Filed pursuant to Rule 424(b)(5)
                               Registration Nos. 333-24483, 333-46482, 333-62944



PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 27, 2001)

                                  $300,000,000

                             [CARDINAL HEALTH LOGO]

                              4.45% NOTES DUE 2005

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

     We will pay interest on the Notes on June 30 and December 30 of each year,
beginning December 30, 2002. We may not redeem the Notes before maturity.

     The notes will be unsecured obligations and rank equally with our unsecured
senior indebtedness. The notes will be issued only in registered form in
denominations of $1,000.

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



                                                                 PER NOTE            TOTAL
                                                                 --------            -----
                                                                            
Public offering price(1)...................................       99.866%         $299,598,000
Underwriting discount......................................           .2%             $600,000
Proceeds, before expenses, to Cardinal.....................       99.666%         $298,998,000


     (1) Plus accrued interest from March 15, 2002, if settlement occurs after
that date

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

     The Notes will be ready for delivery in book-entry form only through The
Depository Trust Company on or about March 15, 2002.

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

                              MERRILL LYNCH & CO.

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

            The date of this prospectus supplement is March 7, 2002.



                                TABLE OF CONTENTS

                              PROSPECTUS SUPPLEMENT

                                                                                      PAGE
                                                                                  
Prospectus Supplement Summary...................................................       S-3
Capitalization..................................................................       S-5
Ratio of Earnings to Fixed Charges..............................................       S-6
Use of Proceeds.................................................................       S-6
Description of the Notes........................................................       S-6
Underwriting....................................................................       S-9
Legal Matters...................................................................       S-9
Experts.........................................................................      S-10


                                   PROSPECTUS

Where You Can Find More Information and Incorporation of Certain Documents
  by Reference..................................................................         3
Cautionary Statement Regarding Forward-Looking Statements.......................         5
The Company.....................................................................         7
Use of Proceeds.................................................................         8
Ratio of Earnings to Fixed Charges..............................................         8
Description of Common Shares....................................................         9
Description of Debt Securities..................................................        11
Legal Opinions..................................................................        21
Experts.........................................................................        21
Plan of Distribution............................................................        22



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


         You should rely only on the information contained in this prospectus
supplement, the accompanying prospectus and the information incorporated by
reference. We have not authorized anyone to provide you with different
information. We are not making an offer to sell or a solicitation of an offer to
buy these securities in any jurisdiction where the offer, sale or solicitation
is not permitted. You should assume that the information appearing in this
prospectus supplement is accurate as of the date on the front cover only. Our
business, financial condition, results of operations and prospects may have
changed since that date.



                                     S-2



                          PROSPECTUS SUPPLEMENT SUMMARY

         The following summary information is qualified in its entirety by, and
should be read in conjunction with, the more detailed information appearing
elsewhere in this prospectus supplement and the accompanying prospectus or
incorporated by reference in these documents. See "Where You Can Find More
Information and Incorporation of Certain Documents by Reference" on page 3 of
the accompanying prospectus.

         Unless otherwise indicated or unless the context requires otherwise,
all references in this prospectus supplement to "we," "us," "our" or the
"Company" mean Cardinal Health, Inc. and its consolidated subsidiaries, and
references to "Cardinal" refer to Cardinal Health, Inc. excluding its
consolidated subsidiaries.

                                   THE COMPANY

         We are one of the country's leading providers of products and services
supporting the health care industry. We provide to a broad base of customers
nationwide innovative, cost-effective pharmaceutical services that improve the
medication delivery process. These services include pharmaceutical distribution,
hospital pharmacy management, automated dispensing systems manufacturing, drug
delivery systems, pharmaceutical packaging, apothecary-style retail pharmacy
franchising and clinical information systems development. The Company also
manufactures and distributes medical, surgical and laboratory products.

         The mailing address of our executive offices is 7000 Cardinal Place,
Dublin, Ohio 43017, and our telephone number is (614) 757-5000.

         The foregoing information concerning the Company does not purport to be
comprehensive. For additional information concerning our business and affairs,
including capital requirements and external financing plans, pending legal and
regulatory proceedings and descriptions of certain laws and regulations to which
we may be subject, please refer to the documents incorporated by reference into
this prospectus supplement and the accompanying prospectus.



                                     S-3



                                  THE OFFERING

Issuer..............................  Cardinal Health, Inc.

Securities offered..................  $300 million aggregate principal amount of
                                      4.45% Notes due 2005.

Maturity date.......................  June 30, 2005.

Interest payment dates..............  June 30 and December 30, commencing
                                      December 30, 2002.

Record dates........................  June 15 and December 15.

Ranking.............................  The Notes will be unsecured debt
                                      obligations of Cardinal. The Notes rank
                                      equally with all of our existing and
                                      future unsecured senior debt and senior
                                      to all of our existing and future
                                      subordinated debt. As of December 31,
                                      2001, Cardinal had outstanding
                                      approximately $1,964.2 million of
                                      indebtedness and guarantees of
                                      subsidiary indebtedness for borrowed
                                      money with which the Notes would rank
                                      equally. In addition, as of such date,
                                      Cardinal's subsidiaries had outstanding
                                      approximately $611.2 million of
                                      indebtedness for borrowed money ($495.9
                                      million of which is guaranteed by
                                      Cardinal), approximately $5.6 billion of
                                      trade payables, and $400.0 million of
                                      preferred debt securities issued by a
                                      special purpose accounts receivable and
                                      financing entity, to which the Notes
                                      would be effectively subordinated.

Form of Notes.......................  One or more global securities, held in
                                      the name of Cede & Co., the nominee of
                                      The Depository Trust Company.

Use of proceeds.....................  To repay indebtedness and for general
                                      corporate purposes.  See "Use of
                                      Proceeds."


                                      S-4



                                 CAPITALIZATION



The following table sets forth the short-term obligations and capitalization of
the Company (1) at December 31, 2001, and (2) as adjusted to reflect the
issuance and sale of the Notes offered hereby.



                                                                                          December 31, 2001
                                                                                -----------------------------------
                                                                                   Actual               As Adjusted
                                                                                -----------             -----------
                                                                                            (in millions)
                                                                                                   
Short-term Obligations:
     Notes payable - banks (1)                                                    $    4.9                $    4.9
     Current portion of long-term obligations                                         15.2                    15.2
                                                                                  --------                --------
         Total Short-term Obligations                                             $   20.1                $   20.1
                                                                                  ========                ========

Long-term Obligations:
     Other long-term obligations, including capital leases                        $   94.1                $   94.1
     4.45% Notes due 2005 offered hereby (2)                                            -                    300.0
     6.00% Notes due 2006                                                            144.8                   144.8
     6.25% Notes due 2008                                                            150.0                   150.0
     6.50% Notes due 2004                                                            100.0                   100.0
     6.75% Notes due 2011                                                            494.6                   494.6
     6.75% Notes due 2004                                                            100.0                   100.0
     7.30% Notes due 2006                                                            128.2                   128.2
     7.80% Debentures due 2016                                                        75.7                    75.7
     7.00% Debentures due 2026 (7 year put option in 2003)                           192.0                   192.0
     Preferred debt securities                                                       400.0                   400.0
     Commercial paper and other short-term borrowings, reclassified                  580.0                   580.0
                                                                                  --------                --------
         Total Long-term Obligations                                              $2,459.4                $2,759.4
                                                                                  ========                ========

Shareholders' Equity:
     Common shares, without par value, authorized 750,000,000 shares,
         issued and outstanding 458,341,520 shares                                $1,989.4                $1,989.4
     Retained earnings                                                             4,581.9                 4,581.9
     Common shares in treasury, at cost - 9,113,552 shares                          (560.1)                 (560.1)
     Accumulated other comprehensive loss, net of tax                               (135.2)                 (135.2)
     Other                                                                           (12.8)                  (12.8)
                                                                                  --------                --------
         Total Shareholders' Equity                                               $5,863.2                $5,863.2
                                                                                  ========                ========
         Total Capitalization                                                     $8,322.6                $8,622.6
                                                                                  ========                ========



 (1)     The amounts indicated under this item may vary on a short term basis.

 (2)     As of December 31, 2001, Cardinal had outstanding approximately
         $1,964.2 million of indebtedness and guarantees of subsidiary
         indebtedness for borrowed money with which the Notes would rank
         equally. In addition, as of such date, Cardinal's subsidiaries had
         outstanding approximately $611.2 million of indebtedness for
         borrowed money ($495.9 million of which is guaranteed by Cardinal),
         approximately $5.6 billion of trade payables, and $400.0 million of
         preferred debt securities issued by a special purpose accounts
         receivable and financing entity, to which the Notes would be
         effectively subordinated.



                                       S-5






                                                RATIO OF EARNINGS TO FIXED CHARGES

                                                                                                             Six Months
                                                                   Fiscal Year Ended June 30,                   Ended
                                             --------------------------------------------------------------  December 31,
                                                 1997           1998         1999       2000       2001         2001
                                             ----------------------------------------------------------------------------

                                                                                               
         Ratio of Earnings to Fixed Charges       5.1            6.3         6.4         7.3         7.6         10.2




      The ratio of earnings to fixed charges is computed by dividing fixed
      charges of Cardinal and entities 50% or more owned by Cardinal into
      earnings before income taxes plus fixed charges. Fixed charges include
      interest expense, amortization of debt offering costs, and the portion of
      rent expense which is deemed to be representative of the interest factor.


                                 USE OF PROCEEDS

         The net proceeds from the sale of the Notes, before expenses, will be
$298,998,000. The net proceeds from the sale of the Notes are anticipated to be
used toward repayment of a portion of Cardinal's indebtedness and for general
corporate purposes, which may include working capital, capital expenditures,
acquisitions and investments.


                            DESCRIPTION OF THE NOTES

GENERAL

         The following information concerning the Notes supplements, and should
be read in conjunction with, the statements under "Description of Debt
Securities" in the accompanying prospectus. Capitalized terms not defined herein
are used as defined in the Indenture.

         The 4.45% Notes due 2005 will be issued as one series of unsecured debt
securities under an indenture dated as of April 18, 1997 (the "Indenture")
between Cardinal and Bank One, N.A. (formerly known as Bank One, Columbus, NA),
as trustee (the "Trustee"). Cardinal may issue from time to time other series of
debt securities under the Indenture consisting of notes or other unsecured
evidences of indebtedness, but such other series will be separate from and
independent of the Notes. The Indenture does not limit the amount of debt
securities or any other debt which may be incurred by Cardinal. In addition, the
provisions of the Indenture do not afford holders of the Notes protection in the
event of a highly leveraged transaction, reorganization, restructuring,
acquisition, merger or similar transaction involving Cardinal that could
adversely affect holders of the Notes. Reference is made to the prospectus for a
description of other general terms of the debt securities.

         The Notes will mature on June 30, 2005. Interest on the Notes will
accrue from March 15, 2002, and will be payable semiannually on June 30 and
December 30, commencing December 30, 2002, to the persons in whose names the
Notes are registered at the close of business on the June 15 or December 15
prior to the payment date at the annual rate set forth on the cover page of this
prospectus supplement. The Notes may not be redeemed before maturity.

         The Notes will be unsecured debt securities of Cardinal. The Notes rank
equally with all of our existing and future unsecured senior debt and senior to
all of our existing and future subordinated debt. As of December 31, 2001,
Cardinal had outstanding approximately $1,964.2 million of indebtedness and
guarantees of subsidiary indebtedness for borrowed money with which the Notes
would rank equally. In addition, as of such date, Cardinal's subsidiaries had
outstanding approximately $611.2 million of indebtedness for borrowed money
($495.9 million of which is guaranteed by Cardinal), approximately $5.6 billion
of trade payables, and $400.0 million of preferred debt securities issued by a
special purpose accounts receivable and financing entity, to which the Notes
would be effectively subordinated.

         The Notes will be issued in the form of one or more global notes (each,
a "Global Note"), in registered form, without coupons, in denominations of
$1,000 or an integral multiple thereof as described under "Book-Entry System."



                                      S-6



         The Notes will not be listed on a securities exchange.


BOOK-ENTRY SYSTEM

         The Notes will be issued initially in the form of one or more Global
Notes that will be deposited with, or on behalf of, The Depository Trust Company
("DTC"), which will act as securities depository for the Notes. The Notes will
be issued as fully-registered securities registered in the name of Cede & Co.
(DTC's nominee). DTC and any other depository which may replace DTC as
depository for the Notes are sometimes referred to herein as the "Depositary."
Except under the limited circumstances described below, Notes represented by
Global Notes will not be exchangeable for Certificated Notes.

         So long as the Depositary, or its nominee, is the registered owner of a
Global Note, such Depositary or such nominee, as the case may be, will be
considered the sole registered holder of the individual Notes represented by
such Global Note for all purposes under the Indenture. Payments of principal of
and premium, if any, and any interest on individual Notes represented by a
Global Note will be made to the Depositary or its nominee, as the case may be,
as the registered holder of such Global Note. Except as set forth below, owners
of beneficial interests in a Global Note will not be entitled to have any of the
individual Notes represented by such Global Note registered in their names, will
not receive or be entitled to receive physical delivery of any such Note and
will not be considered the registered holder thereof under the Indenture,
including, without limitation, for purposes of consenting to any amendment
thereof or supplement thereto as described in the accompanying prospectus.

         The following is based upon information furnished by DTC:

         DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended. DTC holds securities that its participants ("Direct
Participants") deposit with DTC. DTC also facilitates the settlement among
Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Direct Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. DTC is owned by a number of its Direct Participants and by
the New York Stock Exchange, Inc., the American Stock Exchange, LLC, and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The rules
applicable to DTC and its Participants are on file with the SEC.

         Purchases of Notes under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Notes on DTC's records.
The ownership interest of each actual purchaser of each Note ("Beneficial
Owner") is in turn to be recorded on the Direct and Indirect Participants'
records. Beneficial Owners will not receive written confirmation from DTC of
their purchase, but Beneficial Owners are expected to receive written
confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Notes are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Notes, except in
the event that use of the book-entry system for one or more Notes is
discontinued.

         To facilitate subsequent transfers, all Global Notes deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Global Notes with DTC and their registration in the
name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Notes; DTC's records reflect
only the identity of the Direct Participants to whose accounts such Notes are
credited, which may or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of their holdings on behalf of their
customers.


                                      S-7


         Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

         Neither DTC nor Cede & Co. will consent or vote with respect to the
Notes. Under its usual procedures, DTC mails an Omnibus Proxy to Cardinal as
soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
Notes are credited on the record date (identified in a listing attached to the
Omnibus Proxy).

         Principal, interest payments and redemption proceeds on the Notes will
be made to Cede & Co., or such other nominee, as may be requested by an
authorized representative of DTC. DTC's practice is to credit Direct
Participants' accounts on the payment date in accordance with their respective
holdings shown on DTC's records unless DTC has reason to believe that it will
not receive payment on the payment date. Payments by Direct Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name" and will be the responsibility of
such Direct Participant and not of DTC, any Agents, or Cardinal, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of principal, interest and redemption proceeds to DTC is the
responsibility of Cardinal, disbursement of such payments to Direct Participants
shall be the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners shall be the responsibility of Direct and Indirect
Participants.

         DTC may discontinue providing its services as securities depository
with respect to the Notes at any time by giving reasonable notice to Cardinal or
the Trustee. Under such circumstances, in the event that a successor securities
depository is not obtained, certificated notes are required to be printed and
delivered in exchange for the Notes represented by the Global Notes held by the
DTC.

         In addition, Cardinal may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depositary). In that
event, certificated notes will be printed and delivered in exchange for the
Notes represented by the Global Notes held by DTC.

         The information in this section concerning DTC and DTC's book-entry
system has been obtained from DTC. Cardinal believes such information to be
reliable, but Cardinal takes no responsibility for the accuracy thereof.

         None of Cardinal, the underwriter, the Trustee, any paying agent or the
registrar for the Notes will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests in a Global Note or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.




                                      S-8



                                  UNDERWRITING

         We intend to offer the Notes through Merrill Lynch, Pierce, Fenner &
Smith Incorporated. Subject to the terms and conditions contained in an
underwriting agreement between us and the underwriter, we have agreed to sell to
the underwriter and the underwriter has agreed to purchase from us, the Notes.
The underwriter has agreed to purchase all of the Notes sold pursuant to the
underwriting agreement if any of these Notes are purchased.

         We have agreed to indemnify the underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
or, if such indemnification is not available, to contribute to payments the
underwriter may be required to make in respect of these liabilities.

         The underwriter is offering the Notes, subject to prior sale, when, as
and if issued to and accepted by it, subject to approval of legal matters by its
counsel, including the validity of the Notes, and other conditions contained in
the underwriting agreement, such as the receipt by the underwriter of officer's
certificates and legal opinions. The underwriter reserves the right to withdraw,
cancel or modify offers to the public and to reject orders in whole or in part.

COMMISSIONS AND DISCOUNTS

         The underwriter has advised us that it proposes initially to offer the
Notes to the public at the public offering price on the cover page of this
prospectus, and to dealers at that price less a concession not in excess of .1%
of the principal amount of the Notes. The underwriter may allow, and the dealers
may reallow, a discount not in excess of .075% of the principal amount of the
Notes to other dealers. After the initial public offering, the public offering
price, concession and discount may be changed.

         The expenses of the offering, not including the underwriting discount,
are estimated to be $450,000 and are payable by us.

NEW ISSUE OF NOTES

         The Notes are a new issue of securities with no established trading
market. We have been advised by the underwriter that the underwriter presently
intends to make a market in the Notes after completion of the offering. However,
the underwriter is under no obligation to do so and may discontinue any
market-making activities at any time without notice. We cannot assure the
liquidity of the trading market for the Notes or that an active public market
for the Notes will develop. If an active public trading market for the Notes
does not develop, the market price and liquidity of the Notes may be adversely
affected.

PRICE STABILIZATION AND SHORT POSITIONS

         In connection with the offering, the underwriter is permitted to engage
in transactions that stabilize the market price of the Notes. Such transactions
consist of bids or purchases to peg, fix or maintain the price of the Notes. If
the underwriter creates a short position in the Notes in connection with the
offering, i.e., if it sells more Notes than are on the cover page of this
prospectus supplement, the underwriter may reduce that short position by
purchasing Notes in the open market. Purchases of a security to stabilize the
price or to reduce a short position could cause the price of the security to be
higher than it might be in the absence of such purchases. Neither we nor the
underwriter makes any representation or prediction as to the direction or
magnitude of any effect that the transactions described above may have on the
price of the Notes. In addition, neither we nor the underwriter makes any
representation that the underwriter will engage in these transactions or that
these transactions, once commenced, will not be discontinued without notice.


                                  LEGAL MATTERS

         The validity of the Notes will be passed upon for Cardinal by Baker &
Hostetler LLP, Cleveland, Ohio. Certain legal matters with respect to the Notes
will be passed upon for the underwriter by Shearman & Sterling, New York, New
York.



                                      S-9




                                     EXPERTS

          The consolidated financial statements and the related consolidated
financial statement schedule of Cardinal and its subsidiaries as of June 30,
2001 and 2000, and for each of the three years in the period ended June 30, 2001
have been incorporated in this prospectus supplement and accompanying prospectus
by reference from Cardinal's annual report on Form 10-K for the fiscal year
ended June 30, 2001. Such consolidated financial statements and schedule as of
and for the fiscal years ended June 30, 2001 and 2000, except for the financial
statements of Bindley Western Industries, Inc. ("Bindley") as of and for the
year ended December 31, 1999 which have been audited by PricewaterhouseCoopers
LLP and which are not separately presented herein and whose report thereon is
incorporated by reference from the Cardinal Form 10-K for the fiscal year ended
June 30, 2001, have been audited by Arthur Andersen LLP as stated in their
report which is incorporated herein by reference from the Cardinal Form 10-K for
the fiscal year ended June 30, 2001. The consolidated financial statements and
the related consolidated financial statement schedule of Cardinal and its
subsidiaries, prior to restatement for the 2001 pooling of interests with
Bindley, which are not presented herein, and except for the financial statements
of Bindley, Allegiance Corporation ("Allegiance") and R.P. Scherer Corporation
("Scherer"), for the year ended June 30, 1999 have been audited by Deloitte &
Touche LLP as stated in their report which is incorporated herein by reference
from the Cardinal Form 10-K for the fiscal year ended June 30, 2001. The
separate financial statements of Bindley for the year ended December 31, 1998,
which are not presented herein, that have been included in the June 30, 1999
restated consolidated financial statements of Cardinal and its subsidiaries were
audited by PricewaterhouseCoopers LLP. The separate financial statements of
Allegiance for the year ended June 30, 1999, which are not presented herein,
have been audited by PricewaterhouseCoopers LLP and the financial statements of
Scherer for the year ended June 30, 1999, which are not presented herein, have
been audited by Arthur Andersen LLP, as stated in their reports which are
incorporated herein by reference from Cardinal's Form 10-K for the fiscal year
ended June 30, 2001. Arthur Andersen LLP audited the combination of the
consolidated financial statements and related consolidated financial statement
schedule for the year ended June 30, 1999, after restatement for the 2001
Bindley pooling of interests. Such consolidated financial statements and
supporting schedule of Cardinal and its subsidiaries as described above are
incorporated herein by reference in reliance upon the reports of the respective
firms and upon the authority of the respective firms as experts in accounting
and auditing in respect to the entities and for the periods they have audited.
All of the foregoing firms are independent public auditors with respect to the
entities and for the periods they have audited.


                                      S-10










                                   PROSPECTUS

                          [CARDINAL HEALTH, INC. LOGO]

                        COMMON SHARES AND DEBT SECURITIES

                         OFFERING PRICE: $1,000,000,000

       We may offer, from time to time:

         (i)     common shares, and

         (ii)    unsecured debt securities.

       For each type of securities listed above, the amount, price and terms
will be determined at or prior to the time of sale.

       We will provide the specific terms of these securities in an accompanying
prospectus supplement or supplements. You should read this prospectus and the
accompanying prospectus supplement or supplements carefully before you invest.

       Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

       This prospectus may not be used to consummate sales of any of these
securities unless accompanied by a prospectus supplement.
















                 The date of this prospectus is June 27, 2001









                                TABLE OF CONTENTS



                                                                                                      PAGE
                                                                                                      ----

                                                                                                   
About this Prospectus...............................................................................   3

Where you can find more information and incorporation of certain documents by reference.............   3

Cautionary statement regarding forward-looking statements...........................................   4

The Company.........................................................................................   6

Use of proceeds.....................................................................................   6

Ratio of earnings to fixed charges..................................................................   6

Description of common shares........................................................................   7

Description of debt securities......................................................................   8

Legal opinions......................................................................................  19

Experts.............................................................................................  19

Plan of distribution................................................................................  20






                                       2










                              ABOUT THIS PROSPECTUS

    This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission ("SEC") using a "shelf" registration process.
Under this shelf process, we may sell any combination of our debt securities and
our common shares in one or more offerings up to a total dollar amount of
$1,000,000,000. This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and the applicable prospectus supplement together with additional information
described under the heading "Where You Can Find More Information."

    Unless otherwise indicated or unless the context otherwise requires, all
references in this prospectus to "we," "us," "our" or the "Company" mean
Cardinal Health, Inc. and its consolidated subsidiaries, and references to
"Cardinal" refer to Cardinal Health, Inc. excluding its consolidated
subsidiaries.

                     WHERE YOU CAN FIND MORE INFORMATION AND
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available over the Internet at the
SEC's web site at http://www.sec.gov. You may also read and copy any document we
file at the SEC's public reference room at 450 Fifth Street N.W., Room 1024,
Washington, D.C. 20549, and in New York, New York, and Chicago, Illinois. Please
call the SEC at 1-800-SEC-0330 for more information on the public reference
rooms and their copy charges. You may also inspect our SEC reports and other
information at the New York Stock Exchange, 20 Broad Street, New York, New York
10005.

    This prospectus is part of a registration statement on Form S-3 that we
filed with the SEC, which includes exhibits and other information not included
in this prospectus. The SEC allows us to "incorporate by reference" into this
prospectus the information we file with it. This means that we are disclosing
important information to you by referring to other documents filed separately
with the SEC. The information incorporated by reference is an important part of
this prospectus and information that we file later with the SEC will
automatically update and supercede this information. We incorporate by reference
the documents listed below which we have previously filed with the SEC and any
future filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended, after the date of this
prospectus until we sell all of the securities covered by this prospectus.





                                       3







SEC FILINGS                                                           PERIOD/DATE
-----------                                                           -----------

                                                                  
--  Annual Report on Form 10-K...................................    Fiscal Year ended June 30, 2000
--  Quarterly Reports on Form 10-Q...............................    Quarters ended September 30, 2000;
                                                                     December 31, 2000; and March 31, 2001
--  Current Reports on Form 8-K and 8-K/A........................    Filed February 2, 2001; February 8, 2001;
                                                                     February 14, 2001; and June 7, 2001
--  Description of common shares
     contained in Registration Statement
     on Form 8-A.................................................    Filed August 19, 1994


       You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:

                              Cardinal Health, Inc.
                               7000 Cardinal Place
                               Dublin, Ohio 43017
                                 (614) 757-5222
                          Attention: Investor Relations

       You should rely only on the information contained or incorporated by
reference in this prospectus and accompanying prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. The information in this prospectus is current only as of the date of
this prospectus. Our business, financial condition, results of operation and
prospects may have changed since that date.

            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

       The Private Securities Litigation Reform Act of 1995 (the "Act") provides
a "safe harbor" for "forward-looking statements" (as defined in the Act). This
prospectus and the documents incorporated by reference into this prospectus may
include a number of forward-looking statements with respect to our financial
condition, results of operations, plans, objectives, future performance and
business. These forward-looking statements involve various risks and
uncertainties. Actual results may differ materially from those contemplated,
projected or implied by these forward-looking statements due to, among others,
the following factors and events (the order of which does not necessarily
reflect their relative significance):

       -    uncertainties relating to general economic conditions;

       -    the loss of one or more key customer or supplier relationships, such
            as pharmaceutical and medical-surgical manufacturers for which
            alternative supplies may not be available;

       -    challenges associated with integrating our information systems with
            those of our customers;

       -    potential liabilities associated with warranties of our information
            systems, and the malfunction or failure of our information systems
            or those of third parties with whom we do business, such as
            malfunctions or failures associated with date-related issues and
            disruption to internet-related operations;

       -    costs and difficulties related to the integration of acquired
            businesses;

       -    changes to the presentation of financial results and position
            resulting from adoption of new accounting principles or upon the
            advice of our independent auditors or the staff of the SEC;



                                        4






       -    changes in the distribution or outsourcing pattern for
            pharmaceutical and medical-surgical products and services, including
            an increase in direct distribution or a decrease in contract
            packaging by pharmaceutical manufacturers;

       -    changes in government regulations or our failure to comply with
            those regulations;

       -    the costs and other effects of legal, regulatory and administrative
            proceedings;

       -    injury to person or property resulting from our manufacturing,
            packaging, repackaging, drug delivery system development and
            manufacturing, information systems, or pharmacy management services;

       -    competitive factors in our healthcare service businesses, including
            pricing pressures;

       -    unforeseen changes in our existing agency and distribution
            arrangements;

       -    the continued financial viability and success of our customers,
            suppliers, and franchisees;

       -    changes in customer purchasing patterns;

       -    shifts in growth rates among segments driven by various factors;

       -    difficulties encountered by our competitors, whether or not we face
            the same or similar issues;

       -    technological developments and products offered by competitors;

       -    failure to retain or continue to attract senior management or key
            personnel;

       -    risks associated with international operations, including
            fluctuations in currency exchange ratios and the impact of the Euro
            currency;

       -    costs associated with protecting our trade secrets and enforcing our
            patent, copyright and trademark rights, and successful challenges to
            the validity of our patents, copyrights or trademarks;

       -    difficulties or delays in the development, production,
            manufacturing, and marketing of new products and services;

       -    strikes or other labor disruptions;

       -    labor and employee benefit costs;

       -    pharmaceutical and medical-surgical manufacturers' pricing policies
            and overall drug price inflation; and

       -    changes in hospital buying groups or hospital buying practices.

       Other factors that could cause actual results or conditions to differ
from those anticipated by forward-looking statements include those more fully
described in those documents incorporated by reference from Cardinal's public
filings with the SEC. Because forward-looking statements are subject to risks
and uncertainties, actual results may differ materially from those expressed,
projected or implied by these forward-looking statements. You should not place
undue reliance on these statements, which speak only as of the date of this
prospectus or, in the case of documents incorporated by reference, the dates of
those documents. All subsequent written and oral forward-looking statements
attributable to us or any person acting on our behalf are expressly qualified in
their entirety by the cautionary statements contained or referred to

                                        5





in this section. We undertake no obligation to release publicly any revisions to
these forward-looking statements to reflect events or circumstances after the
date of this prospectus or to reflect the occurrence of unanticipated events,
except to the extent required by law.


                                   THE COMPANY

       We are one of the country's leading providers of products and services
supporting the health care industry. We provide innovative, cost-effective
pharmaceutical services that improve the medication use process for a broad base
of customers nationwide. These services include pharmaceutical distribution,
hospital pharmacy management, automated dispensing systems manufacturing, drug
delivery systems, pharmaceutical packaging, retail pharmacy franchising and
clinical information systems development. The Company also manufactures and
distributes medical, surgical and laboratory products through its wholly owned
subsidiary, Allegiance Corporation.

       The mailing address of our executive offices is 7000 Cardinal Place,
Dublin, Ohio 43017, and our telephone number is (614) 757-5000.

       The foregoing information concerning the Company does not purport to be
comprehensive. For additional information concerning our business and affairs,
including capital requirements and external financing plans, pending legal and
regulatory proceedings and descriptions of certain laws and regulations to which
we may be subject, please refer to the documents incorporated by reference into
this prospectus.

                                 USE OF PROCEEDS

       Except as we may describe otherwise in a prospectus supplement, we will
use the proceeds from the sale of the securities offered by this prospectus for
general corporate purposes, which may include working capital, capital
expenditures, repayment or refinancing of indebtedness, acquisitions, and
investments.

                       RATIO OF EARNINGS TO FIXED CHARGES

       Our ratio of earnings to fixed charges for each of the fiscal years ended
June 30, 1996 through 2000 and for the nine months ended March 31, 2001 are as
follows:

                           FISCAL YEAR ENDED JUNE 30,



                                                                                              Nine Months Ended
                                1996        1997       1998        1999        2000            March 31, 2001
                                ----        ----       ----        ----        ----            --------------

                                                                              
Ratio of Earnings to Fixed
Charges..........               (0.2)       5.1        6.3         6.4         7.3              6.8



       The ratio of earnings to fixed charges is computed by dividing fixed
charges of Cardinal into earnings before income taxes plus fixed charges.
Fixed charges include interest expense, amortization of debt offering costs,
and the portion of rent expense which is deemed to be representative of the
interest factor.






                                        6





                          DESCRIPTION OF COMMON SHARES

       The following is a summary of certain rights of the holders of our common
shares. Reference is made to Cardinal's Amended and Restated Articles of
Incorporation, as amended (the "Articles"), and Cardinal's Restated Code of
Regulations, as amended (the "Regulations"), copies of which are filed as
exhibits to the Registration Statement of which this prospectus is a part and
are incorporated into this prospectus by reference. See "Where You Can Find More
Information" on page 3 of this prospectus for information on how to obtain a
copy of the Articles or Regulations.

       Cardinal's Articles authorize us to issue up to 750,000,000 common
shares. On May 31, 2001, 447,199,704 common shares were issued and outstanding,
approximately 7,087,460 were held in treasury, approximately 77,000,000 were
reserved for issuance under stock based benefit plans. On June 13, 2001,
Cardinal filed a Form S-4 Registration Statement with the SEC to increase the
number of shares reserved for issuance under an equity shelf registration
statement to 15,000,000. The Articles also authorize us to issue up to 5,000,000
Class B common shares, none of which is outstanding, and 500,000 non-voting
preferred shares, none of which is outstanding or reserved for issuance.

       From time to time, Cardinal may issue additional authorized but unissued
common shares for share dividends, stock splits, employee benefit programs,
financing and acquisition transactions, and other general purposes. Those common
shares will be available for issuance without action by Cardinal's shareholders,
unless such action by the Cardinal shareholders is required by applicable law or
the rules of the New York Stock Exchange or any other stock exchange on which
common shares may be listed in the future.

       All of the outstanding common shares are fully paid and nonassessable.
Holders of the common shares do not have preemptive rights and have no rights to
convert their common shares into any other security. All common shares are
entitled to participate equally and ratably in dividends, when and as declared
by the board of directors. In the event of the liquidation of Cardinal, holders
of common shares are entitled to share ratably in assets remaining after payment
of all liabilities subject to prior distribution rights of any preferred shares
then outstanding. Holders of the common shares are entitled to one vote per
share for the election of directors and upon all matters on which shareholders
are entitled to vote. Holders of Class B common shares (if any are issued in the
future) are entitled to one-fifth of one vote per share in the election of
directors and upon all matters on which shareholders are entitled to vote. Under
certain circumstances, holders of Class B common shares have a separate class
vote. Under Ohio law, Cardinal shareholders are generally afforded the right to
vote their common shares cumulatively for the election of nominees to fill the
particular class of directors to be elected at each annual meeting, subject to
compliance with certain procedural requirements.

       Cardinal's board of directors currently consists of thirteen members,
divided into two classes of four members each and a third class of five members.
The Regulations provide that the number of directors may be increased or
decreased by action of the board of directors upon the majority vote of the
board, but in no case may the number of directors be fewer than nine or more
than fourteen without an amendment approved by the affirmative vote of the
holders of not less than 75% of the shares having voting power with respect to
that proposed amendment. The Regulations require that any proposal to either
remove a director during his term of office or to further amend the Regulations
relating to the classification or removal of directors be approved by the
affirmative vote of the holders of not less than 75% of the shares having voting
power with respect to such proposal. The board of directors may fill any vacancy
with a person who will serve until the shareholders hold an election to fill the
vacancy. The purpose of these provisions is to prevent directors from being
removed from office prior to the expiration of their respective terms, thus
protecting the safeguards inherent in the classified board structure unless
dissatisfaction with the performance of one or more directors is widely shared
by Cardinal's shareholders. These provisions could also have the effect of
increasing from one year to two or three years (depending upon the number of
common shares held) the amount of time required for an acquiror to obtain
control of Cardinal by electing a majority of the board of directors and may
also make the removal of incumbent management more difficult and discourage or
render more difficult certain mergers, tender offers, proxy contests, or other
potential takeover proposals.



                                        7






CERTAIN ANTI-TAKEOVER PROVISIONS OF OHIO LAW

       Chapter 1704 of the Ohio Revised Code (the "Ohio Law") provides generally
that any person who acquires 10% or more of a corporation's voting stock
(thereby becoming an "interested shareholder") may not engage in a wide range of
"business combinations" with the corporation for a period of three years
following the date the person became an interested shareholder, unless the
directors of the corporation have approved the transactions or the interested
shareholder's acquisition of shares of the corporation prior to the date the
interested shareholder became a interested shareholder of the corporation.
These restrictions on interested shareholders do not apply under certain
circumstances, including, but not limited to, the following: (i) if the
corporation's original articles of incorporation contain a provision expressly
electing not to be governed by Chapter 1704 of the Ohio Law; (ii) if the
corporation, by action of its shareholders, adopts an amendment to its articles
of incorporation expressly electing not to be governed by such section; or (iii)
if, on the date the interested shareholder became a shareholder of the
corporation, the corporation did not have a class of voting shares registered or
traded on a national securities exchange. The Cardinal articles do not contain a
provision electing not to be governed by Chapter 1704.

       Under Section 1701.831 of the Ohio Law, unless the articles of
incorporation or regulations of a corporation otherwise provide, any "control
share acquisition" of an "issuing public corporation" can be made only with the
prior approval of the corporation's shareholders. A "control share acquisition"
is defined as any acquisition of shares of a corporation that, when added to all
other shares of that corporation owned by the acquiring person, would enable
that person to exercise levels of voting power in any of the following ranges:
at least 20% but less than 33 1/3%, at least 33 1/3% but less than 50%, or 50%
or more. Cardinal falls within the definition of issuing public corporation, but
its regulations expressly provide that the provisions of Section 1701.831 of the
Ohio Law do not apply to us.

TRANSFER AGENT AND REGISTRAR

       The transfer agent and registrar for the common shares is EquiServe Trust
Company, Jersey City, New Jersey.

                         DESCRIPTION OF DEBT SECURITIES

       The debt securities offered by this prospectus will be unsecured
obligations of Cardinal and will be issued under an indenture dated as of April
18, 1997, between Cardinal and Bank One, N.A. (formerly known as, Bank One,
Columbus, N.A.), as trustee.

       The following briefly summarizes the material provisions of the indenture
and the debt securities. You should read the more detailed provisions of the
indenture, including the defined terms, because they, and not this description,
define the rights of holders of debt securities. You should also read the
particular terms of the debt securities, which will be described in more detail
in the applicable prospectus supplement. See "Where You Can Find More
Information" for information on how to obtain copies of the indenture. The
indenture has been incorporated by reference as an exhibit to this registration
statement of which this prospectus is a part.

GENERAL

       The indenture provides that the debt securities may be issued from time
to time in one or more series. The indenture does not limit the amount of debt
securities or any other debt we may incur except as provided below under
"Limitations on Subsidiary Debt." Unless otherwise specified in a prospectus
supplement, a default in our obligations with respect to any other indebtedness
will not constitute a default or an event of default with respect to the debt
securities. The indenture does not contain any covenants or provisions that
afford holders of debt securities protection in the event of a highly leveraged
transaction. The debt securities will be unsecured and will rank on a parity
with all of our other unsecured and unsubordinated indebtedness.

                                        8






       We conduct nearly all of our operations through subsidiaries and we
expect that we will continue to do so. As a result, the right of Cardinal to
participate as a shareholder in any distribution of assets of any subsidiary
upon its liquidation or reorganization or otherwise and the ability of holders
of debt securities to benefit as creditors of Cardinal from any distribution are
subject to the prior claims of creditors of the subsidiary. As of March 31,
2001, Cardinal had outstanding approximately $1.1 billion of indebtedness for
borrowed money with which the debt securities would rank equally. In addition,
as of such date, Cardinal's subsidiaries had outstanding approximately $1.1
billion of indebtedness for borrowed money. On a consolidated basis, the Company
had approximately $5.1 billion of trade payables as of March 31, 2001, to which
the debt securities would be effectively subordinated.

       The prospectus supplement relating to any series of debt securities will,
among other things, describe the following terms, where applicable:

         -       the designation, aggregate principal amount and purchase price;

         -       the date or dates on which principal is payable;

         -       the interest rate or the method of computing the interest rate;

         -       the interest payment date and any related record dates;

         -       any redemption, repayment or sinking fund provisions; and

         -       any other specific terms of the debt securities.

       Unless otherwise specified in a prospectus supplement, principal and
premium, if any, will be payable, and the debt securities will be transferable
and exchangeable without service charge, at the office of the trustee. Interest
on any series of debt securities will be payable on the interest payment dates
to the persons in whose names the debt securities are registered at the close of
business on the related record dates, and, unless other arrangements are made,
will be paid by checks mailed to such persons.

       Debt securities may be issued as discounted debt securities (bearing no
interest or interest at a rate which at the time of issuance is below market
rates) and sold at a discount which may be substantially below their stated
principal amount ("Original Issue Discount Securities"). The applicable
prospectus supplement may describe the Federal income tax consequences and other
special considerations applicable to any Original Issue Discount Securities.

DEFINITIONS

       The definitions set forth below is a description of the terms that are
defined in the indenture and used in this prospectus. The complete definitions
are set forth in the indenture.

"Attributable Debt" means in connection with a sale and lease-back transaction
the lesser of:

         -       the fair value of the assets subject to the transaction; or

         -       the aggregate of present values (discounted at a rate per annum
                 equal to the weighted average Yield to Maturity of the debt
                 securities of all series then outstanding and compounded
                 semiannually) of our obligations for rental payments during the
                 remaining term of all leases.

"Consolidated Net Tangible Assets" means the aggregate amount of assets after
deducting therefrom:

                                        9






         -       all current liabilities (excluding any thereof constituting
                 Funded Indebtedness by reason of being renewable or
                 extendable); and

         -       all goodwill, trade names, trademarks, patents, unamortized
                 debt discount and expense and other like intangibles, all as
                 set forth on our most recent balance sheet and computed in
                 accordance with generally accepted accounting principles.

"Consolidated Subsidiary" means any Subsidiary substantially all the property of
which is located, and substantially all the operations of which are conducted,
in the United States of America whose financial statements are consolidated with
those of Cardinal in accordance with generally accepted accounting principles
practiced in the United States of America.

"Exempted Debt" means the sum of the following as of the date of determination:

         -       our indebtedness incurred after the date of the indenture and
                 secured by liens not permitted by the limitation on liens
                 provisions of the indenture; and

         -       our Attributable Debt in respect of every sale and lease-back
                 transaction entered into after the date of the indenture, other
                 than leases permitted by the limitation on sale and lease-back
                 provisions of the indenture.

"Financing Subsidiary" means any Subsidiary, including its Subsidiaries, engaged
in one or more of the following activities:

         -       the business of making loans or advances, extending credit or
                 providing financial accommodations (including leasing new or
                 used products) to others;

         -       the business of purchasing notes, accounts receivable (whether
                 or not payable in installments), conditional sale contracts or
                 other obligations of others originating in sales at wholesale
                 or retail; or

         -       any other business as may be reasonably incidental to those
                 described herein, including the ownership and use of property
                 in connection with it.

"Funded Indebtedness" means all Indebtedness having a maturity of more than 12
months from the date as of which the amount of Indebtedness is to be determined
or having a maturity of less than 12 months but by its terms being renewable or
extendable beyond 12 months from such date at the option of the borrower.

"Indebtedness" means all items classified as indebtedness on our most recently
available balance sheet in accordance with generally accepted accounting
principles.

"Original Issue Discount Security" means any Debt Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration thereof following an event of default.

"Rate Hedging Obligations" means any and all obligations of anyone arising
under:

         -       any and all agreements, devices or arrangements designed to
                 protect at least one of the parties thereto from the
                 fluctuations of interest rates, exchange rates or forward rates
                 applicable to such party's assets, liabilities or exchange
                 transactions; and

         -       any and all cancellations, buybacks, reversals, terminations or
                 assignments of the same.


                                       10






"Restricted Subsidiary" means a "significant subsidiary" as defined in Article
1, Rule 1-02 of Regulation S-X, promulgated under the Securities Act and as
amended from time to time.

"Senior Funded Indebtedness" means any of our Funded Indebtedness that is not
subordinated in right of payment to any of our other Indebtedness.

"Subsidiary" means any corporation of which at least a majority of the
outstanding stock having voting power (under ordinary circumstances) to elect a
majority of the board of directors of that corporation is at the time owned by
Cardinal or by Cardinal and one or more Subsidiaries or by one or more
Subsidiaries.

"Yield to Maturity" means the yield to maturity on a series of debt securities,
calculated at the time of issuance of such series, or, if applicable, at the
most recent redetermination of interest on such series, and calculated in
accordance with accepted financial practice.

CERTAIN COVENANTS

       The following is a summary of the material covenants contained in the
indenture.

Limitation on Liens.

       So long as any of the debt securities remain outstanding, Cardinal will
not, and it will not permit any Consolidated Subsidiary to, create or assume any
Indebtedness for borrowed money which is secured by a mortgage, pledge, security
interest or lien ("liens") of or upon any assets, of Cardinal or any
Consolidated Subsidiary, whether now owned or hereafter acquired, without
equally and ratably securing the debt securities by a lien ranking ratably with
and equal to such secured Indebtedness. The foregoing restriction does not apply
to:

         (a)     liens existing on the date of the indenture;

         (b)     liens on assets of any corporation existing at the time it
                 becomes a Consolidated Subsidiary;

         (c)     liens on assets existing at the time we acquire them, or to
                 secure the payment of the purchase price for them, or to secure
                 Indebtedness incurred or guaranteed by Cardinal or a
                 Consolidated Subsidiary for the purpose of financing the
                 purchase price of assets or improvements to or construction of
                 them, which Indebtedness is incurred or guaranteed prior to, at
                 the time of, or within 360 days after the acquisition (or in
                 the case of real property, completion of such improvement or
                 construction or commencement of full operation of the property,
                 whichever is later);

         (d)     liens securing Indebtedness owing by any Consolidated
                 Subsidiary to Cardinal or another wholly owned domestic
                 Subsidiary;

         (e)     liens on any assets of a corporation existing at the time the
                 corporation is merged into or consolidated with Cardinal or a
                 Subsidiary or at the time of a purchase, lease or other
                 acquisition of the assets of a corporation or firm as an
                 entirety or substantially as an entirety by Cardinal or a
                 Subsidiary;

         (f)     liens on any assets of Cardinal or a Consolidated Subsidiary in
                 favor of the United States of America or any State thereof, or
                 in favor of any other country, or political subdivision
                 thereof, to secure certain payments pursuant to any contract or
                 statute or to secure any Indebtedness incurred or guaranteed
                 for the purpose of financing all or any part of the purchase
                 price (or, in the case of real property, the cost of
                 construction) of the assets subject to such liens (including,
                 but not limited to, liens incurred in connection with pollution
                 control, industrial revenue or similar financings);

                                       11






         (g)     any extension, renewal or replacements (or successive
                 extensions, renewals or replacements) in whole or in part, of
                 any lien referred to in the foregoing clauses (a) to (f),
                 inclusive;

         (h)     certain statutory liens or other similar liens arising in the
                 ordinary course of business or certain liens arising out of
                 governmental contracts;

         (i)     certain pledges, deposits or liens made or arising under
                 workers' compensation or similar legislation or in certain
                 other circumstances;

         (j)     liens created by or resulting from certain legal proceedings,
                 including certain liens arising out of judgments or awards;

         (k)     liens for certain taxes or assessments, landlord's liens and
                 liens and charges incidental to the conduct of our business, or
                 our ownership of our assets which were not incurred in
                 connection with the borrowing of money and which do not, in our
                 opinion, materially impair our use of such assets in our
                 operations or the value of the assets for its purposes; or

         (l)     liens on any assets of a Financing Subsidiary.

       Notwithstanding the foregoing restrictions, we may create or assume any
Indebtedness which is secured by a lien, without securing the debt securities,
provided that at the time of such creation or assumption, and immediately after
giving effect thereto, the Exempted Debt then outstanding at such time does not
exceed 20% of Consolidated Net Tangible Assets.

Limitations on Subsidiary Debt.

       Cardinal will not permit any Restricted Subsidiary directly or indirectly
to incur any Indebtedness for money borrowed, except that the foregoing
restrictions will not apply to the incurrence of:

         (a)     Indebtedness outstanding on the date of the indenture;

         (b)     Indebtedness of a Restricted Subsidiary that represents its
                 assumption of Indebtedness of another Subsidiary, and
                 Indebtedness owed by any Restricted Subsidiary of Cardinal or
                 to another Subsidiary, provided that such Indebtedness will be
                 at all times held by either Cardinal or a Subsidiary, and
                 provided further that upon the transfer or disposition of such
                 Indebtedness to someone other than Cardinal or another
                 Subsidiary, the incurrence of such Indebtedness will be deemed
                 to be an incurrence that is not permitted;

         (c)     Indebtedness arising from (i) the endorsement of negotiable
                 instruments for deposit or collection or similar transactions
                 in the ordinary course of business; or (ii) the honoring by a
                 bank or other financial institution of a check, draft or
                 similar instrument inadvertently (except in the case of
                 daylight overdrafts) drawn against insufficient funds in the
                 ordinary course of business, provided that such overdraft is
                 extinguished within five business days of incurrence;

         (d)     Indebtedness arising from guarantees of loans and advances by
                 third parties to employees and officers of a Restricted
                 Subsidiary in the ordinary course of business for bona fide
                 business purposes, provided that the aggregate amount of such
                 guarantees by all Restricted Subsidiaries does not exceed
                 $1,000,000;

         (e)     Indebtedness incurred by a foreign Restricted Subsidiary in the
                 ordinary course of business;

         (f)     Indebtedness of any corporation existing at the time such
                 corporation becomes a Restricted Subsidiary or is merged into a
                 Restricted Subsidiary or at the time of a purchase, lease or
                 other acquisition by a Restricted Subsidiary of all or
                 substantially all of the assets of such corporation;


                                       12





         (g)     Indebtedness of a Restricted Subsidiary arising from agreements
                 or guarantees providing for or creating any obligations of
                 Cardinal or any of its Subsidiaries incurred in connection with
                 the disposition of any business, property or Subsidiary,
                 excluding guarantees or similar credit support by a Restricted
                 Subsidiary of indebtedness incurred by the acquirer of such
                 business, property or Subsidiary for the purpose of financing
                 such acquisition;

         (h)     Indebtedness of a Restricted Subsidiary with respect to bonds,
                 bankers' acceptances or letters of credit provided by such
                 Subsidiary in the ordinary course of business;

         (i)     Indebtedness secured by a lien permitted by the provisions
                 regarding limitations on liens or arising in respect of a sale
                 and lease-back transaction permitted by the provisions
                 regarding such transactions or any Indebtedness incurred to
                 finance the purchase price or cost of construction of
                 improvements with respect to property or assets acquired after
                 the date of the indenture;

         (j)     Indebtedness that is issued, assumed or guaranteed in
                 connection with compliance by a Restricted Subsidiary with the
                 requirements of any program, applicable to such Restricted
                 Subsidiary, adopted by any governmental authority that provides
                 for financial or tax benefits which are not available directly
                 to Cardinal;

         (k)     Indebtedness arising from Rate Hedging Obligations incurred to
                 limit risks of currency or interest rate fluctuations to which
                 a Subsidiary is otherwise subject by virtue of the operations
                 of its business, and not for speculative purposes;

         (l)     Indebtedness incurred by any Financing Subsidiary; and

         (m)     Indebtedness incurred in connection with refinancing of any
                 Indebtedness described in (a), (b), (f), (g) and (i) above
                 ("Refinancing Indebtedness"), provided that:

                          (i)      the principal amount of the Refinancing
                                   Indebtedness does not exceed the principal
                                   amount of the Indebtedness refinanced (plus
                                   the premiums paid and expenses incurred in
                                   connection therewith),

                          (ii)     the Refinancing Indebtedness has a weighted
                                   average life to maturity equal to or greater
                                   than the weighted average life to maturity of
                                   the Indebtedness being refinanced, and

                          (iii)    the Refinancing Indebtedness ranks no more
                                   senior, and is at least as subordinated, as
                                   the Indebtedness being refinanced.

       Notwithstanding the foregoing restrictions, Restricted Subsidiaries may
incur any Indebtedness for money borrowed that would otherwise be subject to the
foregoing restrictions in an aggregate principal amount which, together with the
aggregate principal amount of other Indebtedness (not including the Indebtedness
permitted above), does not, at the time such Indebtedness is incurred, exceed
20% of Consolidated Net Tangible Assets.

Limitation on Sale and Lease-Back Transactions.

       Sale and lease-back transactions (except such transactions involving
leases for less than three years) by Cardinal or any Consolidated Subsidiary of
any assets are prohibited unless:

         -       Cardinal or the Consolidated Subsidiary would be entitled to
                 incur Indebtedness secured by a lien on the assets to be leased
                 in an amount at least equal to the Attributable Debt in respect
                 to such transaction without equally and ratably securing the
                 debt securities; or

                                       13






         -       the proceeds of the sale of the assets to be leased are at
                 least equal to their fair value as determined by our board of
                 directors and the proceeds are applied to the purchase or
                 acquisition (or, in the case of real property, the
                 construction) of assets or to the retirement of Senior Funded
                 Indebtedness.

       The foregoing limitation will not apply if at the time Cardinal or any
Consolidated Subsidiary enters into such sale and lease-back transaction,
immediately after giving effect thereto, Exempted Debt does not exceed 20% of
the Consolidated Net Tangible Assets.

Merger, Consolidation, Sale, Lease or Conveyance.

       Cardinal will not merge or consolidate with any other corporation and
will not sell, lease or convey all or substantially all its assets to any
person, unless:

         -       Cardinal will be the continuing corporation; or

         -       the successor corporation or person that acquires all or
                 substantially all of Cardinal's assets is a corporation
                 organized under the laws of the United States or a State
                 thereof or the District of Columbia; and

         -       the successor corporation or person expressly assumes all of
                 Cardinal's obligations under the indenture and the debt
                 securities; and

         -       immediately after such merger, consolidation, sale, lease or
                 conveyance, the successor corporation or person is not in
                 default in the performance of the covenants and conditions of
                 the indenture to be performed or observed by Cardinal.

BOOK-ENTRY DEBT SECURITIES

       The debt securities of a series may be represented by one or more global
securities that will be deposited with, or on behalf of, a depositary or its
nominee identified in the applicable prospectus supplement. The one or more
global securities will be issued in a denomination or aggregate denominations
equal to the portion of the aggregate principal amount of outstanding debt
securities of the series. Unless and until it is exchanged in whole or in part
for debt securities in registered form, a global security may not be registered
for transfer or exchange except as a whole by the depositary and except in the
circumstances described in the applicable prospectus supplement.

       The specific terms of the depositary arrangement with respect to any
portion of a series of debt securities to be represented by a global security
will be described in the applicable prospectus supplement. However, we expect
that the following provisions will apply to depositary arrangements:

         -       Unless otherwise specified in the applicable prospectus
                 supplement, debt securities which are to be represented by a
                 global security will be registered in the name of the
                 depositary or its nominee;

         -       Upon the issuance and deposit of such global security with the
                 depositary, the depositary will credit on its book-entry
                 registration and transfer system the respective principal
                 amounts of the debt securities represented by the global
                 security to the accounts of institutions that have accounts
                 with the depositary or its nominee ("participants");

         -       If the debt securities are offered and sold directly by us, the
                 accounts to be credited will be designated by the underwriters
                 or agents of the debt securities or by us;

         -       Ownership of beneficial interests in the global security will
                 be limited to participants or persons that may hold interests
                 through participants;


                                       14




         -       Ownership of beneficial interests by participants will be shown
                 on, and the transfer of that ownership interest will be
                 effected only through, records maintained by the depositary or
                 its nominee; and

         -       Ownership of beneficial interests by persons that hold through
                 participants will be shown on, and the transfer of that
                 ownership interest within such participant will be effected
                 only through, records maintained by such participant.

       The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in certificated form. These
limitations and laws may impair the ability to transfer beneficial interests in
such global securities.

       As long as the depositary or its nominee is the registered owner of a
global security, the depositary or its nominee will be considered the sole owner
or holder of the debt securities represented by the global security for all
purposes under the indenture. Unless otherwise specified in the applicable
prospectus supplement, owners of beneficial interests in global securities will
not be entitled to have debt securities registered in their names, will not
receive or be entitled to receive physical delivery of debt securities in
certificated form, and will not be considered the holders for any purposes under
the indenture. Accordingly, each person owning a beneficial interest in the
global security must rely on the procedures of the depositary and, if the person
is not a participant, on the procedures of the participant through which the
person owns its interest, to exercise any rights of a holder under the
indenture.

       We understand that under existing industry practices, if we request any
action of holders or an owner of a beneficial interest desires to give any
notice or take any action a holder is entitled to give or take under the
indenture, the depositary would authorize the participants to give such notice
or take such action, and participants would authorize beneficial owners owning
through such participants to give such notice or take such action or would
otherwise act upon the instructions of beneficial owners owning through them.

       Principal of and any premium and interest on a global security will be
payable as described in the applicable prospectus supplement.


MODIFICATION OF THE INDENTURE

       Cardinal and the trustee cannot modify the indenture or any supplemental
indenture or the rights of the holders of the debt securities without the
consent of holders of not less than 66 2/3% in principal amount of the debt
securities at the time outstanding of all series affected (voting as one class).
Cardinal and the trustee cannot modify the indenture without the consent of the
holder of each outstanding debt security of such series affected by such
modification to:

         (1)     extend the final maturity of any of the debt securities; or

         (2)     reduce the principal amount; or

         (3)     reduce the rate or extend the time of payment of interest; or

         (4)     reduce any amount payable on redemption; or

         (5)     reduce the amount of the principal of an Original Issue
                 Discount Security that would be due and payable upon an
                 acceleration of the maturity; or

         (6)     reduce the amount provable in bankruptcy; or

         (7)     impair or affect the right of any holder of the debt securities
                 to institute suit for payment.


                                       15






       In addition, the consent of all holders of debt securities is required to
reduce the percentage of consent required to effect any modification.

       Cardinal and the trustee may modify the indenture or enter into
supplemental indentures without the consent of the holders of the debt
securities, in certain cases, including:

         (1)     to convey, transfer, assign, mortgage or pledge to the trustee
                 as security for the debt securities any property or assets;

         (2)     to evidence the succession of another corporation to Cardinal
                 and the assumption by the successor corporation of the
                 covenants, agreements and obligations of Cardinal;

         (3)     to add to Cardinal's covenants any further covenants,
                 restrictions, conditions or provisions considered to be for the
                 protection of the holders;

         (4)     to cure any ambiguity or to correct or supplement any provision
                 contained in the indenture which may be defective or
                 inconsistent with any other provision contained in the
                 indenture or to make such other provisions in regard to matters
                 or questions arising under the indenture that will not
                 adversely affect the interests of the holders of the debt
                 securities in any material respect;

         (5)     to establish the form or terms of debt securities; and

         (6)     to evidence or provide for the acceptance of appointment by a
                 successor trustee and to add to or change any of the provisions
                 of the indenture that may be necessary to provide for or
                 facilitate the administration of the trusts created thereunder
                 by more than one trustee.


EVENTS OF DEFAULT

       The following constitute events of default under debt securities of any
series:

         (1)     failure to pay principal of and premium, if any, on any debt
                 securities of such series when due;

         (2)     failure to pay interest on any debt securities of such series
                 when due for 30 days;

         (3)     failure to perform any other covenant or agreement of Cardinal
                 in the debt securities of such series or the indenture for 90
                 days after written notice to Cardinal specifying that such
                 notice is a "notice of default" under the indenture;

         (4)     failure to pay any sinking fund installment when due on any
                 debt securities of such series;

         (5)     certain events of bankruptcy, insolvency, or reorganization of
                 Cardinal; and

         (6)     any other event of default provided in the supplemental
                 indenture or resolutions of Cardinal's board of directors of
                 any debt securities of such series.

       If an event of default occurs and is continuing due to the default in the
performance or breach in (1), (2), (3), or (4) above with respect to any series
of debt securities but not with respect to all outstanding debt securities
issued, either the trustee or the holders of not less than 25% in principal
amount of the outstanding debt securities of each affected series (each series
voting as a separate class) may declare the principal amount and interest
accrued of all such affected series of debt securities to be due and payable
immediately.


                                       16



       If an event of default occurs and is continuing due to a default in the
performance of any of the covenants or agreements in the indenture applicable to
all outstanding debt securities issued and then outstanding or due to certain
events of bankruptcy, insolvency or reorganization of Cardinal, either the
trustee or the holders of not less than 25% in principal amount of all debt
securities issued (treated as one class) may declare the principal amount and
interest accrued of all such debt securities to be due and payable immediately.
However, such declarations may be annulled and past defaults may be waived upon
the occurrence of certain conditions including deposit by Cardinal with the
trustee of a sum sufficient to pay all matured installments of interest and
principal and certain expenses of the trustee.

       Unless otherwise specified in a prospectus supplement, a default by
Cardinal with respect to any Indebtedness other than the debt securities will
not constitute an event of default with respect to the debt securities.

       The trustee may withhold notice to the holders of any series of the debt
securities of any default (except in payment of principal of, or interest on, or
in the payment of any sinking or purchase fund installment) if the trustee
considers it in the interest of such holders to do so.

       Subject to the provisions for indemnity and certain other limitations
contained in the indenture, the holders of a majority in principal amount of
each series of debt securities then outstanding will have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the trustee.

       No holder of debt securities of a series may institute any action against
       Cardinal under the indenture unless:

         (1)     that holder gives to the trustee advance written notice of
                 default and its continuance;

         (2)     the holders of not less than 25% in principal amount of debt
                 securities of such series then outstanding affected by that
                 event of default request the trustee to institute such action;

         (3)     that holder has offered the trustee reasonable indemnity;

         (4)     the trustee shall not have instituted such action within 60
                 days of such request; and

         (5)     the trustee shall not have received direction inconsistent with
                 such written request by the holders of a majority in principal
                 amount of the debt securities of each affected series then
                 outstanding.

       At any time prior to the evidencing to the trustee of the taking of any
action by the holders of the percentage in aggregate principal amount of the
debt securities of any or all series specified in the indenture in connection
with such action, any holder of a debt security may, by filing written notice
with the trustee, revoke such action concerning such security.

       Cardinal is required to deliver to the trustee each year a certificate as
to whether or not, to the knowledge of the officers signing such certificate,
Cardinal is in compliance with the conditions and covenants under the indenture.

SATISFACTION AND DISCHARGE

       The indenture provides that Cardinal will be discharged from all
obligations of the indenture and the indenture will cease to be of further
effect when the trustee, on demand of and at the expense of Cardinal, executes
proper instruments acknowledging satisfaction and discharge of the indenture
upon compliance with certain enumerated conditions, including Cardinal having
paid all sums payable by Cardinal under the indenture, when:

         (1)     Cardinal has delivered to the trustee for cancellation all
                 authenticated debt securities; or

         (2)     all debt securities not delivered to the trustee for
                 cancellation shall have become due and payable or are by their
                 terms to become due and payable within one year.


                                       17






THE TRUSTEE

       The trustee under the indenture is Bank One, N.A. (formerly known as,
Bank One, Columbus, N.A.) The trustee is an affiliate of Bank One, Indiana, NA
(formerly known as, Bank One, Indianapolis, NA), the trustee under a separate
indenture for Cardinal's 6 1/2% Notes due 2004, Cardinal's 6% Notes due 2006 and
Cardinal's 6.75% Notes due 2011.






















                                       18






                                 LEGAL OPINIONS

       The validity of the offered securities will be passed upon for us by Amy
B. Haynes, Assistant General Counsel of Cardinal. Ms. Haynes is paid a salary by
our company and she participates in various employee benefits plans offered to
our employees generally. Ms. Haynes holds common shares of Cardinal, as well as
vested and unvested options to purchase common shares of Cardinal, and unvested
restricted common shares of Cardinal. Certain legal matters with respect to the
offered securities may be passed upon by counsel for any underwriters, dealers
or agents, each of whom will be named in the related prospectus supplement.

                                     EXPERTS

       The consolidated financial statements and the related consolidated
financial statement schedule of the Company as of and for the year ended June
30, 2000, have been incorporated in this prospectus by reference from Cardinal's
Current Report on Form 8-K/A, Amendment No. 1, filed with the SEC on June 7,
2001 ("Form 8-K/A"). Such consolidated financial statements and schedule of the
Company as of and for the fiscal year ended June 30, 2000, except for the
financial statements of Bindley Western Industries, Inc. ("Bindley") as of and
for the year ended December 31, 1999 which have been audited by
PricewaterhouseCoopers LLP and which are not separately presented in this
prospectus and whose report thereon is incorporated by reference from the Form
8-K/A, have been audited by Arthur Andersen LLP as stated in their report which
is incorporated in this prospectus by reference from the Form 8-K/A.

       The consolidated financial statements and the related consolidated
financial statement schedule of the Company as of June 30, 1999 and for each of
the two years in the period ended June 30, 1999, prior to restatement for the
2001 pooling of interests with Bindley and except for the financial statements
of Bindley, Allegiance Corporation ("Allegiance") and R.P. Scherer Corporation
("Scherer") (each consolidated with those of the Company and not presented
separately herein), have been audited by Deloitte & Touche LLP as stated in
their report which is incorporated in this prospectus by reference from the Form
8-K/A. The separate financial statements of Bindley for the years ended December
31, 1998 and 1997, which are not presented herein, that have been included in
the June 30, 1999 and 1998 restated consolidated financial statements of the
Company were audited by PricewaterhouseCoopers LLP. The separate financial
statements of Allegiance and of Scherer as of June 30, 1999 and for each of the
two years in the period ended June 30, 1999, which are not presented herein,
have been audited by PricewaterhouseCoopers LLP and Arthur Andersen LLP,
respectively, as stated in their reports which are incorporated in this
prospectus by reference from the Form 8-K/A. Arthur Andersen LLP audited the
combination of the consolidated financial statements and schedule as of and for
each of the two years in the period ended June 30, 1999, after restatement for
the Bindley pooling of interests.

         Such consolidated financial statements and supporting schedules of the
Company as described above are incorporated herein by reference in reliance upon
authority of the respective firms as experts in accounting and auditing in
respect to the entities and for the periods they have audited. All of the
foregoing firms are independent public auditors with respect to the entities and
for the periods they have audited.














                                       19






                              PLAN OF DISTRIBUTION

       We may sell the offered securities: (i) through the solicitation of
proposals of underwriters or dealers to purchase the offered securities, (ii)
through underwriters or dealers on a negotiated basis, (iii) directly to a
limited number of purchasers or to a single purchaser, or (iv) through agents.
The prospectus supplement with respect to any offered securities will set forth
the terms of the offering, including the name or names of any underwriters,
dealers or agents, the purchase price of the offered securities and the proceeds
to Cardinal from such sale, any underwriting discounts and commissions and other
items constituting underwriters' compensation, any initial public offering price
and any discounts or concessions allowed or reallowed or paid to dealers and any
securities exchange on which such offered securities may be listed. Any initial
public offering price, discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.

       We may indemnify our agents, dealers and underwriters against certain
civil liabilities, including liabilities under the Securities Act, or contribute
to payments which such agents, dealers or underwriters may be required to make
in respect thereof. Agents, dealers and underwriters may be customers of, engage
in transactions with, or perform services for Cardinal in the ordinary course of
business.

       The prospectus supplement will explain whether or not the offered
securities will be listed on a national securities exchange. We cannot assure
you that there will be a market for any of the offered securities.








                                       20





                ------------------------------------------------
                             PROSPECTUS SUPPLEMENT
                ------------------------------------------------

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                                  $300,000,000

                             [CARDINAL HEALTH LOGO]

                              4.45% NOTES DUE 2005

                              MERRILL LYNCH & CO.

                                 MARCH 7, 2002

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