As filed with the Securities and
Exchange Commission on August 14, 1998  Registration No. 333-____
______________________________________________________________________________

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                      ______________________

                             FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                      _______________________


                  PRIORITY HEALTHCARE CORPORATION
      (Exact name of registrant as specified in its charter)

                       INDIANA                              35-1927379
        (State or other jurisdiction
(I.R.S. Employer
                of incorporation or organization)
Identification No.)

              285 WEST CENTRAL PARKWAY                         32714
         ALTAMONTE SPRINGS, FLORIDA              (Zip Code)
  (Address of Principal Executive Offices)

                        PRIORITY HEALTHCARE CORPORATION
                     1997 STOCK OPTION AND INCENTIVE PLAN

                        PRIORITY HEALTHCARE CORPORATION
                      OUTSIDE DIRECTORS STOCK OPTION PLAN
                                     (Full title of the plans)

                                    ROBERT L. MYERS
                         PRESIDENT AND CHIEF EXECUTIVE OFFICER
              285 WEST CENTRAL PARKWAY, ALTAMONTE SPRINGS, FLORIDA 32714
                              (Name and address of agent for service)

                                    (407) 869-7001
                   (Telephone   number,  including  area  code,  of  agent  for
service)

                             COPY TO:
                                  JAMES A. ASCHLEMAN
                                    BAKER & DANIELS
                         300 NORTH MERIDIAN STREET, SUITE 2700
                              INDIANAPOLIS, INDIANA 46204
                                    (317) 237-0300

                  CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 TITLE OF SECURITIES   AMOUNT TO BE    PROPOSED MAXIMUM    PROPOSED MAXIMUM       AMOUNT OF
    TO REGISTERED     REGISTERED (1)  OFFERING PRICE PER  AGGREGATE OFFERING  REGISTRATION FEE
                                           SHARE (2)           PRICE (2)
<S>                  <C>              <C>                 <C>                 <C>
Class B Common           1,275,000        $19.875 (3)       $25,340,625 (3)     $7,475.48 (3)
Stock,
$0.01 par value
</TABLE>

(1) Pursuant to Rule 416(c) under  the  Securities Act of 1933 (the "Securities
    Act"),  this Registration Statement also  registers  additional  shares  of
    Class B Common  Stock  as  may  be  offered  or  issued to prevent dilution
    resulting from stock splits, stock dividends and similar transactions.

(2) It is impracticable to state the maximum offering  price.   Shares  offered
    pursuant to incentive stock options granted under the 1997 Stock Option and
    Incentive  Plan  and shares offered pursuant to non-qualified stock options
    granted under the  Outside  Director Stock Option Plan are to be offered at
    not less than the fair market value of one share of Class B Common Stock of
    Priority Healthcare Corporation on the date the options are granted.

(3) Estimated solely for purposes  of  calculating  the  registration  fee  and
    computed  in  accordance  with Rule 457(c) and (h) under the Securities Act
    using the average of the high  and  low  sale  prices of the Class B Common
    Stock as reported by the NASDAQ National Market  System on August 12, 1998,
    which was $19.875 per share.
<PAGE>
                              PART I

         INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     The  Section  10(a)  prospectuses  for  the  Priority Healthcare
Corporation  1997  Stock  Option  and  Incentive  Plan  and   Outside
Directors  Stock  Option  Plan  are not required to be filed with the
Securities  and Exchange Commission  as  part  of  this  Registration
Statement.

                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Company's  Annual  Report  on  Form  10-K for the year ended
December 31, 1997 and the description of the Company's  Common  Stock
contained  in  the Company's Registration Statement on Form 8-A filed
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"),
including any amendments or reports filed for the purpose of updating
such description,  are  incorporated  herein by reference.  All other
reports filed pursuant to Section 13(a)  or 15(d) of the Exchange Act
since  the  end  of  the  fiscal  year  for which  audited  financial
statements  are contained in the annual report  described  above  are
incorporated herein by reference.  All documents filed by the Company
pursuant to Sections  13(a),  13(c), 14, or 15(d) of the Exchange Act
after the date hereof and prior to the termination of the offering of
the securities offered hereby shall  be  deemed to be incorporated by
reference herein and to be a part hereof from  the  date of filing of
such  documents  with  the  Commission.   The  Company will  promptly
provide  without  charge  to  each  person  to whom a  prospectus  is
delivered,  a  copy  of  any  or  all  information  that   has   been
incorporated  herein  by  reference  (not  including  exhibits to the
information  that  is incorporated by reference unless such  exhibits
are specifically incorporated  by  reference  into such information),
upon  the  written  or oral request of such person  directed  to  the
Secretary of the Company  at  its principal offices, 285 West Central
Parkway, Altamonte Springs, Florida 32714, (407) 869-7001.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The   Indiana  Business  Corporation   Law   provides   that   a
corporation,  unless  limited  by  its  Articles of Incorporation, is
required to indemnify its directors and officers  against  reasonable
expenses  incurred  in  the  successful defense of any proceeding  to
which the director or officer  was  a  party  because of serving as a
director or officer of the corporation.

     As  permitted  by  the  Indiana  Business Corporation  Law,  the
Company's   Restated   Articles   of   Incorporation    provide   for
indemnification  of directors, officers and employees of the  Company
against any and all  liability  and  reasonable  expense  that may be
incurred  by  them,  arising  out  of  any  claim  or  action, civil,
criminal, administrative or investigative, in which they  may  become
involved  by  reason of being or having been a director, officer,  or
employee.  To be entitled to indemnification, those persons must have
been wholly successful  in  the  claim  or  action  or  the  Board of
Directors must have determined that such persons acted in good  faith
in  what  they  reasonably  believed  to be the best interests of the
Company  (or  at least not opposed to its  best  interests)  and,  in
addition, in any  criminal  action,  had  reasonable cause to believe
their conduct was lawful (or had no reasonable  cause to believe that
their conduct was unlawful).

     In  addition,  the  Company  has  a  directors'  and   officers'
liability  and  company  reimbursement  policy  that  insures against
certain liabilities, including liabilities under the Securities  Act,
subject to applicable retentions.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     The  list of Exhibits is incorporated herein by reference to the
     Index to Exhibits.

ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1)  To  file,  during  any  period in which offers or sales are
          being made, a post-effective amendment to this registration
          statement:

          (i)  To include any prospectus required by section 10(a)(3)
               of the Securities Act of 1933;

          (ii) To  reflect  in the prospectus  any  facts  or  events
               arising after  the  effective date of the registration
               statement (or the most recent post-effective amendment
               thereof)  which, individually  or  in  the  aggregate,
               represent a  fundamental change in the information set
               forth in the registration statement;

          (iii)To include any  material  information  with respect to
               the plan of distribution not previously  disclosed  in
               the  registration  statement or any material change to
               such information in the registration statement;

          Provided, however, that paragraphs  (1)(i)  and  (1)(ii) do
          not apply if the information required to be included  in  a
          post-effective  amendment  by those paragraphs is contained
          in periodic reports filed by  the  registrant  pursuant  to
          section  13 or section 15(d) of the Securities Exchange Act
          of  1934  that   are   incorporated  by  reference  in  the
          registration statement.

     (2)  That, for the purpose of  determining  any  liability under
          the  Securities  Act  of  1933,  each  such  post-effective
          amendment   shall  be  deemed  to  be  a  new  registration
          statement relating  to  the securities offered therein, and
          the offering of such securities at the time shall be deemed
          to be the initial bona fide offering thereof.

     (3)  To remove from registration  by  means  of a post-effective
          amendment  any  of  the  securities being registered  which
          remain unsold at the termination of the offering.

     The undersigned registrant hereby  undertakes that, for purposes
of determining any liability under the Securities  Act  of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or
section  15(d)  of  the  Securities Exchange Act of 1934 (and,  where
applicable, each filing of  an  employee benefit plan's annual report
pursuant to section 15(d) of the  Securities  Exchange  Act  of 1934)
that is incorporated by reference in the registration statement shall
be  deemed  to  be  a  new  registration  statement  relating  to the
securities  offered  therein, and the offering of such securities  at
that time shall be deemed  to  be  the  initial  bona  fide  offering
thereof.

     Insofar  as  indemnification  for liabilities arising under  the
Securities Act of 1933 may be permitted  to  directors,  officers and
controlling  persons  of  the  registrant  pursuant  to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion    of   the   Securities   and   Exchange   Commission   such
indemnification  is against public policy as expressed in the Act and
is,  therefore,  unenforceable.   In  the  event  that  a  claim  for
indemnification against  such  liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted  by such director, officer or
controlling   person   in  connection  with  the   securities   being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled  by  controlling  precedent,  submit to a
court   of   appropriate   jurisdiction  the  question  whether  such
indemnification by it is against  public  policy  as expressed in the
Act and will be governed by the final adjudication of such issue.
<PAGE>
                            SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities   Act,  the
registrant  certifies that it has reasonable grounds to believe  that
it meets all  of the requirements for filing on Form S-8 and has duly
caused this registration  statement to be signed on its behalf by the
undersigned, thereunto duly  authorized,  in  the  City  of Altamonte
Springs, State of Florida, on August 11, 1998.

                                PRIORITY HEALTHCARE CORPORATION


                                By:      /S/ ROBERT L. MYERS
                                      Robert L. Myers
                                      President and
                                      Chief Executive Officer


                          POWER OF ATTORNEY

     Pursuant  to  the  requirements  of  the  Securities  Act,  this
Registration  Statement  has  been signed by the following persons in
their respective capacities and  on  the  respective  dates indicated
opposite  their  names.   Each  person whose signature appears  below
hereby authorizes each of William  E.  Bindley  and  Robert L. Myers,
each with full power of substitution, to execute in the  name  and on
behalf   of   such   person  any  post-effective  amendment  to  this
Registration Statement  and  to file the same, with exhibits thereto,
and other documents in connection  therewith,  making such changes in
this Registration Statement as the registrant deems  appropriate, and
appoints  each of William E. Bindley and Robert L. Myers,  each  with
full power  of  substitution,  attorney-in-fact to sign any amendment
and any post-effective amendment  to  this Registration Statement and
to  file  the same, with exhibits thereto,  and  other  documents  in
connection therewith.
<TABLE>
<CAPTION>
            SIGNATURE                            TITLE                           DATE
<S>                               <C>                                <C>
            /S/ WILLIAM E. BINDLEY  Chairman of the Board            August 11, 1998
           William E. Bindley
            /S/ ROBERT L. MYERS   President, Chief Executive Officer August 11, 1998
           Robert L. Myers        and Director (Principal Executive
                                  Officer)
            /S/ DONALD J. PERFETTO  Vice President, Chief Financial  August 11, 1998
           Donald J. Perfetto     Officer and Treasurer (Principal
                                  Financial and Accounting Officer)
            /S/ MICHAEL D. MCCORMICK  Director                       August 11, 1998
           Michael D. McCormick
            /S/ THOMAS J. SALENTINE  Director                        August 11, 1998
           Thomas J. Salentine
            /S/ RICHARD W. ROBERSON  Director                        August 11, 1998
           Richard W. Roberson
            /S/ REBECCA M. SHANAHAN  Director                        August 11, 1998
           Rebecca M. Shanahan
</TABLE>
<PAGE>
                          INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                                                 DESCRIPTION OF EXHIBIT
         Exhibit
           NO.
<S>                       <C>
4.1                       Restated Articles of Incorporation of the Registrant.  (The copy of
                          this Exhibit filed as Exhibit 3-A to the Company's Registration
                          Statement on Form S-1 (Registration No. 333-34463) is incorporated
                          herein by reference.)
4.2                       By-Laws of the Registrant, as amended to date. (The copy of this
                          Exhibit filed as Exhibit 3-B to the Company's Registration Statement
                          on Form S-1 (Registration No. 333-34463) is incorporated herein by
                          reference.)
4.3                       Articles of Restatement of the Restated Articles of Incorporation of
                          the Registrant.  (The copy of this Exhibit filed as Exhibit 3-C to
                          the Company's Registration Statement on Form S-1 (Registration No.
                          333-34463) is incorporated herein by reference.)
4.4                       Priority Healthcare Corporation 1997 Stock Option and Incentive
                          Plan.  (The copy of this Exhibit filed as Exhibit 10-C to the
                          Company's Registration Statement on Form S-1 (Registration No.
                          333-34463) is incorporated herein by reference.)
4.5                       Priority Healthcare Corporation Outside Directors Stock Option Plan.
                          (The copy of this Exhibit filed as Exhibit 10-D to the Company's
                          Registration Statement on Form S-1 (Registration No. 333-34463) is
                          incorporated herein by reference.)
5                         Opinion of Baker & Daniels regarding legality of the securities
                          being registered.
23.1                      Consent of PricewaterhouseCoopers LLP.
23.2                      Consent of Baker & Daniels (included in the Baker & Daniels Opinion
                          filed as Exhibit 5).
24                        Powers of Attorney (included on the Signature Page of the
                          Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17206}]
{"company-data": {"conformed-name": "PRIORITY HEALTHCARE CORP", "cik": "0001037975", "assigned-sic": "5122", "irs-number": "351927379", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61479", "film-number": "98689137"}, "business-address": {"street1": "285 W CENTRAL PARKWAY", "city": "ALTAMONTE SPRINGS", "state": "FL", "zip": "32714", "phone": "3172989890"}}
As filed with the Securities and
Exchange Commission on August 14, 1998  Registration No. 333-____
______________________________________________________________________________

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                      ______________________

                             FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                      _______________________

                  PRIORITY HEALTHCARE CORPORATION
      (Exact name of registrant as specified in its charter)

                       INDIANA                              35-1927379
        (State or other jurisdiction
(I.R.S. Employer
                of incorporation or organization)
Identification No.)

              285 WEST CENTRAL PARKWAY                         32714
         ALTAMONTE SPRINGS, FLORIDA              (Zip Code)
  (Address of Principal Executive Offices)

                        PRIORITY HEALTHCARE CORPORATION
                     1997 STOCK OPTION AND INCENTIVE PLAN

                        PRIORITY HEALTHCARE CORPORATION
                      OUTSIDE DIRECTORS STOCK OPTION PLAN
                                     (Full title of the plans)

                                    ROBERT L. MYERS
                         PRESIDENT AND CHIEF EXECUTIVE OFFICER
              285 WEST CENTRAL PARKWAY, ALTAMONTE SPRINGS, FLORIDA 32714
                              (Name and address of agent for service)

                                    (407) 869-7001
                   (Telephone   number,  including  area  code,  of  agent  for
service)

                             COPY TO:
                                  JAMES A. ASCHLEMAN
                                    BAKER & DANIELS
                         300 NORTH MERIDIAN STREET, SUITE 2700
                              INDIANAPOLIS, INDIANA 46204
                                    (317) 237-0300

                  CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES   AMOUNT TO BE    PROPOSED MAXIMUM    PROPOSED MAXIMUM       AMOUNT OF
    TO REGISTERED     REGISTERED (1)  OFFERING PRICE PER  AGGREGATE OFFERING  REGISTRATION FEE
                                           SHARE (2)           PRICE (2)
Class B Common           1,275,000        $19.875 (3)       $25,340,625 (3)     $7,475.48 (3)
Stock,
$0.01 par value
(1) Pursuant to Rule 416(c) under  the  Securities Act of 1933 (the "Securities
    Act"),  this Registration Statement also  registers  additional  shares  of
    Class B Common  Stock  as  may  be  offered  or  issued to prevent dilution
    resulting from stock splits, stock dividends and similar transactions.

(2) It is impracticable to state the maximum offering  price.   Shares  offered
    pursuant to incentive stock options granted under the 1997 Stock Option and
    Incentive  Plan  and shares offered pursuant to non-qualified stock options
    granted under the  Outside  Director Stock Option Plan are to be offered at
    not less than the fair market value of one share of Class B Common Stock of
    Priority Healthcare Corporation on the date the options are granted.

(3) Estimated solely for purposes  of  calculating  the  registration  fee  and
    computed  in  accordance  with Rule 457(c) and (h) under the Securities Act
    using the average of the high  and  low  sale  prices of the Class B Common
    Stock as reported by the NASDAQ National Market  System on August 12, 1998,
    which was $19.875 per share.
PART I

         INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     The  Section  10(a)  prospectuses  for  the  Priority Healthcare
Corporation  1997  Stock  Option  and  Incentive  Plan  and   Outside
Directors  Stock  Option  Plan  are not required to be filed with the
Securities  and Exchange Commission  as  part  of  this  Registration
Statement.

                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Company's  Annual  Report  on  Form  10-K for the year ended
December 31, 1997 and the description of the Company's  Common  Stock
contained  in  the Company's Registration Statement on Form 8-A filed
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"),
including any amendments or reports filed for the purpose of updating
such description,  are  incorporated  herein by reference.  All other
reports filed pursuant to Section 13(a)  or 15(d) of the Exchange Act
since  the  end  of  the  fiscal  year  for which  audited  financial
statements  are contained in the annual report  described  above  are
incorporated herein by reference.  All documents filed by the Company
pursuant to Sections  13(a),  13(c), 14, or 15(d) of the Exchange Act
after the date hereof and prior to the termination of the offering of
the securities offered hereby shall  be  deemed to be incorporated by
reference herein and to be a part hereof from  the  date of filing of
such  documents  with  the  Commission.   The  Company will  promptly
provide  without  charge  to  each  person  to whom a  prospectus  is
delivered,  a  copy  of  any  or  all  information  that   has   been
incorporated  herein  by  reference  (not  including  exhibits to the
information  that  is incorporated by reference unless such  exhibits
are specifically incorporated  by  reference  into such information),
upon  the  written  or oral request of such person  directed  to  the
Secretary of the Company  at  its principal offices, 285 West Central
Parkway, Altamonte Springs, Florida 32714, (407) 869-7001.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The   Indiana  Business  Corporation   Law   provides   that   a
corporation,  unless  limited  by  its  Articles of Incorporation, is
required to indemnify its directors and officers  against  reasonable
expenses  incurred  in  the  successful defense of any proceeding  to
which the director or officer  was  a  party  because of serving as a
director or officer of the corporation.

     As  permitted  by  the  Indiana  Business Corporation  Law,  the
Company's   Restated   Articles   of   Incorporation    provide   for
indemnification  of directors, officers and employees of the  Company
against any and all  liability  and  reasonable  expense  that may be
incurred  by  them,  arising  out  of  any  claim  or  action, civil,
criminal, administrative or investigative, in which they  may  become
involved  by  reason of being or having been a director, officer,  or
employee.  To be entitled to indemnification, those persons must have
been wholly successful  in  the  claim  or  action  or  the  Board of
Directors must have determined that such persons acted in good  faith
in  what  they  reasonably  believed  to be the best interests of the
Company  (or  at least not opposed to its  best  interests)  and,  in
addition, in any  criminal  action,  had  reasonable cause to believe
their conduct was lawful (or had no reasonable  cause to believe that
their conduct was unlawful).

     In  addition,  the  Company  has  a  directors'  and   officers'
liability  and  company  reimbursement  policy  that  insures against
certain liabilities, including liabilities under the Securities  Act,
subject to applicable retentions.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     The  list of Exhibits is incorporated herein by reference to the
     Index to Exhibits.

ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1)  To  file,  during  any  period in which offers or sales are
          being made, a post-effective amendment to this registration
          statement:

          (i)  To include any prospectus required by section 10(a)(3)
               of the Securities Act of 1933;

          (ii) To  reflect  in the prospectus  any  facts  or  events
               arising after  the  effective date of the registration
               statement (or the most recent post-effective amendment
               thereof)  which, individually  or  in  the  aggregate,
               represent a  fundamental change in the information set
               forth in the registration statement;

          (iii)To include any  material  information  with respect to
               the plan of distribution not previously  disclosed  in
               the  registration  statement or any material change to
               such information in the registration statement;

          Provided, however, that paragraphs  (1)(i)  and  (1)(ii) do
          not apply if the information required to be included  in  a
          post-effective  amendment  by those paragraphs is contained
          in periodic reports filed by  the  registrant  pursuant  to
          section  13 or section 15(d) of the Securities Exchange Act
          of  1934  that   are   incorporated  by  reference  in  the
          registration statement.

     (2)  That, for the purpose of  determining  any  liability under
          the  Securities  Act  of  1933,  each  such  post-effective
          amendment   shall  be  deemed  to  be  a  new  registration
          statement relating  to  the securities offered therein, and
          the offering of such securities at the time shall be deemed
          to be the initial bona fide offering thereof.

     (3)  To remove from registration  by  means  of a post-effective
          amendment  any  of  the  securities being registered  which
          remain unsold at the termination of the offering.

     The undersigned registrant hereby  undertakes that, for purposes
of determining any liability under the Securities  Act  of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or
section  15(d)  of  the  Securities Exchange Act of 1934 (and,  where
applicable, each filing of  an  employee benefit plan's annual report
pursuant to section 15(d) of the  Securities  Exchange  Act  of 1934)
that is incorporated by reference in the registration statement shall
be  deemed  to  be  a  new  registration  statement  relating  to the
securities  offered  therein, and the offering of such securities  at
that time shall be deemed  to  be  the  initial  bona  fide  offering
thereof.

     Insofar  as  indemnification  for liabilities arising under  the
Securities Act of 1933 may be permitted  to  directors,  officers and
controlling  persons  of  the  registrant  pursuant  to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion    of   the   Securities   and   Exchange   Commission   such
indemnification  is against public policy as expressed in the Act and
is,  therefore,  unenforceable.   In  the  event  that  a  claim  for
indemnification against  such  liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted  by such director, officer or
controlling   person   in  connection  with  the   securities   being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled  by  controlling  precedent,  submit to a
court   of   appropriate   jurisdiction  the  question  whether  such
indemnification by it is against  public  policy  as expressed in the
Act and will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities   Act,  the
registrant  certifies that it has reasonable grounds to believe  that
it meets all  of the requirements for filing on Form S-8 and has duly
caused this registration  statement to be signed on its behalf by the
undersigned, thereunto duly  authorized,  in  the  City  of Altamonte
Springs, State of Florida, on August 11, 1998.

                                PRIORITY HEALTHCARE CORPORATION

                                By:      /S/ ROBERT L. MYERS
                                      Robert L. Myers
                                      President and
                                      Chief Executive Officer

                          POWER OF ATTORNEY

     Pursuant  to  the  requirements  of  the  Securities  Act,  this
Registration  Statement  has  been signed by the following persons in
their respective capacities and  on  the  respective  dates indicated
opposite  their  names.   Each  person whose signature appears  below
hereby authorizes each of William  E.  Bindley  and  Robert L. Myers,
each with full power of substitution, to execute in the  name  and on
behalf   of   such   person  any  post-effective  amendment  to  this
Registration Statement  and  to file the same, with exhibits thereto,
and other documents in connection  therewith,  making such changes in
this Registration Statement as the registrant deems  appropriate, and
appoints  each of William E. Bindley and Robert L. Myers,  each  with
full power  of  substitution,  attorney-in-fact to sign any amendment
and any post-effective amendment  to  this Registration Statement and
to  file  the same, with exhibits thereto,  and  other  documents  in
connection therewith.
SIGNATURE                            TITLE                           DATE
/S/ WILLIAM E. BINDLEY  Chairman of the Board            August 11, 1998
           William E. Bindley
            /S/ ROBERT L. MYERS   President, Chief Executive Officer August 11, 1998
           Robert L. Myers        and Director (Principal Executive
                                  Officer)
            /S/ DONALD J. PERFETTO  Vice President, Chief Financial  August 11, 1998
           Donald J. Perfetto     Officer and Treasurer (Principal
                                  Financial and Accounting Officer)
            /S/ MICHAEL D. MCCORMICK  Director                       August 11, 1998
           Michael D. McCormick
            /S/ THOMAS J. SALENTINE  Director                        August 11, 1998
           Thomas J. Salentine
            /S/ RICHARD W. ROBERSON  Director                        August 11, 1998
           Richard W. Roberson
            /S/ REBECCA M. SHANAHAN  Director                        August 11, 1998
           Rebecca M. Shanahan
INDEX TO EXHIBITS
DESCRIPTION OF EXHIBIT
         Exhibit
           NO.
4.1                       Restated Articles of Incorporation of the Registrant.  (The copy of
                          this Exhibit filed as Exhibit 3-A to the Company's Registration
                          Statement on Form S-1 (Registration No. 333-34463) is incorporated
                          herein by reference.)
4.2                       By-Laws of the Registrant, as amended to date. (The copy of this
                          Exhibit filed as Exhibit 3-B to the Company's Registration Statement
                          on Form S-1 (Registration No. 333-34463) is incorporated herein by
                          reference.)
4.3                       Articles of Restatement of the Restated Articles of Incorporation of
                          the Registrant.  (The copy of this Exhibit filed as Exhibit 3-C to
                          the Company's Registration Statement on Form S-1 (Registration No.
                          333-34463) is incorporated herein by reference.)
4.4                       Priority Healthcare Corporation 1997 Stock Option and Incentive
                          Plan.  (The copy of this Exhibit filed as Exhibit 10-C to the
                          Company's Registration Statement on Form S-1 (Registration No.
                          333-34463) is incorporated herein by reference.)
4.5                       Priority Healthcare Corporation Outside Directors Stock Option Plan.
                          (The copy of this Exhibit filed as Exhibit 10-D to the Company's
                          Registration Statement on Form S-1 (Registration No. 333-34463) is
                          incorporated herein by reference.)
5                         Opinion of Baker & Daniels regarding legality of the securities
                          being registered.
23.1                      Consent of PricewaterhouseCoopers LLP.
23.2                      Consent of Baker & Daniels (included in the Baker & Daniels Opinion
                          filed as Exhibit 5).
24                        Powers of Attorney (included on the Signature Page of the
                          Registration Statement).