As filed with the Securities and
Exchange Commission on December 30, 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)


                            PROFIT SHARING PLAN OF
                PRIORITY HEALTHCARE CORPORATION AND AFFILIATES
                                     (Full title of the plan)

                                    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            500,000          $33.9375           $16,968,750         $4,717.31
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  covers  an indeterminate amount of
    interests  to  be  offered  or sold pursuant to the employee  benefit  plan
    described herein.  Pursuant to  Rule 457(h)(2) under the Securities Act, no
    separate fee is required to register such interest.

(2) 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  December  22,
    1998, which was $33.9375 per share.
<PAGE>
                              PART I

         INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION*

     *Information  required  by Part I of Form S-8 to be contained in
the  Section  10(a)  Prospectus is  omitted  from  this  Registration
Statement in accordance  with  Rule  428 under the Securities Act and
the Note to Part I of Form S-8.


                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents heretofore  filed by Priority Healthcare
Corporation  (the  "Registrant")  with  the Securities  and  Exchange
Commission  are  incorporated  by  reference   in  this  Registration
Statement:

     (1)  The Registrant's Annual Report on Form  10-K for the fiscal
          year ended December 31, 1997;

     (2)  The  Registrant's Quarterly Reports on Form  10-Q  for  the
          quarters  ended March 31, 1998, June 30, 1998 and September
          30, 1998; and

     (3)  The description  of  the  Registrant's Class B Common Stock
          contained  in the Registrant's  Registration  Statement  on
          Form 8-A filed  with the Securities and Exchange Commission
          on October 22, 1997,  including  any  amendment  or  report
          filed for the purpose of updating such description.

     In  addition, all documents subsequently filed by the Registrant
or the Profit  Sharing  Plan  of  Priority Healthcare Corporation and
Affiliates (the "Plan") pursuant to  Sections  13(a),  13(c),  14 and
15(d)  of  the  Securities  Exchange  Act  of  1934,  as amended (the
"Exchange  Act"),  prior to the filing of a post-effective  amendment
which indicates that  all securities offered hereby have been sold or
which  deregisters  all  securities  offered  hereby  then  remaining
unsold, shall be deemed to  be  incorporated  by  reference  in  this
Registration  Statement and to be a part hereof from their respective
dates of filing.

     The Registrant  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  Vice President of Administration of the
Registrant  at  its  principal offices,  285  West  Central  Parkway,
Altamonte Springs, Florida 32714, telephone (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
Registrant's   Restated   Articles  of  Incorporation   provide   for
indemnification  of  directors,   officers   and   employees  of  the
Registrant 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
Registrant  (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  Registrant  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.

     The  Registrant hereby undertakes that it  will  submit  or  has
submitted the  Plan and any amendment thereto to the Internal Revenue
Service ("IRS")  in  a  timely  manner  and has made or will make all
changes  required  by  the  IRS in order to qualify  the  Plan  under
Section 401 of the Internal Revenue Code.

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  with   or  furnished  to  the
          Commission  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

     THE REGISTRANT.  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 December 29, 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 December 29, 1998
           William E. Bindley
           /S/ ROBERT L. MYERS                    President, Chief Executive Officer December 29, 1998
           Robert L. Myers        and Director (Principal Executive
                                  Officer)
           /S/ DONALD J. PERFETTO                 Executive Vice President, Chief December 29, 1998
           Donald J. Perfetto     Financial Officer and Treasurer
                                  (Principal Financial and
                                  Accounting Officer)
/S/ MICHAEL D. MCCORMICK          Director                           December 29, 1998
           Michael D. McCormick
/S/ THOMAS J. SALENTINE                Director                      December 29, 1998
           Thomas J. Salentine
/S/ RICHARD W. ROBERSON              Director                        December 29, 1998
           Richard W. Roberson
/S/ REBECCA M. SHANAHAN             Director                         December 29, 1998
           Rebecca M. Shanahan
</TABLE>
<PAGE>
     THE PLAN.   Pursuant  to the requirements of the Securities Act,
the trustees (or other persons  who  administer  the employee benefit
plan) have 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 December 29, 1998.

                              PROFIT SHARING PLAN OF PRIORITY
                              HEALTHCARE CORPORATION AND AFFILIATES


                              By:      /S/     ROBERT     L.    MYERS

                                   Robert      L.     Myers,     Plan
Administrator


 /S/ DONALD J. PERFETTO
                                   Donald    J.    Perfetto,     Plan
Administrator


                                   /S/        BARBARA        LUTTRELL

                                   Barbara       Luttrell,       Plan
                                   Administrator
<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                       Profit Sharing Plan of Priority Healthcare Corporation and
                          Subsidiaries.
23                        Consent of PricewaterhouseCoopers LLP.
24                        Powers of Attorney (included on the Signature Page of the
                          Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17843}]
{"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": "333-69921", "film-number": "98778353"}, "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 December 30, 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)

                            PROFIT SHARING PLAN OF
                PRIORITY HEALTHCARE CORPORATION AND AFFILIATES
                                     (Full title of the plan)

                                    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            500,000          $33.9375           $16,968,750         $4,717.31
Stock,
$0.01 par value
(1) Pursuant to Rule 416(c) under  the  Securities Act of 1933 (the "Securities
    Act"), this Registration Statement also  covers  an indeterminate amount of
    interests  to  be  offered  or sold pursuant to the employee  benefit  plan
    described herein.  Pursuant to  Rule 457(h)(2) under the Securities Act, no
    separate fee is required to register such interest.

(2) 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  December  22,
    1998, which was $33.9375 per share.
PART I

         INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION*

     *Information  required  by Part I of Form S-8 to be contained in
the  Section  10(a)  Prospectus is  omitted  from  this  Registration
Statement in accordance  with  Rule  428 under the Securities Act and
the Note to Part I of Form S-8.

                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents heretofore  filed by Priority Healthcare
Corporation  (the  "Registrant")  with  the Securities  and  Exchange
Commission  are  incorporated  by  reference   in  this  Registration
Statement:

     (1)  The Registrant's Annual Report on Form  10-K for the fiscal
          year ended December 31, 1997;

     (2)  The  Registrant's Quarterly Reports on Form  10-Q  for  the
          quarters  ended March 31, 1998, June 30, 1998 and September
          30, 1998; and

     (3)  The description  of  the  Registrant's Class B Common Stock
          contained  in the Registrant's  Registration  Statement  on
          Form 8-A filed  with the Securities and Exchange Commission
          on October 22, 1997,  including  any  amendment  or  report
          filed for the purpose of updating such description.

     In  addition, all documents subsequently filed by the Registrant
or the Profit  Sharing  Plan  of  Priority Healthcare Corporation and
Affiliates (the "Plan") pursuant to  Sections  13(a),  13(c),  14 and
15(d)  of  the  Securities  Exchange  Act  of  1934,  as amended (the
"Exchange  Act"),  prior to the filing of a post-effective  amendment
which indicates that  all securities offered hereby have been sold or
which  deregisters  all  securities  offered  hereby  then  remaining
unsold, shall be deemed to  be  incorporated  by  reference  in  this
Registration  Statement and to be a part hereof from their respective
dates of filing.

     The Registrant  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  Vice President of Administration of the
Registrant  at  its  principal offices,  285  West  Central  Parkway,
Altamonte Springs, Florida 32714, telephone (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
Registrant's   Restated   Articles  of  Incorporation   provide   for
indemnification  of  directors,   officers   and   employees  of  the
Registrant 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
Registrant  (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  Registrant  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.

     The  Registrant hereby undertakes that it  will  submit  or  has
submitted the  Plan and any amendment thereto to the Internal Revenue
Service ("IRS")  in  a  timely  manner  and has made or will make all
changes  required  by  the  IRS in order to qualify  the  Plan  under
Section 401 of the Internal Revenue Code.

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  with   or  furnished  to  the
          Commission  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

     THE REGISTRANT.  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 December 29, 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 December 29, 1998
           William E. Bindley
           /S/ ROBERT L. MYERS                    President, Chief Executive Officer December 29, 1998
           Robert L. Myers        and Director (Principal Executive
                                  Officer)
           /S/ DONALD J. PERFETTO                 Executive Vice President, Chief December 29, 1998
           Donald J. Perfetto     Financial Officer and Treasurer
                                  (Principal Financial and
                                  Accounting Officer)
/S/ MICHAEL D. MCCORMICK          Director                           December 29, 1998
           Michael D. McCormick
/S/ THOMAS J. SALENTINE                Director                      December 29, 1998
           Thomas J. Salentine
/S/ RICHARD W. ROBERSON              Director                        December 29, 1998
           Richard W. Roberson
/S/ REBECCA M. SHANAHAN             Director                         December 29, 1998
           Rebecca M. Shanahan
THE PLAN.   Pursuant  to the requirements of the Securities Act,
the trustees (or other persons  who  administer  the employee benefit
plan) have 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 December 29, 1998.

                              PROFIT SHARING PLAN OF PRIORITY
                              HEALTHCARE CORPORATION AND AFFILIATES

                              By:      /S/     ROBERT     L.    MYERS

                                   Robert      L.     Myers,     Plan
Administrator

 /S/ DONALD J. PERFETTO
                                   Donald    J.    Perfetto,     Plan
Administrator

                                   /S/        BARBARA        LUTTRELL

                                   Barbara       Luttrell,       Plan
                                   Administrator
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                       Profit Sharing Plan of Priority Healthcare Corporation and
                          Subsidiaries.
23                        Consent of PricewaterhouseCoopers LLP.
24                        Powers of Attorney (included on the Signature Page of the
                          Registration Statement).