. For purposes of the illustrative disclosure, we have used data from the periods covered by the 2004 Form 10-K. In the illustrative disclosure below, among other things, we set forth the change in bad debt expense and we disclose
the effect of a fixed percentage change in the allowance for doubtful accounts in relation to trade receivables. We have not included in our illustrative disclosure any discussion of the effect on stock option expense of our choice of a methodology
for determining the fair market value of stock options. We will include such discussion beginning with our Form 10-K for the fiscal year ended September 30, 2005.

 Critical Accounting Policies and Estimates

 Critical accounting estimates are those accounting estimates
and assumptions that can have a material impact on the Company’s financial position and results of operations and require the use of complex and subjective estimates based upon past experience and management’s judgment. Because of the
uncertainty inherent in such estimates, actual results may differ from these estimates. Below are those policies applied in preparing the Company’s financial statements that management believes are the most dependent on the application of
estimates and assumptions. For accounting policies, see Note 1 of “Notes to Consolidated Financial Statements.”

 Allowance for Doubtful Accounts

 Trade receivables are primarily comprised of amounts owed to the Company for its pharmaceutical distribution and services activities and
are presented net of an allowance for doubtful accounts and a reserve for customer sales returns. In determining the appropriate allowance for doubtful accounts, the Company considers a combination of factors, such as the aging of trade receivables,
industry trends, its customers’ financial strength and credit standing, and payment and default history. The calculation of the required allowance requires judgment by Company management as to the impact of these and other factors on the
ultimate realization of its trade receivables. On a continual basis, Company management monitors the collectibility of the

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Company’s trade receivables by reviewing the aging of accounts past due, evaluating changes in economic and industry trends, and assessing the credit
worthiness of its customers. Changes in the aforementioned factors, among others, may lead to adjustments in the Company’s allowance for doubtful accounts. Schedule II of this Form 10-K sets forth a rollforward of the allowance for doubtful
accounts.

 During the fiscal year ended
September 30, 2004, the Company’s bad debt expense declined by $56.3 million primarily due to a $17.5 million recovery from a former customer in the Pharmaceutical Distribution segment, a $9.1 million recovery from a customer in the
PharMerica segment, and the continued improvements made in the credit and collection practices in both segments. An increase or decrease of 0.1% in the 2004 allowance as a percentage of trade receivables would result in an increase or decrease in
the provision on accounts receivable of approximately $2.7 million.

 Supplier Reserves

 The Company establishes reserves against amounts due from its suppliers relating to various price and rebate incentives, including deductions or billings taken against payments otherwise due them from the Company.
These reserve estimates are established based on the judgment of Company management after carefully considering the status of current outstanding claims, historical experience with the suppliers, the specific incentive programs and any other
pertinent information available to the Company. The Company evaluates the amounts due from its suppliers on a continual basis and adjusts the reserve estimates when appropriate based on changes in factual circumstances. The ultimate outcome of any
outstanding claim may be different than the Company’s estimate.

 Loss Contingencies

 The Company accrues for loss contingencies related to litigation in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 5, “Accounting for Contingencies.” An estimated
loss contingency is accrued in the Company’s consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Assessing contingencies is highly subjective and
requires judgments about future events. The Company regularly reviews loss contingencies to determine the adequacy of the accruals and related disclosures. The amount of the actual loss may differ significantly from these estimates.

 Merchandise Inventories

 Inventories are stated at the lower of cost or market. Cost
for approximately 92% and 94% of the Company’s inventories at September 30, 2004 and 2003, respectively, are determined using the last-in, first-out (“LIFO”) method. If the Company had used the first-in, first-out
(“FIFO”) method of inventory valuation, which approximates current replacement cost, inventories would have been approximately $166.1 million and $169.4 million higher than the amounts reported at September 30, 2004 and 2003,
respectively.

 Goodwill and Intangible
Assets

 The Company accounts for purchased
goodwill and intangible assets in accordance with Financial Accounting Standards Board (“FASB”) SFAS No. 142 “Goodwill and Other Intangible Assets.” Under SFAS No. 142, purchased goodwill and intangible assets with
indefinite lives are not amortized; rather, they are tested for impairment on at least an annual basis. Intangible assets with finite lives, primarily customer relationships, non-compete agreements and software technology, will continue to be
amortized over their useful lives.

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 In order to test goodwill and intangible assets with indefinite lives under SFAS
No. 142, a determination of the fair value of the Company’s reporting units and intangible assets with indefinite lives is required and is based, among other things, on estimates of future operating performance of the reporting unit and/or
the component of the entity being valued. The Company is required to complete an impairment test for goodwill and intangible assets with indefinite lives, and record any resulting impairment losses annually. The Company uses an income approach to
determine the fair value of its reporting units and intangible assets with indefinite lives. Changes in market conditions, among other factors, may have an impact on these fair values. The Company completed its required annual impairment tests in
the fourth quarters of fiscal 2004 and 2003 and determined that there was no impairment.

 Stock Options

 The Company may elect to account for stock options using either Accounting Principles Board Opinion No. 25, “Accounting for
Stock Issued to Employees,” (“APB 25”) or SFAS No. 123, “Accounting for Stock-Based Compensation.” The Company has elected to use the accounting method under APB 25 and the related interpretations to account for its
stock options. Under APB 25, generally, when the exercise price of the Company’s stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized. Had the Company elected to use SFAS
No. 123 to account for its stock options under the fair value method, it would have been required to record compensation expense and as a result, diluted earnings per share for the fiscal years ended September 30, 2004, 2003 and 2002 would
have been lower by $0.74, $0.16 and $0.10, respectively. Effective September 1, 2004, the Company vested all employee options then outstanding with an exercise price in excess of $54.10 (the closing stock price on August 31, 2004). The
accelerated vesting was approved by the Compensation and Succession Planning Committee of the Company’s board of directors for employee retention purposes and in anticipation of the requirements of SFAS No. 123R. As a result of the
accelerated vesting, the pro-forma compensation expense and the corresponding reduction in diluted earnings per share in fiscal 2004 was significantly greater than the pro-forma compensation expense and the corresponding reduction in diluted
earnings per share in fiscal 2003 and 2002.

 2. Provide us in
disclosure-type format an explanation of how the amount of bad debt expense is computed each quarter and indicate if the amount is computed in a consistent manner each period. Explain why management believes the allowance for doubtful accounts is
adequate at September 30, 2004 and June 30, 2005 when the allowance has decreased while accounts receivable have increased. We note that bad debt expense was much lower in each of the six quarters ended March 31, 2005 than in other
recent quarters. You disclose recoveries from two customers that had been written off as the reason for the decline in bad debt expense. Further explain if and how those two recoveries affected six quarters, or more fully explain any other reasons.

 Response:

 Set forth below in disclosure-type format is an explanation of how the
amount of bad debt expense is computed each quarter in a consistent manner.

 Each of the Company’s business units performs ongoing credit evaluations of its customers’ financial condition and maintains reserves for probable bad debt losses based on historical experience and for
specific credit problems when they arise. The Company writes off balances against the reserves when collectibility is deemed remote. Each business unit performs formal documented reviews of the allowance at least quarterly and the Company’s
largest business units perform such reviews monthly. There were no significant changes to this process over the time period covered by the reviewed filings and the bad debt expense was computed in a consistent manner during these periods. The bad
debt expense for any period presented is equal to the changes in the period end allowance for doubtful accounts, net of write-offs and recoveries.

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 As to the adequacy of the allowance for doubtful accounts, we believe that the Company’s allowance
for doubtful accounts is adequate at September 30, 2004 and June 30, 2005 based upon the process described above, our historical experience and the supplemental information and analysis provided below.

 The table below reflects that the increase in accounts receivable from
September 30, 2004 to June 30, 2005 is due to the number of business days in June 2005 of 22 being greater than the number of business days in September 2004 of 21. As the Company’s days sales outstanding (“DSO”) is
consistently under 20 days in any period, the number of business days in the quarter-end months has a significant impact on the quarter-end accounts receivable balance. As shown below, the DSO for the month of June 2005 is actually well below the
DSO f