As filed with the Securities and Exchange Commission on June 28, 2002

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                       ----------------------------------
                              CARDINAL HEALTH, INC.
             (Exact name of registrant as specified in its charter)

             Ohio                                        31-0958666
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                     7000 Cardinal Place, Dublin, Ohio 43017
               (Address of Principal Executive Offices) (Zip Code)
                                 ---------------
              Boron, Lepore & Associates, Inc. Amended and Restated
                        1996 Stock Option and Grant Plan
        Boron, Lepore & Associates, Inc. 1998 Stock Option and Grant Plan
 Boron, Lepore & Associates, Inc. 2002 Employee Stock Option and Incentive Plan
                            (Full title of the plans)
                                 ---------------
                                Paul S. Williams
           Executive Vice President, Chief Legal Officer and Secretary
                              Cardinal Health, Inc.
                               7000 Cardinal Place
                               Dublin, Ohio 43017
                     (Name and address of agent for service)
                                 (614) 757-5000
          (Telephone number, including area code, of agent for service)
                               ------------------

                         CALCULATION OF REGISTRATION FEE



============================ ========================== ========================== ========================== ======================
                                                            Proposed maximum           Proposed maximum
  Title of securities to           Amount to be              offering price           aggregate offering            Amount of
        registered                 registered(1)              per share(2)                 price(2)            registration fee(2)
---------------------------- -------------------------- -------------------------- -------------------------- ----------------------
                                                                                                           
   Common Shares
   without par value                 1,031,800                    $62.30                   $64,281,140                 $5,980
============================ ========================== ========================== ========================== ======================



(1)      Also includes an indeterminable number of additional shares that may
         become issuable pursuant to the anti-dilution provisions of the Plan.

(2)      The registration fee has been calculated pursuant to Rule 457(c) and
         (h) promulgated under the Securities Act of 1933, as amended (the "1933
         Act"), based on the average of the high and low sale prices on June 25,
         2002, of the Registrant's Common Shares as reported on the New York
         Stock Exchange Composite Tape.




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                             INTRODUCTORY STATEMENT

         On June 26, 2002, Garden Merger Corp. ("Garden"), a Delaware
corporation and a wholly owned subsidiary of Cardinal Health, Inc. an Ohio
corporation (the "Company" or the "Registrant"), was merged with and into Boron,
LePore & Associates, Inc. a Delaware corporation ("BLP") (such transaction, the
"Merger") pursuant to an Agreement and Plan of Merger dated May 15, 2002 by and
among the Registrant, Garden and BLP (the "Merger Agreement"). As a result of
the Merger, each outstanding share of BLP common stock immediately prior to the
Merger (with certain specified exceptions) was converted into the right to
receive $16.00 in cash, without interest. Also as a result of the Merger, shares
of BLP common stock are no longer issuable upon the exercise of options to
purchase BLP common stock ("BLP Options") pursuant to:

(a)      Boron, Lepore & Associates, Inc. Amended and Restated 1996 Stock Option
         and Grant Plan;
(b)      Boron, Lepore & Associates, Inc. 1998 Stock Option and Grant Plan; and
(c)      Boron, Lepore & Associates, Inc. 2002 Employee Stock Option and
         Incentive Plan (collectively the "Plans").

         Pursuant to the Merger Agreement outstanding options to purchase BLP
common stock outstanding under the Plans will be converted into options to
purchase common shares of the Registrant and participants in the Plans will
receive upon exercise of options instead of BLP common stock that number of
common shares of the Registrant equal to the number of shares of BLP common
stock issuable immediately prior to the effective time of the Merger upon
exercise of a BLP Option multiplied by 0.254291 (the "Conversion Ratio") with an
exercise price for such option equal to the exercise price which existed under
the corresponding BLP Option divided by the Conversion Ratio, subject to
customary rounding adjustments.

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The information presented below represents selected consolidated
financial data including the pro forma impact on fiscal years 2001, 2000, and
1999 of the Company's adoption during the first quarter of fiscal 2002 of SFAS
142 "Goodwill and Other Intangible Assets". The historical financial data that
appears below is only a summary and should be read in conjunction with the
historical financial statements presented in the Company's Form 10-K for the
fiscal year ended June 30, 2001.

                     CARDINAL HEALTH, INC. AND SUBSIDIARIES
                      SELECTED CONSOLIDATED FINANCIAL DATA
                    (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)





                                                        AT OR FOR THE FISCAL YEAR ENDED JUNE 30, (1)
                                         -------------------------------------------------------------------------
                                              1997          1998(2)      1999(2)(5)      2000(5)         2001(5)
                                         -------------  -------------  -------------  -------------  -------------

                                                                                      
EARNINGS DATA:
Revenue:
   Operating revenue                     $    18,123.2  $    20,844.8  $    25,682.5  $    30,257.8  $    38,660.1
   Bulk deliveries to
     customer warehouses                       5,659.3        7,541.1        7,050.4        8,092.1        9,287.5
                                         -------------  -------------  -------------  -------------  -------------

Total revenue                            $    23,782.5  $    28,385.9  $    32,732.9  $    38,349.9  $    47,947.6

Net earnings                             $       369.0  $       474.3  $       499.3  $       717.8  $       857.4
Earnings per Common Share (3)
   Basic                                 $        0.87  $        1.10  $        1.14  $        1.64  $        1.93
   Diluted                               $        0.85  $        1.07  $        1.12  $        1.60  $        1.88
Cash dividends declared
   per Common Share (3) (4)              $       0.042  $       0.049  $       0.067  $       0.070  $       0.085

BALANCE SHEET DATA:
Total assets                             $     7,578.1  $     8,876.8  $     9,682.7  $    12,024.1  $    14,642.4
Long-term obligations,
   less current portion                  $     1,420.7  $     1,362.2  $     1,224.5  $     1,524.5  $     1,871.0
Shareholders' equity                     $     2,940.0  $     3,389.9  $     3,894.6  $     4,400.4  $     5,437.1





(1)  Amounts reflect business combinations and the impact of merger-related
     costs and other special charges in all periods presented.  See Note 2 of
     "Notes to Consolidated Financial Statements" incorporated by reference to
     the Company's 10-K for the fiscal year ended June 30, 2001 for a further
     discussion of merger-related costs and other special charges affecting
     fiscal 2001, 2000 and 1999. Fiscal 1998 amounts reflect the impact of
     merger-related charges and other special charges of $57.8 million ($19.5
     million, net of tax). Fiscal 1997 amounts reflect the impact of
     merger-related charges of $50.9 million ($36.6 million, net of tax).


(2)  Amounts above do not reflect the impact of pro forma adjustments related to
     Automatic Liquid Packaging, Inc. ("ALP") taxes (see Notes 1 and 2 of "Notes
     to Consolidated Financial Statements" incorporated by reference to the
     Company's 10-K for the fiscal year ended June 30, 2001). For the fiscal
     years ended June 30, 1999 and 1998, the pro forma adjustment for ALP taxes
     would have reduced net earnings by $9.3 million and $4.6 million,
     respectively. The pro forma adjustment would have decreased diluted
     earnings per Common Share by $0.02 to $1.10 for fiscal year 1999 and by
     $0.01 to $1.06 for fiscal year 1998.

(3)  Net earnings and cash dividends per Common Share have been adjusted to
     retroactively reflect all stock dividends and stock splits through June
     30, 2001.

(4)  Cash dividends per Common Share exclude dividends paid by all entities with
     which Cardinal has merged.

(5)  In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
     142 "Goodwill and Other Intangible Assets" which revises the accounting for
     purchased goodwill and other intangible assets. SFAS 142 is effective for
     fiscal years beginning after December 15, 2001, with earlier adoption
     permitted. The Company elected to adopt SFAS 142 beginning with the first
     quarter of fiscal 2002. Under SFAS 142, purchased goodwill and intangible
     assets with indefinite lives are no longer amortized, but instead tested
     for impairment at least annually. Accordingly, the Company has ceased
     amortization of all goodwill and intangible assets with indefinite lives as
     of July 1, 2001. Intangible assets with finite lives, primarily patents and
     trademarks, will continue to be amortized over their useful lives.

     SFAS 142 requires a two step impairment test for goodwill. The first step
     is to compare the carrying amount of the reporting unit's assets to the
     fair value of the reporting unit. If the carrying amount exceeds the fair
     value then the second step is required to be completed, which involves the
     fair value of the reporting unit being allocated to each asset and
     liability with the excess being implied goodwill. The impairment loss is
     the amount by which the recorded goodwill exceeds the implied goodwill. The
     Company was required to complete a "transitional" impairment test for
     goodwill as of the beginning of the fiscal year in which the statement is
     adopted. This transitional impairment test required that the Company
     complete step one of the goodwill impairment test within six months from
     the date of initial adoption, or December 31, 2001. The Company completed
     the transitional impairment test and did not incur any impairment charges.

     The following table displays the Company's net earnings and per share
     amounts for fiscal years 2001, 2000 and 1999 as adjusted for amortization
     of intangible assets and goodwill.

                                             FOR THE FISCAL YEAR ENDED JUNE 30,
                                             -----------------------------------
(in millions, except per share amounts)         1999        2000        2001
                                             ----------  ----------  -----------

Net Earnings                                  $   533.3  $   755.4   $   902.0

Basic Earnings per share                      $    1.23  $    1.72   $    2.03

Diluted Earnings per share                    $    1.20  $    1.68   $    1.98


         The documents listed in (a) through (g) below are incorporated by
reference in the registration statement. All documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), subsequent to the date of the filing
of this registration statement and prior to the filing of a post-effective
amendment that indicates that all securities registered hereunder have been
sold, or that de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be a part
hereof from the date of the filing of such documents.

         (a) The Annual Report on Form 10-K of the Company for the fiscal year
ended June 30, 2001 filed with the Securities and Exchange Commission (the
"Commission") on August 24, 2001 ("Form 10-K");

         (b) The information contained in the Company's Proxy Statement dated
September 14, 2001 for its Annual Meeting of Shareholders held on November 7,
2001 which has been incorporated by reference in its Form 10-K;

         (c) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001, filed with the Commission on November 14, 2001;




         (d) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2001, filed with the Commission on February 13, 2002;

         (e) The Company's Current Reports on Form 8-K filed with the Commission
on March 13, 2002 and May 9, 2002;

         (f) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002 filed with the Commission on May 8, 2002; and

         (g) The description of the Company's Common Shares contained in the
Company's Registration Statement on Form 8-A dated August 19, 1994, pursuant to
Section 12 of the Exchange Act.

         On May 8, 2002, the Company announced that we had appointed Ernst &
Young LLP to replace Arthur Andersen LLP ("Andersen") as our independent public
accountants. Our consolidated balance sheets as of June 30, 2001 and 2000, and
the related consolidated statements of earnings, shareholders' equity and cash
flows for each of the two years in the period ended June 30, 2001 incorporated
by reference in this registration statement have been audited by Andersen, as
stated in their report dated July 27, 2001, which is incorporated by reference
herein. The consolidated statements of income, comprehensive income, cash flows
and shareholders' equity for the year ended June 30, 1999 of R.P. Scherer
Corporation (a Delaware corporation and a wholly-owned subsidiary of Cardinal
Health, Inc.) and subsidiaries were also audited by Andersen, as stated in their
report dated August 9, 1999, which is incorporated by reference herein. After
reasonable efforts, we have been unable to obtain Andersen's consent to the
incorporation by reference into this registration statement of its report with
respect to the financial statements. Under these circumstances, Rule 437a under
the Securities Act of 1933 permits us to file this registration statement
without a written consent from Andersen. The absence of such consent may limit
recovery by investors on certain claims. In particular, and without limitation,
investors may not be able to assert claims against Andersen under Section 11 of
the Securities Act. In addition, the ability of Andersen to satisfy any claims
(including claims arising from Andersen's provision of auditing and other
services to us) may be limited as a practical matter due to recent events
regarding Andersen.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         The legality of the Common Shares offered hereby has been passed upon
for the Company by Amy B. Haynes, Assistant General Counsel, Securities and
Corporate Governance of the Company. Ms. Haynes holds vested and unvested
options to purchase Common Shares of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 1701.13(E) of the Ohio Revised Code sets forth conditions and
limitations governing the indemnification of officers, directors, and other
persons.

         Article 6 of Cardinal's Regulations contains certain indemnification
provisions adopted pursuant to authority contained in Section 1701.13(E) of the
Ohio Law. Cardinal's Regulations provide for the indemnification of its
officers, directors, employees, and agents against all expenses with respect to
any judgments, fines, and amounts paid in settlement, or with respect to any
threatened, pending, or completed action, suit, or proceeding to which they were
or are parties or are threatened to be made parties by reason of acting in such
capacities, provided that it is determined, either by a majority vote of a
quorum of disinterested directors of Cardinal or the shareholders of Cardinal or
otherwise as provided in Section 1701.13(E) of the Ohio Law, that (a) they acted
in good faith and in a manner they reasonably believed to be in or not opposed
to the best interest of Cardinal; (b) in any action, suit, or proceeding by





or in the right of Cardinal, they were not, and have not been adjudicated to
have been, negligent or guilty of misconduct in the performance of their duties
to Cardinal; and (c) with respect to any criminal action or proceeding, they had
no reasonable cause to believe that their conduct was unlawful. Section
1701.13(E) provides that to the extent a director, officer, employee, or agent
has been successful on the merits or otherwise in defense of any such action,
suit, or proceeding, such individual shall be indemnified against expenses
reasonably incurred in connection therewith. At present there are no material
claims, actions, suits, or proceedings pending where indemnification would be
required under these provisions, and Cardinal does not know of any such
threatened claims, actions, suits, or proceedings which may result in a request
for such indemnification.

         Cardinal has entered into indemnification contracts with each of its
directors and executive officers. These contracts generally: (i) confirm the
existing indemnity provided to them under Cardinal's Regulations and assure that
this indemnity will continue to be provided; (ii) provide that if Cardinal does
not maintain directors' and officers' liability insurance, Cardinal will, in
effect, become a self-insurer of the coverage; (iii) provide that, in addition,
the directors and officers shall be indemnified to the fullest extent permitted
by law against all expenses (including legal fees), judgments, fines, and
settlement amounts incurred by them in any action or proceeding on account of
their service as a director, officer, employee, or agent of Cardinal, or at the
request of Cardinal as a director, officer, employee, trustee, fiduciary,
manager, member or agent of another corporation, partnership, trust, limited
liability company, employee benefit plan or other enterprise; and (iv) provide
for the mandatory advancement of expenses to the executive officer or director
in connection with the defense of any proceedings, provided that the executive
officer or director agrees to reimburse Cardinal for that advancement if it is
ultimately determined that the executive officer or director is not entitled to
the indemnification for that proceeding under the agreement. Coverage under the
contracts is excluded: (A) on account of conduct which is finally adjudged to be
knowingly fraudulent, deliberately dishonest, or willful misconduct; or (B) if a
final court of adjudication shall determine that such indemnification is not
lawful; or (C) in respect of any suit in which judgment is rendered for
violations of Section 16(b) of the Securities Exchange Act of 1934, as amended,
or provisions of any federal, state, or local statutory law; or (D) on account
of any remuneration paid which is finally adjudged to have been in violation of
law; or (E) on account of conduct occurring prior to the time the executive
officer or director became an officer, director, employee or agent of Cardinal
or its subsidiaries (but in no event earlier than the time such entity became a
subsidiary of Cardinal); or (F) with respect to proceedings initiated or brought
voluntarily by the executive officer or director and not by way of defense,
except for proceedings brought to enforce rights under the indemnification
contract. Cardinal maintains a directors' and officers' insurance policy which
insures the officers and directors of Cardinal from certain claims arising out
of an alleged wrongful act by such persons in their respective capacities as
officers and directors of Cardinal.

ITEM 8.  EXHIBITS.

Exhibit Number          Description of Exhibit
--------------          ----------------------

4(a)                    Specimen Certificate for the Registrant's Class A Common
                        Shares(1)

4(b)                    Amended and Restated Articles of Incorporation of
                        Registrant, as amended (2) and (3)

4(c)                    Restated Code of Regulations of Registrant, as amended
                        (4)

5                       Opinion of Amy B. Haynes as to legality of the Common
                        Shares being registered





23(a)                   The Company was unable to obtain the written consent of
                        Arthur Andersen LLP to incorporate by reference its
                        report dated July 27, 2001. See Item 3.

23(b)                   Consent of Deloitte & Touche LLP

23(c)                   Consent of Pricewaterhouse Coopers LLP

23(d)                   Consent of Pricewaterhouse Coopers LLP

23(e)                   The Company was unable to obtain the written consent of
                        Arthur Andersen LLP to incorporate by reference its
                        report dated August 9, 1999. See Item 3.

23(f)                   Consent of Amy B. Haynes (included in Opinion filed as
                        Exhibit 5 hereto)

24                      Power of Attorney (included in the signature page to
                        this Registration Statement)

99(a)                   Boron, Lepore & Associates, Inc. Amended and Restated
                        1996 Stock Option and Grant Plan

99(b)                   Boron, Lepore & Associates, Inc. 1998 Stock Option and
                        Grant Plan

99(c)                   Boron, Lepore & Associates, Inc. 2002 Employee Stock
                        Option and Incentive Plan

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

(1) Included as an exhibit to the Company's Annual Report on Form 10-K (File No.
1-11373) filed on August 24, 2001 and incorporated herein by reference.

(2) Included as an exhibit to the Company's Current Report on Form 8-K (File No.
1-11373) filed on November 24, 1998 and incorporated herein by reference.

(3) Included as an exhibit to the Company's Registration Statement on Form S-4
(No. 333-53394) and incorporated herein by reference.

(4) Included as an exhibit to the Company's Quarterly Report on Form 10-Q (File
No. 1-11373) filed on November 14, 2001 and incorporated herein by reference.


ITEM 9.  UNDERTAKINGS.

A.       The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act"); (ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the





registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement;

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.





                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dublin, State of Ohio, on the 28th day of June 2002.

                                                CARDINAL HEALTH, INC.


                                                By:   /s/ Robert D. Walter
                                                   ---------------------------
                                                   Robert D. Walter, Chairman
                                                   and Chief Executive Officer


         Each of the undersigned officers and directors of Cardinal Health,
Inc., an Ohio corporation (the "Company"), which proposes to file with the
Securities and Exchange Commission a Registration Statement on Form S-8 under
the Securities Act of 1933, as amended, hereby constitutes and appoints Robert
D. Walter, Paul S. Williams, and Richard J. Miller and each of them, severally,
as his/her attorney-in-fact and agent, with full power of substitution and
resubstitution, in his/her name and on his/her behalf, to sign in any and all
capacities such Registration Statement and any and all amendments (including
pre- or post-effective amendments) and exhibits thereto, and any and all
applications and other documents relating thereto, with full power and authority
to perform and do any and all acts and things whatsoever which any such attorney
or substitute may deem necessary or advisable to be performed or done in
connection with any or all of the above-described matters, as fully as each of
the undersigned could do if personally present and acting, hereby ratifying and
approving all acts of any such attorney or substitute. This Power of Attorney
has been signed in the respective capacities and on the respective dates
indicated below.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 28th day of June 2002.


Signature                            Title
---------                            -----

  /s/ Robert D. Walter               Chairman, Chief Executive Officer
-----------------------              and Director (principal executive officer)
Robert D. Walter


  /s/ Richard J. Miller              Executive Vice President, Chief
-----------------------              Financial Officer & Principal Accounting
Richard J. Miller                    Officer (principal financial officer and
                                     principal accounting officer)





/s/ William E. Bindley               Director
-------------------------
William E. Bindley

/s/ Dave Bing                        Director
-------------------------
Dave Bing

/s/ George H. Conrades               Director
-------------------------
George H. Conrades

/s/ John F. Finn                     Director
-------------------------
John F. Finn

/s/ Robert L. Gerbig                 Director
-------------------------
Robert L. Gerbig

/s/ John F. Havens                   Director
-------------------------
John F. Havens

/s/ J. Michael Losh                  Director
-------------------------
J. Michael Losh

/s/ John B. McCoy                    Director
-------------------------
John B. McCoy

/s/ Richard C. Notebaert             Director
-------------------------
Richard C. Notebaert

/s/ Michael D. O'Halleran            Director
-------------------------
Michael D. O'Halleran

/s/ David W. Raisbeck                Director
-------------------------
David W. Raisbeck

/s/ Jean G. Spaulding                Director
-------------------------
Jean G. Spaulding

/s/ Matthew D. Walter                Director
-------------------------
Matthew D. Walter

/s/ Melburn G. Whitmire              Director
-------------------------
Melburn G. Whitmire





                                  EXHIBIT INDEX


Exhibit Number          Description of Exhibit
--------------          ----------------------

4(a)                    Specimen Certificate for the Registrant's Class A Common
                        Shares(1)

4(b)                    Amended and Restated Articles of Incorporation of
                        Registrant, as amended (2) and (3)

4(c)                    Restated Code of Regulations of Registrant, as amended
                        (4)

5                       Opinion of Amy B. Haynes as to legality of the Common
                        Shares being registered

23(a)                   The Company was unable to obtain the written consent of
                        Arthur Andersen LLP to incorporate by reference its
                        report dated July 27, 2001. See Item 3.

23(b)                   Consent of Deloitte & Touche LLP

23(c)                   Consent of Pricewaterhouse Coopers LLP

23(d)                   Consent of Pricewaterhouse Coopers LLP

23(e)                   The Company was unable to obtain the written consent of
                        Arthur Andersen LLP to incorporate by reference its
                        report dated August 9, 1999. See Item 3.

23(f)                   Consent of Amy B. Haynes (included in Opinion filed as
                        Exhibit 5 hereto)

24                      Power of Attorney (included in the signature page to
                        this Registration Statement)

99(a)                   Boron, Lepore & Associates, Inc. Amended and Restated
                        1996 Stock Option and Grant Plan

99(b)                   Boron, Lepore & Associates, Inc. 1998 Stock Option and
                        Grant Plan

99(c)                   Boron, Lepore & Associates, Inc. 2002 Employee Stock
                        Option and Incentive Plan

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

(1) Included as an exhibit to the Company's Annual Report on Form 10-K (File No.
1-11373) filed on August 24, 2001 and incorporated herein by reference.

(2) Included as an exhibit to the Company's Current Report on Form 8-K (File No.
1-11373) filed on November 24, 1998 and incorporated herein by reference.

(3) Included as an exhibit to the Company's Registration Statement on Form S-4
(No. 333-53394) and incorporated herein by reference.





(4) Included as an exhibit to the Company's Quarterly Report on Form 10-Q (File
No. 1-11373) filed on November 14, 2001 and incorporated herein by reference.