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

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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 MATTHEW D

(Last)

(First)

(Middle)

5200 RINGS ROAD

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2005

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	02/14/2005		G	V	385	A	⁽¹⁾	116,415	D
Common Shares	02/14/2005		G	V	1,155	A	⁽¹⁾	5,727	I	By trusts FBO children
Common Shares	02/14/2005		G	V	385	A	⁽¹⁾	1,090	I	By spouse
Common Shares	02/16/2005		S		7,775⁽²⁾	D	$57	31,097	I	By Matthew D. Walter Trust⁽³⁾
Common Shares								1,112,663	I	By LLC⁽⁴⁾
Common Shares								100,000	I	By GRAT I

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)⁽⁵⁾	$70.3							05/01/2002	05/01/2012	Common Shares	2,134		1	D
Option (right to buy)⁽⁶⁾	$70.3							05/01/2002	05/01/2012	Common Shares	1,422		1	D
Option (right to buy)⁽⁶⁾	$70.01							11/06/2002	11/06/2012	Common Shares	3,571		1	D
Option (right to buy)⁽⁶⁾	$59							11/05/2003	11/05/2013	Common Shares	5,084		1	D
Option (right to buy)⁽⁵⁾	$54.2							12/08/2004	12/08/2014	Common Shares	3,094		1	D
Option (right to buy)⁽⁶⁾	$54.2							12/08/2004	12/08/2014	Common Shares	2,441		1	D

Explanation of Responses:

1. Bona fide gifts.

2. Bank One Trust Company, N.A. ("Bank One Trust") serves as the trustee of the MDW Trust, which was established in 1987 for the benefit of the reporting person. This transaction was initiated solely by Bank One Trust in the independent exercise of its discretion as trustee.

3. Shares held in the MDW Trust of which the reporting person is the primary beneficiary and pursuant to which the reporting person may withdraw proceeds at certain specified times.

4. Reporting person holds a one-third economic interest in, and is the manager of, the LLC.

5. Stock options granted pursuant to the Cardinal Health, Inc. Equity Incentive Plan.

6. Stock options granted pursuant to the Cardinal Health, Inc. Outside Directors Equity Incentive Plan.

Remarks:

	Matthew D. Walter	02/16/2005
	** 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.