August 8, 2005

By Facsimile (888) 329-2950 and U.S. Mail

Ivan D. Meyerson
Executive Vice President,
General Counsel and Secretary
McKesson Corporation
One Post Street
San Francisco, California 94301

Re:  	D&K Healthcare Resources, Inc.
	Schedule TO-T filed by Spirit Acquisition and McKesson
	Corporation
      Filed on July 22, 2005
	File No. 005-43656

Dear Mr. Meyerson:

      We have the following comments on the above referenced
filing. Please understand that the purpose of our review process
is to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone numbers listed
at the end of this letter.

1.  Terms of the Offer: Expiration Date, page 4

1. We note that if the purchaser delays its purchase of or payment
for shares, then the depository may retain tendered shares and the
shares may not be withdrawn.  Please note that purchase and
payment may only be delayed in certain particular circumstances.
You may only delay payment in anticipation of required governmental
regulatory approvals, not to effect general legal compliance.
Also, you may not delay payment while you wait to satisfy all offer
conditions.  In this regard, your conditions must be satisfied or
waived as of the expiration of the offer.  Please revise your
disclosure here and throughout your offer.  For example, you
include similar disclosure on pages 9, 10 and in your "Certain
Conditions of the Offer" section on page 33.

2. We note that you disclose the circumstances in which you are
required to extend the offer and that you will disseminate
additional Offer materials to the extent required by Rules 14d-4(c),
14d-6(d) and 14e-1 under the Exchange Act.  Please revise to also
disclose the reporting and dissemination requirements that accompany
your requirement to extend the offer in Rule 14d-4(d).

5.  Certain United States Federal Income Tax Consequences, page 11

3. Please revise to disclose here and throughout your document
that you have described the material, as opposed to "certain," tax
consequences of the offer.  Further, please eliminate the
statements appearing in the first and second paragraphs that the
discussion is included "for general information" only.  We believe
this statement may suggest that your security holders may not rely
on the description of material tax consequences included in the
offering document.

4. Either delete or provide an analysis supporting your reference
to Treasury Department Circular 230.  In your analysis, please
address why you believe your disclosure constitutes a "covered
opinion." First, the disclosure is being made by the filing persons,
none of whom, presumably, fall within the definition of "tax advisor"
for purposes of the Circular.  Second, it appears that 31 CFR Part 10,
Section 10.35(b)(2)(ii)(B)(3) specifically carves out written advice
included in document required to be filed with the Securities and
Exchange Commission.

8. Certain Information Concerning D&K - Certain Projections, page
14

5. You disclose projections for 2006 that D&K provided to Parent
and Purchaser during the negotiations leading up to this Offer.
Please confirm in your response letter that these were the only non-
public financial forecasts or projections exchanged.  If they were not,
include all of such projected information in the offer materials,
or provide your supplemental analysis as to why disclosure of
additional exchanged projections is not required.

6. Please expand the disclosure in this section to describe all
material assumptions underlying the projections disclosed (and any
others you include as a result of the last comment above).

7. We note that the projections included in this section have not
been prepared in accordance with GAAP.  As a result, advise us
what consideration you have given to whether the projections for 2006
fiscal year you have disclosed require additional disclosure
pursuant to Rule 100(a) of Regulation G.  To the extent that you
disclose additional projections in response to our comments above,
provide the same analysis as to those figures. We may have additional
comments after we review your response.

8. We refer you to your disclosure that neither Parent nor
Purchaser undertake any obligation to update or otherwise revise the
projections.  Please be advised that you have an obligation to
update if there is a material change to the information contained
in your offer document pursuant to Rule 14d-4(d)(1) and 14d-9(c).
While we understand that the projections were prepared by D&K, to the
extent that Purchaser or Parent becomes aware that the projections or
the material assumptions underlying them have materially changed, we
believe you may have an obligation to revise the offer materials
to inform D&K shareholders of this fact. Please revise accordingly.

9.  Certain Information Concerning Purchaser and Parent, page 15

9. We note that McKesson Health Systems and Pharmaceutical Buyers
entered into a prime vendor supply agreement dated July 1, 2002.
Please revise to provide a materially complete description of the
relationship, including the material monetary terms of the
agreement. See Item 1005(a) of Regulation M-A.

10. Background of the Offer, page 17

10. The disclosure in this section indicates that Parent initially
submitted an indication of interest to D&K regarding an offer at a
per share price of $16.00.  In the first full paragraph on page
18, you disclose that following Parent`s due diligence review, Parent
informed D&K`s representatives (on May 31, 2005) that it was not
willing to acquire D&K at $16.00 per share.  Although negotiations
between the parties ultimately resulted in a higher per share
price than Parent proposed in May 2005, the offer price remains below
the originally contemplated $16.00 per share.  Please explain what
factor(s) led Parent to reduce the price per share it was willing
to pay in this transaction.

12.  The Merger Agreement, Stockholder Agreement and Other
Relevant Agreements, page 20

11. We note your statement that the assertions in the
Representations and warranties were made solely for purposes of the
contract between McKesson and D&K.  Investors are entitled to rely
upon disclosures in your publicly filed documents, including the
merger agreement. Please revise your disclosure to eliminate the
language indicating that the representations and warranties were
made "solely" for purposes of the contract between McKesson and D&K,
as it suggests that security holders may not rely upon the
representations and warranties in the Merger Agreement.

12. You disclose on page 23 that the representations and
warranties "may be subject to important qualifications and limitations"
and that "certain representations and warranties may not be accurate
or complete as of any specified date."  Please be advised that,
notwithstanding the inclusion of a general disclaimer, you are
responsible for considering whether additional specific
disclosures of material information regarding material contractual
provisions are required to make the statements included in your filings
not misleading.  Please revise your disclosure accordingly.

15.  Conditions to the Offer, page 32

13. You disclose that the conditions may be waived by parent and
purchaser in whole or in part and "at any time and from time to
time in their reasonable discretion."  We remind you that conditions
must be satisfied or waived as of the expiration date of the offer.
Please confirm your understanding in your response letter.

Letter of Transmittal

14. We note your request that the security holder acknowledge that
they "understand" certain terms the offer.  It is not appropriate
to require security holders to attest to the fact that they
"understand" the terms of the offer as such language may effectively
operate as a waiver of liability.  Please delete this and other similar
language throughout these materials.  To the extent that you have
already circulated the letter of transmittal to security holders,
please confirm that you will not utilize the referenced language set
forth in this form as a waiver of liability against security holders.

Closing

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the filing person is in possession of
all facts relating to its disclosure, it is responsible for the
accuracy and adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide, in writing, a statement acknowledging that:

* the filing persons are responsible for the adequacy and accuracy
of the disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the filing persons may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing
or in response to our comments on your filing.

      As appropriate, please amend your Schedule TO-T in response
to these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.

      Please file your cover letter on EDGAR.  Please understand
that we may have additional comments after reviewing your amendment
and responses to our comments.  In addition, depending upon your
response to these comments, a supplement may need to be sent to security
holders.

      Please direct any questions to me at (202) 551-3456.  You
may also contact me via facsimile at (202) 772-9203.

					Very truly yours,



					Jeffrey B. Werbitt
					Attorney-Advisor
					Office of Mergers & Acquisitions


cc: 	Kenton J. King, Esquire
      Celeste E. Greene, Esquire
      Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
      Palo Alto, California 94301







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Ivan D. Meyerson
McKesson Corporation
August 8, 2005
Page 5



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE