August 8, 2005

By Facsimile (314) 612-2248 and U.S. Mail

J. Hord Armstrong, III
Chairman of the Board, Chief Executive Officer,
     and Treasurer
D & K Healthcare Resources, Inc.
8235 Forsyth Boulevard
St. Louis, Missouri  63105

Re:  	D & K Healthcare Resources, Inc.
	Schedule 14D-9 filed on July 22, 2005
	File No. 005-43656

Dear Mr. Armstrong:

      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.

Schedule 14d-9

Item 3.  Past Contracts, Transactions, Negotiations and
Agreements,
page 2
1. On page 2, where you describe the "Stockholder Support
Agreement,"
clarify the reference to (iv). That is, what specific activities
with
respect to a competing offer are the company`s directors
prohibited
in engaging in?  Is this a reference solely to a competed offer in
which these individuals might participate, such as a management
buyout or does this provision purport to prohibit the signatory
directors from considering offers by other potential acquirers?
Is
there a "fiduciary out" provision?  If so, how does it affect the
Supporting Stockholder`s obligation to tender into the Offer?
2. 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 Healthcare.  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 Healthcare
as
it suggests that security holders may not rely upon the
representations and warranties in the Merger Agreement.
3. On page 7 you disclose 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.
Item 4.  The solicitation or Recommendation, page 16
4. Refer to the first full paragraph on page 17.  What reasons (if
any) were provided by Company X as to why it no longer wished to
pursue a transaction with the company?  Provide similar disclosure
for Company Y.

5. Other than the preliminary negotiations with companies X and Y,
what, if any, alternatives to this transaction did the D & K
Healthcare board consider? Please describe.  For example, did the
board consider auctioning the company?  If so, why did it decide
not
to do so? If this alternative was not considered, please explain.
6. We refer you to reason 1 on page 19.  You list the factors that
the board considered in recommending the transaction.  For
example,
you disclose that the board considered the current and historical
financial condition and results of operations and the risks
attendant
to achieving the goals of D & K Healthcare`s strategic plan and
uncertainties resulting from a shift in the pharmaceutical
distribution industry.  Please expand this disclosure to more
clearly
explain how the board considered these factors to end with a
recommendation of this Offer. In this regard, specifically explain
how the considerations evaluated by the board support its
recommendation.
7. We note the disclosure on page 22 that caveats the description
of
Citigroup`s financial analyses: "Considering the data set forth
below
without considering the full narrative description of the
financial
analyses, including the methodologies and the assumptions
underlying
the analyses, could create a misleading or incomplete view of the
financial analyses conducted by Citigroup." We also note that
Citigroup, in rendering its analyses, was provided with financial
forecasts and estimates.  It also appears that these forecasts and
estimates were used to determine that the offer consideration is
fair
from a financial point of view to the security holders of D & K
Healthcare.  It seems that in order to evaluate the basis for the
opinion, unit holders must be able to view the projections upon
which
it is based. Therefore, the projections appear to be material to a
full understanding of the opinion and should be disclosed. See
Item
1011(b) of Regulation M-A.
8. See our last comment above. For all forecasts prepared by
management (as opposed to those from Wall Street analysts),
describe
the underlying material assumptions.
9. To the extent that you disclose projected financial data that
has
not been prepared in accordance with GAAP, advise what
consideration
you have given to whether the projections disclosed require
additional disclosure pursuant to Rule 100(a) of Regulation G.  We
may have additional comments after we review your response.

Schedule 14f-1
10. Please revise your disclosure to include the information
required
by Schedule 14f-1 as it relates to the individuals that will be
designated by McKesson Corporation to D & K Healthcare`s board.
See
Item 7(b) and (c) of Schedule 14A.
11. Please disclose the director nomination process as required by
Schedule 14f-1.  See Item 7(d)(2)(ii) of Schedule 14A.

Press Release
12. The safe harbor for forward-looking statements provided in the
Private Securities Litigation Reform Act does not apply to
statements
made in connection with a tender offer.  See Section 21E(b)(2)(C)
of
the Exchange Act.  Therefore, in future materials, please delete
the
reference to the safe harbor or state explicitly that the safe
harbor
protections it provides do not apply to statements made in
connection
with the offer.
Closing Comments

      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 issuer 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 company is 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 company 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 14D-9 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 supplemental 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:	Richard A. Keffer, Esquire
	Vice President, General Counsel,
     and Secretary
D & K Healthcare Resources, Inc.
8235 Forsyth Boulevard
St. Louis, Missouri 63105

John J. Gillis, Jr. Esquire
David W. Braswell, Esquire
Armstrong Teasdale LLP
One Metropolitan Square, Suite 2600
St. Louis, Missouri 63102-2740









J. Hord Armstrong, III
D & K Healthcare Resources, Inc.
August 8, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE