TAUNUS CORPORATION
31 West 52nd Street
New York, New York  10019


Linda Assali
Director
Telephone: (615) 835-2901



February 8, 2000
Securities and Exchange Commission
SEC Document Control
450 Fifth
Street,
N.W.
Washington
, DC
20549
Attn:
Filing
Desk


Dear Sirs:

     Re:  Filing of Schedule 13G on
          Priority Healthcare Corporation
Pursuant to Rule 13d-1 of the General Rules and
Regulations under the Securities Exchange Act of
1934, the following is one copy of the Schedule 13G
with respect to the common stock of the above
referenced corporation.

Please acknowledge your receipt of the Schedule 13G

filing submission through the EDGAR-Link System

software, by E-Mail confirmation.

                                        Sincerely,

                                        Linda Assali

Enclosures

























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

                       SCHEDULE 13G

         Under the Securities Exchange
                   Act of 1934
                   (Amendment No.3)

              Priority Healthcare Corporation
          _______________________________________
                      NAME OF ISSUER:
              Common Stock (Par Value $ .01)
          _______________________________________
                         TITLE OF CLASS OF SECURITIES
                         74264T102
          _______________________________________
                       CUSIP NUMBER
                      December 31, 1999
          _______________________________________
(Date of Event Which Requires Filing of this
Statement)


     Check the appropriate box to designate the rule
     pursuant to which this Schedule is filed:

          [X]  Rule 13d-I(b)
          [   ]     Rule 13d-I(c)
          [   ]     Rule 13d-I(d)




1.NAME OF REPORTING PERSONS
  S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

    Bankers Trust Corporation

2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
          (A)  [ ]
          (B)   [ ]


3.SEC USE ONLY


4.CITIZENSHIP OR PLACE OF ORGANIZATION

     New York

NUMBER OF     5. SOLE VOTING POWER
SHARES
BENEFICIALLY  6. SHARED VOTING POWER
OWNED BY
EACH          7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH   8. SHARED DISPOSITIVE POWER


9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON



10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9)
EXCLUDES CERTAIN SHARES *
                    []

11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9




12.TYPE OF REPORTING PERSON

     HC
1.NAME OF REPORTING PERSONS
  S.S. OR I.R.S. IDENTIFICATION NOS. OF
              ABOVE PERSONS

    Bankers Trust Company

2.CHECK THE APPROPRIATE BOX IF A MEMBER
          OF A GROUP * (A)  [ ]
          (C)   [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION

     New York

NUMBER OF     5. SOLE VOTING POWER
SHARES
BENEFICIALLY  6. SHARED VOTING POWER
OWNED BY
EACH          7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH   8. SHARED DISPOSITIVE POWER


9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON



10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9)
EXCLUDES CERTAIN SHARES *
                    []
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9




12.TYPE OF REPORTING PERSON

     BK




Item 1(a).     Name of Issuer:
   Priority Healthcare Corporation (the  Issuer )
Item 1(b).     Address of Issuer's Principal
Executive Offices:
          The address of the Issuer's principal
          executive offices is 285 West Central
          Parkway, Alamonte Springs, FL 32714
Item 2(a).     Name of Person Filing:
          This statement is filed on behalf of
          Bankers Trust Corporation ( BTCorp ) and
          Bankers Trust Company ( BTCo ) (BTCorp and
          BTCo together, the  Reporting Persons ).
Item 2(b).     Address of Principal Business Office
or, if none,
Residence:

          The principal place of  business of BTCorp
     and BTCo is 130 Liberty Street, New York, New
          York, 10006.

Item 2(c).     Citizenship:

   The citizenship of each of the Reporting Persons
is set forth on the applicable cover page.

Item 2(d).     Title of Class of Securities:

   The title of the securities is common stock (the
 Common Stock ).

Item 2(e).     CUSIP Number:

          The CUSIP number of the Common Stock is set
forth on
each cover page.

Item 3.  If this statement is filed pursuant to Rules
13d-1(b),
         or 13d-2(b) or (c), check whether the person
filing is
         a:

         A.    Bankers Trust Corporation:

         (a)   [   ]     Broker or dealer registered
under
                section 15 of the Act;
         (b)   [   ]     Bank as defined in section
3(a)(6) of
                the Act;

         (c)   [   ]     Insurance Company as defined
in
                section 3(a)(19) of the Act;

         (d)   [   ]     Investment Company registered
under
                section 8 of the Investment Company Act
of 1940;

         (e)   [   ]     An investment adviser in
accordance with
                Rule 13d-1 (b)(1)(ii)(E);

         (f)   [   ]     An employee benefit plan, or
endowment
                fund in accordance with Rule 13d-1
(b)(1)(ii)(F);

         (g)   [X]       A parent holding company or
control
                person in accordance with Rule 13d-1
(b)(1)(ii)(G);

         (h)   [   ]     A savings association as
defined in
                section 3(b) of the Federal Deposit
Insurance Act;
         (i)   [   ]     A church plan that is excluded
from the
                definition of an investment company
                under section 3(c)(14) of the
                Investment Company Act of 1940;

         (j)   [   ]     Group, in accordance with Rule
13d-1
                (b)(1)(ii)(J).

          If this statement is filed pursuant to Rule
          13d-1 (c), check this box.   [   ]

          B.    Bankers Trust Company:

         (a)   [   ]     Broker or dealer registered
under
                section 15 of the Act;

         (b)   [X]  Bank as defined in section 3(a)(6)
of the
                Act;

         (c)   [   ]     Insurance Company as defined
in
                section 3(a)(19) of the Act;

         (d)   [   ]     Investment Company registered
under
                section 8 of the Investment Company Act
of 1940;

         (e)   [   ]     An investment adviser in
accordance with
                Rule 13d-1 (b)(1)(ii)(E);

         (f)   [   ]     An employee benefit plan, or
endowment
                fund in accordance with Rule 13d-1
(b)(1)(ii)(F);

         (g)   [   ]     A parent holding company or
control
                person in accordance with Rule 13d-1
(b)(1)(ii)(G);

         (h)   [   ]     A savings association as
defined in
                section 3(b) of the Federal Deposit
Insurance Act;

         (i)   [   ]     A church plan that is excluded
from the
                definition of an investment company
                under section 3(c)(14) of the
                Investment Company Act of 1940;

         (j)   [   ]     Group, in accordance with Rule
13d-1
                (b)(1)(ii)(J).

          If this statement is filed pursuant to Rule

          13d-1 (c), check this box.   [   ]

Item 4.   Ownership.

          (a)  Amount beneficially owned:

           (b) Percent of class:

           (c) Number of shares as to which such person

has:

               (i)  sole power to vote or to direct the

vote:

               (ii) shared power to vote or to direct
                the vote: (iii)     sole power to
                dispose or to direct the
disposition of:

                (iv)     shared power to dispose or
to direct the
disposition of:

Item 5.   Ownership of Five Percent or Less of a
Class.
          If this statement is being filed to report
          the fact that as of the date hereof the
          reporting person has ceased to be the
          beneficial owner of more than five percent
          of the class of securities, check the
          following [X].
Item 6.   Ownership of More than Five Percent on
Behalf of
Another Person.

          Not applicable.
Item 7.   Identification and Classification of the
Subsidiary
          Which Acquired the Security Being Reported
          on by the Parent Holding Company.

          Not applicable.
Item 8.   Identification and Classification of
Members of the
Group.

          Not applicable.

Item 9.   Notice of Dissolution of Group.

          Not applicable.

Item 10.  Certification.

          By signing below I certify that, to the
best of my knowledge and belief, the securities
referred to above were acquired and are held in the
ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of
the securities and were not acquired and are not held
in connection with or as a participant in any
transaction having that purpose or effect.















                         SIGNATURE
          After reasonable inquiry and to the best of
my knowledge and belief, I certify that the
information set forth in this statement is true,
complete and correct.
Dated:  February 8, 2000


                                BANKERS TRUST
CORPORATION
                                By:        /s/ James
                                   T. Byrne, Jr.
                                   Name:   James T.



                                   Byrne, Jr. Title:



                                   Secretary



































          Consent of Bankers Trust Company




          The undersigned agrees that the Schedule
13G executed by Bankers Trust Corporation to which
this statement is attached as an exhibit is filed on
behalf of Bankers Trust Corporation and Bankers Trust
Company pursuant to Rule 13d-1(k)(1) of the
Securities Exchange Act of 1934.




Dated:  February 8, 2000


BANKERS TRUST COMPANY
By:   /s/ James T. Byrne, Jr.
   Name:   James T. Byrne, Jr.
   Title:            Secretary