SECURITIES AND EXCHANGE
                                   COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G


                   Under the Securities Exchange Act of 1934
                                Amendment No. | |

                              Pharmerica Corporation
                                (Name of Issuer)


                      Common Stock, par value $.01 per share
                         (Title of Class of Securities)


                                    71714F104
                                 (CUSIP Number)


                                December 31, 2007
            (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-1(b)
     [ ]   Rule 13d-1(c)
     [ ]   Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).




CUSIP No. 71714F104                    13G                    Page 2 of 6 Pages


________________________________________________________________________________
1.   NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Knightsbridge Asset Management, LLC	33-0815732
________________________________________________________________________________
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [_]
                                                                 (b)  [_]
________________________________________________________________________________
3.   SEC USE ONLY


________________________________________________________________________________
4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     State of California

________________________________________________________________________________
              5.   SOLE VOTING POWER

                   2,188,075
NUMBER OF     _________________________________________________________________
SHARES        6.   SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH      n/a
REPORTING     _________________________________________________________________
PERSON WITH   7.   SOLE DISPOSITIVE POWER

                   2,218,075

              _________________________________________________________________
              8.   SHARED DISPOSITIVE POWER

                   n/a
________________________________________________________________________________
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,218,075
________________________________________________________________________________
10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                          [_]
________________________________________________________________________________
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     7.3%
________________________________________________________________________________
12.  TYPE OF REPORTING PERSON*
     IA
________________________________________________________________________________

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!



Item 1(a)  Name of Issuer:

     Pharmerica Corporation

Item 1(b)  Address of Issuer's Principal Executive Offices:

     Pharmerica Corporation
     1901 Campus Place
     Louisville, KY  40299


Item 2(a)  Name of Person Filing:

     Knightsbridge Asset Management, LLC

Item 2(b)  Address of Principal Business Office or, if None, Residence:

     660 Newport Center Drive, Suite 460
     Newport Beach, CA  92660

Item 2(a)  Citizenship:

     State of California

Item 2(d)  Title of Class of Securities:

     Common Stock, par value $.01 per share

Item 2(e)  CUSIP Number:

     71714F104



Item 3. If this statement is filed pursuant to Rules 240.13d-1(b) or
        240.13d-2(b) or (c), check whether the person filing is a:

     (a)  [_]  Broker or dealer registered under Section 15 of the Act (15
               U.S.C.78o);

     (b)  [_]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C.78c);

     (c)  [_]  Insurance  company as defined in Section 3(a)(19) of the Act (15
               U.S.C.78c);

     (d)  [_]  Investment  company  registered under Section 8 of the Investment
               Company Act of 1940 (15 U.S.C.8a-8);

     (e)  [X]  An Investment Adviser in accordance with Section 240. 13d-1(b)(1)
               (ii)(E);

     (f)  [_]  An employee  benefit plan or endowment  fund in  accordance  with
               Section 240. 13d-1(b)(1)(ii)(F);

     (g)  [_]  A parent  holding  company or control  person in accordance  with
               Section 240. 13d-1(b)(1)(ii)(G);

     (h)  [_]  A savings  association  as defined in Section 3(b) of the Federal
               Deposit Insurance Act (12 U.S.C. 1813);

     (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 (15 U.S.C.80a-3);

     (j)  [_]  Group, in accordance with Section 240. 13d-1(b)(1)(ii)(J).


     If this statement is filed pursuant to Section 240 13d-1(c),
     check this box. [ ]


Item 4. Ownership.

     (a)  Amount beneficially owned:

          2,218,075

     (b)  Percent of class:

          7.3%

     (c)  Number of shares as to which such person has:

          (i)  Sole power to vote or to direct the vote
               2,188,075

          (ii) Shared power to vote or to direct the vote
               n/a

         (iii) Sole power to dispose or to direct the disposition of
               2,218,075

          (iv) Shared power to dispose or to direct the disposition of
               n/a



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 [ ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

     n/a


Item 7. Identification and Classification of the Subsidiary Which Acquired the
        Security Being Reported on by the Parent Holding Company.

     n/a

Item 8. Identification and Classification of Members of the Group.

     n/a

Item 9. Notice of Dissolution of Group.

     n/a

Item 10. Certification.

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

                                                         April 17, 2008
                                                  -----------------------------
                                                             (Date)



                                                  /s/ Teresa A. Wagner
                                                  -----------------------------
                                                           (Signature)



                                                      Teresa A. Wagner
                                                  Chief Compliance Officer
                                             Knightsbridge Asset Management, LLC
                                                  -----------------------------
                                                           (Name/Title)