SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

WALTER ROBERT D

(Last)

(First)

(Middle)

7000 CARDINAL PLACE

(Street)

DUBLIN

43017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CARDINAL HEALTH INC [ CAH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2005

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	09/12/2005		S⁽¹⁾		10,000⁽¹⁾	D	$59.6	1,574,375⁽²⁾	D
Common Shares								2,826	I	By ESPP
Common Shares								432,010⁽³⁾	I	By GRAT IX
Common Shares								470,000	I	By LLC⁽⁵⁾
Common Shares								608,603⁽⁴⁾	I	By GRAT X
Common Shares								300,000	I	By LLC II⁽⁵⁾
Common Shares								700,000	I	By GRAT XI

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)⁽⁶⁾	$17.74							03/04/1999	03/04/2006	Common Shares	89,207		1	D
Option (right to buy)⁽⁶⁾	$27.053							03/03/2000	03/03/2007	Common Shares	100,409		1	D
Option (right to buy)⁽⁶⁾	$27.14							07/21/2000	07/21/2007	Common Shares	45,000		1	D
Option (right to buy)⁽⁶⁾	$36.307							03/02/2001	03/02/2008	Common Shares	96,402		1	D
Option (right to buy)⁽⁶⁾	$43.14							08/11/2001	08/11/2008	Common Shares	135,000		1	D
Option (right to buy)⁽⁶⁾	$47.333							03/01/2002	03/01/2009	Common Shares	187,500		1	D
Option (right to buy)⁽⁶⁾	$31.167							⁽⁷⁾	11/15/2009	Common Shares	562,500		1	D
Option (right to buy)⁽⁶⁾	$66.083							11/20/2003	11/20/2010	Common Shares	272,384		1	D
Option (right to buy)⁽⁶⁾	$68.1							01/15/2006	11/19/2011	Common Shares	440,529		1	D
Option (right to buy)⁽⁶⁾	$67.9							11/18/2005	11/18/2012	Common Shares	486,009		1	D
Option (right to buy)⁽⁶⁾	$61.38							11/17/2006	11/17/2013	Common Shares	507,086		1	D
Option (right to buy)⁽⁶⁾	$44.15							08/23/2007	08/23/2014	Common Shares	562,500		1	D
Stock Appreciation Right⁽⁸⁾	$44.15							08/23/2007	08/23/2014	Common Shares	142,483		1	D
Stock Appreciation Right⁽⁹⁾	$31.167							08/03/2005	⁽¹⁰⁾	Common Shares	862,500		1	D
Option (right to buy)⁽⁶⁾	$58.88							⁽¹¹⁾	09/02/2012	Common Shares	379,759		1	D

Explanation of Responses:

1. The sale reported on this Form 4 was effected pursuant to a 10b5-1 plan established by the reporting person on March 1, 2005, when the reporting person was not aware of material non-public information about the Company.

2. 300 of these shares were previously reported as indirectly beneficially owned by LLC, and were transferred to direct beneficial ownership on September 12, 2005.

3. 12,900 of these shares were previously reported as indirectly beneficially owned by LLC, and were transferred to GRAT IX on September 12, 2005.

4. 16,800 of these shares were previously reported as indirectly benefically owned by LLC and were transferred to GRAT X on September 12, 2005.

5. The reporting person holds the controlling interest in, and is the sole manager of, the LLC.

6. Stock option granted pursuant to the Cardinal Health, Inc. Equity Incentive Plan (the "Equity Incentive Plan").

7. Stock option vested in three equal annual installments beginning on 11/15/00.

8. Deferred Payment Stock Appreciation Right granted in partial fulfillment of the Company's obligations to the reporting person pursuant to the Employment Agreement.

9. Deferred Payment Stock Appreciation Right granted to compensate the reporting person for the portion of the option to purchase 1,425,000 common shares originally granted to the reporting person on November 15, 1999 (the "November 1999 Option"), which portion has subsequently been determined to be null and void.

10. Expires on the earlier of (x) November 15, 2009 (the expiration date of the November 1999 Option) or (y) six months after the reporting person's termination of employment.

11. Stock option vests in four equal annual installments beginning on 9/2/2006.

Remarks:

	Robert D. Walter	09/12/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.