8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      -------------------------------------

                                    FORM 8-K
                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 27, 2004

                              CARDINAL HEALTH, INC.
             (Exact Name of Registrant as Specified in its Charter)

                                      OHIO
                 (State or Other Jurisdiction of Incorporation)

                1-11373                                 31-0958666
       (Commission File Number)            (IRS Employer Identification Number)


                     7000 CARDINAL PLACE, DUBLIN, OHIO 43017
          (Address of Principal Executive Offices, Including Zip Code)

                                 (614) 757-5000
              (Registrant's Telephone Number, Including Area Code)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))






ITEM 2.05     COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES

         Cardinal Health, Inc. (the "Company") recently announced the initiation
of a formal program to review aspects of its current operating structure and
future strategic directions regarding certain corporate initiatives, including
utilization of shared services and strategic sourcing initiatives. The overall
goal of this review is to achieve cost savings in the fiscal year ending June
30, 2005 ("fiscal 2005") and position the Company for growth in the future. In
conjunction with this review, the Company will incur costs to restructure or
exit certain business activities. It is expected that these costs will be
incurred in each of the Company's business segments. These costs will include
one-time termination benefits, asset impairments and various costs to exit or
move facilities. Due to the early stage of evaluation of the various initiatives
to be undertaken as part of this restructuring, the Company is unable to provide
a reasonable estimate of the range of expenses it expects to incur in total or
by category.

         On September 27, 2004, the first phase of this project was approved by
the Company's management. The costs consist of one-time termination and other
related benefits to be paid to employees within the Company's Pharmaceutical
Technologies and Services segment associated with the elimination of certain
positions. The total cost of this activity is estimated to be approximately
$19.0 million and is expected to be incurred primarily in the first and second
quarters of fiscal 2005.

ITEM 5.04     TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE
              BENEFITS PLANS

         On September 28, 2004, the Company sent a notice to directors and
executive officers of the Company informing them that a blackout period with
respect to certain of the Company's employee benefit plans will be in effect
beginning on September 27, 2004 and is expected to continue until such time as
the Company has filed its Form 10-K. The Company's goal is to file its Form 10-K
by late October 2004. The Company provided the notice to its directors and
executive officers in accordance with Section 306(a) of the Sarbanes-Oxley Act
of 2002 and Rule 104 of Regulation BTR. The Company also has advised
participants in the plans of the blackout period. The Human Resources and
Compensation Committee of the Company's Board of Directors determined that the
Company was unable to give advance notice of the blackout period to the
directors and executive officers due to circumstances that were beyond the
Company's reasonable control.

         A copy of the notice is attached hereto as Exhibit 99.01 and is
incorporated herein by reference. During the blackout period referenced in the
notice, and for two years after the ending date of the blackout period, security
holders and other interested persons may obtain, without charge, the actual
beginning and ending dates of the blackout period by contacting the individuals
identified in the notice.

ITEM 7.01     REGULATION FD DISCLOSURE

         On September 27, 2004, the Company issued the press release attached
hereto as Exhibit 99.02, which is incorporated herein by reference.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits

     99.01    Notice of Blackout Period to Directors and Executive Officers
              of the Company.

     99.02    Press release issued by the Company on September 27, 2004.



                                     -2-


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       Cardinal Health, Inc.
                                       (Registrant)

Date:  September 28, 2004              By:  /s/ Paul S. Williams
                                           ---------------------
                                           Name:     Paul S. Williams
                                           Title:    Executive Vice President,
                                                     Chief Legal Officer
                                                     and Secretary


                                      -3-



                                  EXHIBIT INDEX


99.01    Notice of Blackout Period to Directors and Executive Officers
         of the Company.

99.02    Press release issued by the Company on September 27, 2004.


                                     -4-

EX-99.01

                                                                  Exhibit 99.01

                              CARDINAL HEALTH, INC.

                         SARBANES-OXLEY BLACKOUT NOTICE

        TO DIRECTORS AND EXECUTIVE OFFICERS SUBJECT TO SECTION 306(a)(1)
         OF THE SARBANES-OXLEY ACT OF 2002 EFFECTIVE SEPTEMBER 27, 2004


         FUTURE CARDINAL HEALTH STOCK FUND INVESTMENTS. On and after September
27, 2004, and until further notice, no future investments may be made in the
Cardinal Health Stock Fund ("Stock Fund") under any of the individual account
employee benefit plans sponsored by Cardinal Health, Inc. (the "Company"). The
affected plans include the Cardinal Health Profit Sharing, Retirement and
Savings Plan, the Cardinal Health Profit Sharing, Retirement and Savings Plan
for PRN Employees, the Syncor International Corporation Employee Savings and
Stock Ownership Plan, the Cardinal Health Profit Sharing, Retirement and Savings
Plan for Puerto Rico Employees and the Cardinal Health Deferred Compensation
Plan (each, a "Plan" and collectively, the "Plans"). This suspension of future
investments into the Stock Fund in any of the Plans is effective with respect
both to the investment of new contributions and to transfers from other Plan
investment options. The period during which participants in the Plans will be
unable to exercise these rights otherwise available under the Plans is called a
"Blackout Period." PLEASE NOTE THAT YOU MAY OTHERWISE INVEST CONTRIBUTIONS AND
TRANSFERS IN ANY OTHER INVESTMENT OPTION AVAILABLE UNDER THE PLANS.

         REASON FOR THE BLACKOUT PERIOD. As announced in a press release on
September 27, 2004, the filing of the Company's Form 10-K for the fiscal year
ended June 30, 2004 will be delayed to provide additional time for its Audit
Committee to complete an investigation of certain matters related to its ongoing
internal review. Pending satisfactory review of these matters, Cardinal Health's
goal is to file its Form 10-K by late October. The suspension of new investments
in the Stock Fund in each of the Plans is expected to end when the Form 10-K
filing requirement has been satisfied.

         IMPACT OF THE BLACKOUT PERIOD. In addition to and as a result of the
unavailability of new investments in the Stock Fund, you will be temporarily
unable to diversify investments in your individual Plan account using the Stock
Fund. In addition, it is unlawful under Section 306(a)(1) of the Sarbanes-Oxley
Act of 2002 for any director or executive officer of the Company, directly or
indirectly, to purchase, sell or otherwise acquire or transfer any equity
security of the Company during any blackout period with respect to such equity
security, if such director or executive officer acquires or previously acquired
such equity security in connection with his or her service or employment as a
director or executive officer.

         DURATION OF THE BLACKOUT PERIOD. The Blackout Period begins on
September 27, 2004 and is expected to continue until such time as the Company
has filed its Form 10-K. Cardinal Health's goal is to file its Form 10-K by late
October. You will be notified when the Blackout Period ends. A copy of the
determination of the Company that this notice could not be provided in advance
due to circumstances that were beyond the reasonable control of the Company is





attached.

         CONTACT INFORMATION. If you have any questions concerning this notice,
you should contact the Company's Chief Legal Officer at (614) 757-5000. Cardinal
Health is located at 7000 Cardinal Place, Dublin, Ohio 43017.

EX-99.02

                                                                  Exhibit 99.02


         [Cardinal Health Logo]
         7000 Cardinal Place
         Dublin, OH 43017

         www.cardinal.com
                                                          FOR IMMEDIATE RELEASE
         CONTACTS:

Media:  Jim Mazzola                       Investors:  Jim Hinrichs
        (614) 757-3690                               (614) 757-7828
        jim.mazzola@cardinal.com                      jim.hinrichs@cardinal.com


                    CARDINAL HEALTH FORM 10-K FILING DELAYED

DUBLIN, OHIO, SEPT. 27, 2004 - Cardinal Health, Inc. (NYSE: CAH), announced
today that the filing of its Form 10-K for the fiscal year ended June 30 will be
delayed to provide additional time for its Audit Committee to complete an
investigation of certain matters related to its ongoing internal review. Pending
satisfactory review of these matters, the company's goal is to file its Form
10-K by late October.

These matters are not expected to change the guidance Cardinal Health provided
on June 30 for its fourth quarter and fiscal year 2004 or the outlook it
provided for fiscal year 2005 on Sept. 13.

As a result of the delay in its Form 10-K filing, Cardinal Health intends to
postpone its annual meeting of shareholders from Nov. 3 to a date as soon as
possible following the filing of its Form 10-K.

As previously reported, in October 2003, the SEC initiated an informal inquiry
regarding Cardinal Health seeking historical financial and related information.
In May, the company was notified that the SEC had converted the informal inquiry
into a formal investigation. In June, as part of the SEC's formal investigation,
Cardinal Health received an SEC subpoena that included a request for the
production of documents relating to revenue classification, and the methods used
for such classification, in the company's Pharmaceutical Distribution business
as either "Operating Revenues" or "Bulk Deliveries to Customer Warehouses and
Other." In addition, the company learned that the U.S. Attorney for the Southern
District of New York had also commenced an inquiry that the company understands
relates to the revenue classification issue. Cardinal Health continues to
respond to the investigations by providing all information required.

ABOUT CARDINAL HEALTH
Cardinal Health, Inc. (www.cardinal.com) is the leading provider of products and
services supporting the health care industry. Cardinal Health develops,
manufactures, packages and markets products for patient care; develops
drug-delivery technologies; distributes pharmaceuticals and medical, surgical
and laboratory supplies; and offers





CARDINAL HEALTH FORM 10-K FILING DELAYED
PAGE 2


consulting and other services that improve quality and efficiency in health
care. Headquartered in Dublin, Ohio, Cardinal Health employs more than 55,000
people on six continents and produces annual revenues of more than $50 billion.
Cardinal Health is ranked No.17 on the current Fortune 500 list and named one of
the best U.S. companies by Forbes magazine for 2004.

Except for historical information, all other information in this news release
consists of forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
materially from those projected, anticipated or implied. The most significant of
these uncertainties are described in Cardinal Health's Form 10-K, Form 8-K and
Form 10-Q reports (including all amendments to those reports) and exhibits to
those reports, and include (but are not limited to) the costs, difficulties, and
uncertainties related to the integration of acquired businesses, the loss of one
or more key customer or supplier relationships or changes to the terms of those
relationships, changes in the distribution patterns or reimbursement rates for
health-care products and/or services, the results, effects or timing of any
inquiry or investigation by any regulatory authority or any legal and
administrative proceedings, and general economic and market conditions. Cardinal
Health undertakes no obligation to update or revise any forward-looking
statement.