S-8

As filed with the Securities and Exchange Commission on March 22, 2002

Registration No. 333-_____________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

McKESSON CORPORATION
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	94-3207296 (I.R.S. Employer Identification No.)
One Post Street San Francisco, California (Address of Principal Executive Offices)	94104 (Zip Code)

McKesson Corporation Profit-Sharing Investment Plan
(Full Title of Plan)

Kristina Veaco
Assistant General Counsel
and Assistant Secretary
One Post Street
San Francisco, CA 94104 Ivan D. Meyerson
Senior Vice President,
General Counsel and Secretary
One Post Street
San Francisco, CA 94104

(Name and address of agents for service)

(415) 983-8300
(Telephone number, including area code, of agents for service)

     The Registration Statement will become effective upon filing in accordance with Rule 462 under the Securities Act of 1933.

CALCULATION OF REGISTRATION FEE

			Proposed Maximum		Proposed Maximum
Title of Securities	Amount to be		Offering Price Per		Aggregate Offering		Amount of
to be Registered	Registered(1)		Share(2)		Price(2)		Registration Fee(2)
Common Stock par value $.01 per share(3)		20,000,000	$	37.045	$	185,225,000	$	17,040.70

(1)	Represents the estimated number of shares that may be acquired by the Trustee under the McKesson Corporation Profit-Sharing Investment Plan, formerly McKesson HBOC, Inc. Profit-Sharing Investment Plan (the “Plan”) and under the related employee stock ownership plan (“ESOP”). Pursuant to Rule 416 (a), this registration statement also covers such indeterminate number of additional shares of Common Stock as is necessary to eliminate any dilutive effect of any future stock split, stock dividend or similar transaction. Pursuant to rule 416 (c), this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
(2)	Estimated in accordance with Rule 457 (c) and (h), solely for purposes of calculating the registration fee, on the basis of the average of the high and low sales prices of New York Stock Exchange Composite Transactions (as reported in the Wall Street Journal) on March 15, 2002. The fee was computed based on 5,000,000 shares. An additional 15,000,000 shares registered hereby will be allocated to participants’ ESOP accounts by McKesson Corporation as matching shares without receipt of separate cash consideration.
(3)	Including associated stock purchase rights.

TABLE OF CONTENTS

	PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
	Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
McKesson Corporation Form S-8
Exhibit 5
Exhibit 23.2
Exhibit 24

EXPLANATORY NOTE AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8

     The Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statement of the Registration on Form S-8 relating to the same employee benefit plan are effective.

     The Registrant’s Form S-8 Registration Statement filed with the Securities and Exchange Commission on April 16, 1998 (File No. 50261) is hereby incorporated by reference.

Incorporation of Certain Documents by Reference

     The following documents previously filed or to be filed by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement:

(a)	Annual Report on Form 10-K for the fiscal year ended March 31, 2001.
(b)	Quarterly Report on Form 10-Q for the period ended June 30, 2001.
(c)	Quarterly Report on Form 10-Q for the period ended September 30, 2001.
(d)	Quarterly Report on Form 10-Q for the period ended December 31, 2001.
(e)	Forms 8-K Dates of Report January 22, 2002 and January 24, 2002.
(f)	The description of Registrant’s common stock contained in the Registrant’s Registration Statement on Form 10 (File No. 1-13252) and the Rights Agreement dated as of October 21, 1994 and Amendment No. 1 thereto dated October 19, 1998 between the Registrant and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibits 4.1 and 4.2, respectively, to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2001.

     All documents subsequently filed by the Registrant pursuant to Sections 13 (a), 13 (c), 14 or 15 (d) of the Securities Exchange Act of 1934 shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents until a post-effective amendment of this Registration Statement is filed which indicates that all securities being offered hereby have been sold or which deregisters all securities than remaining unsold.

PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit
No.	Description
4	Rights Agreement dated as of October 21, 1994 and Amendment No. 1 thereto dated October 19, 1998 between the Registrant and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibits 4.1 and 4.2, respectively, to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2001 and incorporated by reference herein.

Exhibit
No.	Description
5	Opinion of Ivan D. Meyerson, Senior Vice President, General Counsel and Secretary of the Registrant regarding the legality of the securities being offered.
23.1	Consent of Ivan D. Meyerson, Senior Vice President, General Counsel and Secretary of the Registrant regarding the legality of the securities being offered. (Included in Exhibit 5)
23.2	Consent of Deloitte & Touche LLP.
24	Powers of Attorney pursuant to which certain officers and directors of the Registrant signed this Registration Statement.

SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 21st day of March 2002.

McKESSON CORPORATION
(Registrant)

/s/ William R. Graber
By: William R. Graber
Senior Vice President and Chief Financial Officer

     The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan Administrator has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on March 21, 2002.

McKesson Corporation Profit-Sharing and Investment Plan

/s/ Ivan D. Meyerson
By: Ivan D. Meyerson
Member, Employee Benefits Committee

Signature and Title

*John H. Hammergren, President and Chief Executive Officer and Director
          (Principal Executive Officer)
*William R. Graber, Senior Vice President and Chief Financial Officer
          (Principal Financial Officer)
*Nigel A. Rees, Vice President and Controller
          (Principal Accounting Officer)
*Alfred C. Eckert, III, Director
*Tully M. Friedman, Director
*Alton F. Irby, III, Director
*Martin M. Koffel, Director
*Gerald E. Mayo, Director
*James V. Napier, Director
*Carl E. Reichardt, Director
*Alan J. Seelenfreund, Chairman of the Board and Director
*Jane E. Shaw, Director

*By:   /s/ Ivan D. Meyerson (Attorney-in-Fact)
Ivan D. Meyerson

EXHIBIT INDEX

Exhibit
No.	Description
4	Rights Agreement dated as of October 21, 1994 and Amendment No. 1 thereto dated October 19, 1998 between the Registrant and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibits 4.1 and 4.2, respectively, to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2001 and incorporated by reference herein.
5	Opinion of Ivan D. Meyerson, Senior Vice President, General Counsel and Secretary of the Registrant regarding the legality of the securities being offered.
23.1	Consent of Ivan D. Meyerson, Senior Vice President, General Counsel and Secretary of the Registrant regarding the legality of the securities being offered. (Included in Exhibit 5)
23.2	Consent of Deloitte & Touche LLP.
24	Powers of Attorney pursuant to which certain officers and directors of the Registrant signed this Registration Statement.

EX-5 4 f80163ex5.txt EXHIBIT 5 EXHIBIT 5 March 22, 2002 McKesson Corporation McKesson Plaza One Post Street San Francisco, CA 94104 I am Senior Vice President, General Counsel and Secretary of McKesson Corporation, a Delaware corporation (the "Company"). In that capacity I have reviewed the Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933 with respect to 20,000,000 shares of the Company's Common Stock, par value $0.01 per share, issuable pursuant to the McKesson Corporation Profit-Sharing Investment Plan (the "Plan"). As General Counsel, I am familiar with the Company's Restated Certificate of Incorporation and its Restated By-Laws, as amended to date. I have also examined such other documents, corporate records and instruments as I have deemed necessary or appropriate for the purpose of this opinion. Based upon the foregoing, I am of the opinion that the shares of Common Stock of the Company, when issued in accordance with the Plan, will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5 to the Registration Statement on Form S-8. Very truly yours, /s/Ivan D. Meyerson Ivan D. Meyerson Senior Vice President, General Counsel and Secretary EX-23.2 5 f80163ex23-2.txt EXHIBIT 23.2 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of McKesson Corporation, on Form S-8 of our report dated April 30, 2001 (which report refers to certain shareholder litigation as discussed in Financial Note 18 to the consolidated financial statements), appearing in the Annual Report on Form 10-K of McKesson Corporation for the year ended March 31, 2001. /s/DELOITTE & TOUCHE LLP San Francisco, California March 21, 2002 EX-24 6 f80163ex24.txt EXHIBIT 24 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned directors and officers of McKesson Corporation, (formerly McKesson HBOC, Inc.) a Delaware corporation (the "Company") do hereby constitute and appoint Ivan D. Meyerson and Kristina Veaco his or her true and lawful attorney and agent, each with full power and authority (acting alone and without the other) to execute in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of shares of the Company's Common Stock, par value $.01 per share, that may be issued by the Company under the McKesson Corporation (formerly McKesson HBOC, Inc.) Profit-Sharing Investment Plan, and to execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants unto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. /s/Alfred C. Eckert III /s/Martin M. Koffel Director Director /s/Tully M. Friedman /s/Gerald E. Mayo Director Director /s/William R. Graber /s/James V. Napier Senior Vice President and Chief Director Financial Officer /s/John H. Hammergren, /s/Carl E. Reichardt President and Director Chief Executive Officer and Director /s/Alton F. Irby, III /s/Alan Seelenfreund Director Chairman of the Board and Director /s/Jane E. Shaw Director Dated: March 21, 2002 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned Officer of McKesson Corporation (formerly McKesson HBOC, Inc.), a Delaware corporation (the "Company") does hereby constitute and appoint Ivan D. Meyerson and Kristina Veaco his true and lawful attorney and agent, each with full power and authority (acting alone and without the other) to execute in the name and on behalf of the undersigned as such Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of shares and plan interests of the Company's Common Stock, par value $.01 per share, that may be issued by the Company under the McKesson Corporation (formerly McKesson HBOC, Inc.) Profit-Sharing Investment Plan, and to execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants unto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. /s/ Nigel A. Rees Nigel A. Rees Vice President and Controller Dated: March 21, 2002 -----END PRIVACY-ENHANCED MESSAGE-----

EX-5

                                                                       EXHIBIT 5


                                                                  March 22, 2002



McKesson Corporation
McKesson Plaza
One Post Street
San Francisco, CA 94104


        I am Senior Vice President, General Counsel and Secretary of McKesson
Corporation, a Delaware corporation (the "Company"). In that capacity I have
reviewed the Registration Statement on Form S-8 to be filed by the Company with
the Securities and Exchange Commission under the Securities Act of 1933 with
respect to 20,000,000 shares of the Company's Common Stock, par value $0.01 per
share, issuable pursuant to the McKesson Corporation Profit-Sharing Investment
Plan (the "Plan"). As General Counsel, I am familiar with the Company's Restated
Certificate of Incorporation and its Restated By-Laws, as amended to date. I
have also examined such other documents, corporate records and instruments as I
have deemed necessary or appropriate for the purpose of this opinion.

        Based upon the foregoing, I am of the opinion that the shares of Common
Stock of the Company, when issued in accordance with the Plan, will be legally
issued, fully paid and nonassessable.

        I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5 to the Registration Statement on Form S-8.

                                        Very truly yours,


                                        /s/Ivan D. Meyerson
                                        Ivan D. Meyerson
                                        Senior Vice President,
                                        General Counsel and Secretary

EX-23.2

                                                                    EXHIBIT 23.2



                          INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration Statement of
McKesson Corporation, on Form S-8 of our report dated April 30, 2001 (which
report refers to certain shareholder litigation as discussed in Financial Note
18 to the consolidated financial statements), appearing in the Annual Report on
Form 10-K of McKesson Corporation for the year ended March 31, 2001.



/s/DELOITTE & TOUCHE LLP
San Francisco, California
March 21, 2002

EX-24

                                                                      EXHIBIT 24



                                POWER OF ATTORNEY


        KNOW ALL MEN BY THESE PRESENTS THAT the undersigned directors and
officers of McKesson Corporation, (formerly McKesson HBOC, Inc.) a Delaware
corporation (the "Company") do hereby constitute and appoint Ivan D. Meyerson
and Kristina Veaco his or her true and lawful attorney and agent, each with full
power and authority (acting alone and without the other) to execute in the name
and on behalf of the undersigned as such Director and/or Officer, a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, with respect
to the registration of shares of the Company's Common Stock, par value $.01 per
share, that may be issued by the Company under the McKesson Corporation
(formerly McKesson HBOC, Inc.) Profit-Sharing Investment Plan, and to execute
any and all amendments to such Registration Statement, whether filed prior or
subsequent to the time such Registration Statement becomes effective. The
undersigned hereby grants unto such attorneys and agents, and each of them, full
power of substitution and revocation in the premises and hereby ratifies and
confirms all that such attorneys and agents may do or cause to be done by virtue
of these presents.


/s/Alfred C. Eckert III                     /s/Martin M. Koffel
Director                                    Director


/s/Tully M. Friedman                        /s/Gerald E. Mayo
Director                                    Director


/s/William R. Graber                        /s/James V. Napier
Senior Vice President and Chief             Director
Financial Officer


/s/John H. Hammergren,                      /s/Carl E. Reichardt
President and                               Director
Chief Executive Officer and Director


/s/Alton F. Irby, III                       /s/Alan Seelenfreund
Director                                    Chairman of the Board and Director


                                            /s/Jane E. Shaw
                                            Director


Dated: March 21, 2002



                                                                      EXHIBIT 24



                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS THAT the undersigned Officer of McKesson
Corporation (formerly McKesson HBOC, Inc.), a Delaware corporation (the
"Company") does hereby constitute and appoint Ivan D. Meyerson and Kristina
Veaco his true and lawful attorney and agent, each with full power and authority
(acting alone and without the other) to execute in the name and on behalf of the
undersigned as such Officer, a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, with respect to the registration of shares
and plan interests of the Company's Common Stock, par value $.01 per share, that
may be issued by the Company under the McKesson Corporation (formerly McKesson
HBOC, Inc.) Profit-Sharing Investment Plan, and to execute any and all
amendments to such Registration Statement, whether filed prior or subsequent to
the time such Registration Statement becomes effective. The undersigned hereby
grants unto such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.



/s/ Nigel A. Rees
Nigel A. Rees
Vice President and Controller



Dated: March 21, 2002