SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SHAW JANE E

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MCKESSON CORP [ MCK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
03/31/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	0	04/01/2002		A	204⁽¹⁾		08/08/1988⁽²⁾	08/08/1988⁽²⁾	Common Stock	204	$0	7,480.485⁽⁴⁾	D
Restricted Stock Units	0	06/30/2002		A	134⁽³⁾		08/08/1988⁽²⁾	08/08/1988⁽²⁾	Common Stock	134	$0	7,614.485⁽⁴⁾	D
Restricted Stock Units	0	07/01/2002		A	233⁽¹⁾		08/08/1988⁽²⁾	08/08/1988⁽²⁾	Common Stock	233	$0	7,891.635⁽⁴⁾	D
Restricted Stock Units	0	09/30/2002		A	92⁽³⁾		08/08/1988⁽²⁾	08/08/1988⁽²⁾	Common Stock	92	$0	7,983.635⁽⁴⁾	D

Explanation of Responses:

1. Restricted Stock Units ("RSUs") credited to reporting person pursuant to her irrevocable election under the Issuer's 1997 Non-Employee Directors' Equity Compensation and Deferral Plan regarding the directors' annual retainer and committee chair annual retainer.

2. Placeholder date not related to these acquisitions. The units are to be distributed, as elected, after the reporting person leaves the Board.

3. RSUs credited to reporting person pursuant to her irrevocable election under the Issuer's 1997 Non-Employee Directors' Equity Compensation and Deferral regarding fees for meetings of the Board and Committees of the Board.

4. Amount shown is actual RSU balance as of transaction date, including any previously reported acquisitions and quarterly dividends which have been credited. Total RSUs beneficially held at 3/31/03 is 9,800.201, inclusive of 58.23 dividend RSUs credited during fiscal year 2003.

	Lorna Hutcheson, Attorney-in-Fact	05/15/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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