As filed with the Securities and
Exchange Commission on September 12, 2001        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.)

   250 TECHNOLOGY PARK, SUITE 124                   32746
         LAKE MARY, FLORIDA                      (Zip Code)
(Address of Principal Executive Offices)

                      PRIORITY HEALTHCARE CORPORATION
                   1997 STOCK OPTION AND INCENTIVE PLAN
                         (Full title of the plan)

                              ROBERT L. MYERS
                 VICE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                      250 TECHNOLOGY PARK, SUITE 124
                         LAKE MARY, FLORIDA 32746
                  (Name and address of agent for service)

                              (407) 804-6700
       (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>
                                      PROPOSED     PROPOSED
TITLE OF                              MAXIMUM      MAXIMUM
SECURITIES          AMOUNT            OFFERING     AGGREGATE         AMOUNT OF
TO BE               TO BE             PRICE PER    OFFERING          REGISTRATION
REGISTERED          REGISTERED (1)    SHARE (2)    PRICE (2)         FEE

<S>                 <C>               <C>          <C>               <C>
Class B
Common Stock,
$0.01 par value     1,567,106         $26.30 (3)   $41,214,887 (3)   $10,303.72 (3)
</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 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 September 6,
   2001, which was $26.30 per share.

<PAGE>
The Registrant's  Registration Statement on Form S-8 (Registration No. 333-
61479) is incorporated herein by reference.
<PAGE>
                                SIGNATURES

     Pursuant to the  requirements  of  the  Securities  Act  of  1933, 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 Lake Mary,  State  of Florida, on
September 11, 2001.

                                PRIORITY HEALTHCARE CORPORATION

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


                             POWER OF ATTORNEY

     Pursuant  to  the  requirements of the Securities Act  of  1933,  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          September 11, 2001
William E. Bindley

/S/ ROBERT L. MYERS            Vice Chairman, Chief           September 11, 2001
Robert L. Myers                Executive Officer and
                               Director (Principal
                               Executive Officer)             September 11, 2001

/S/ DONALD J. PERFETTO         Executive Vice President,
Donald J. Perfetto             Chief Financial Officer,
                               Treasurer and Director
                               (Principal Financial and
                               Accounting Officer)            September 11, 2001

/S/ STEVEN D. COSLER           Director                       September 11, 2001
Steven D. Cosler

/S/ MICHAEL D. MCCORMICK       Director                       September 11, 2001
Michael D. McCormick

/S/ THOMAS J. SALENTINE        Director                       September 11, 2001
Thomas J. Salentine

/S/ RICHARD W. ROBERSON        Director                       September 11, 2001
Richard W. Roberson

/S/ REBECCA M. SHANAHAN        Director                       September 11, 2001
Rebecca M. Shanahan
</TABLE>
<PAGE>
                             INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit                           DESCRIPTION OF EXHIBIT
No.
<S>      <C>   <C>

4.1      (i)   Restated Articles of Incorporation of the Registrant.  (The
               copy of this Exhibit filed as Exhibit 4.1 to the Company's
               Registration Statement on Form S-8 (Registration
               No. 333-82481) is incorporated herein by reference.)

         (ii)  Articles of Amendment to the Restated Articles of
               Incorporation of the Registrant.  (The copy of this exhibit
               filed as Exhibit 3-A(ii) to the Company's Quarterly Report on
               Form 10-Q for the quarter ended July 1, 2000, 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 Current
               Report on Form 8-K, as filed with the Securities and Exchange
               Commission on April 26, 2000, is incorporated herein by
               reference.)

4.3       (i)  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.)

         (ii)  First Amendment to the Priority Healthcare Corporation 1997
               Stock Option and Incentive Plan.  (The copy of this Exhibit
               filed as Exhibit 10-C(ii) to the Company's Quarterly Report
               on Form 10-Q for the quarter ended September 30, 1998, is
               incorporated herein by reference.)

        (iii)  Second Amendment to the Priority Healthcare Corporation 1997
               Stock Option and Incentive Plan.  (The copy of this Exhibit
               filed as Exhibit 4.3(iii) to the Company's Registration
               Statement on Form S-8 (Registration No. 333-82481) is
               incorporated herein by reference.)

         (iv)  Third Amendment to the Priority Healthcare Corporation 1997
               Stock Option and Incentive Plan.  (The copy of this Exhibit
               filed as Exhibit 10-C(iv) to the Company's Quarterly Report
               on Form 10-Q for the quarter ended June 30, 2001, is
               incorporated herein by reference.)

5              Opinion of Baker & Daniels, counsel for Registrant, as to the
               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", "filename": "s8.txt", "secsgml_size_bytes": 9655}]
{"company-data": {"conformed-name": "PRIORITY HEALTHCARE CORP", "cik": "0001037975", "assigned-sic": "5122", "irs-number": "351927379", "state-of-incorporation": "IN", "fiscal-year-end": "1230"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69280", "film-number": "1735701"}, "business-address": {"street1": "285 W CENTRAL PARKWAY", "street2": "STE 1719", "city": "ALTAMONTE SPRINGS", "state": "FL", "zip": "32714", "phone": "3172989890"}}
As filed with the Securities and
Exchange Commission on September 12, 2001        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.)

   250 TECHNOLOGY PARK, SUITE 124                   32746
         LAKE MARY, FLORIDA                      (Zip Code)
(Address of Principal Executive Offices)

                      PRIORITY HEALTHCARE CORPORATION
                   1997 STOCK OPTION AND INCENTIVE PLAN
                         (Full title of the plan)

                              ROBERT L. MYERS
                 VICE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                      250 TECHNOLOGY PARK, SUITE 124
                         LAKE MARY, FLORIDA 32746
                  (Name and address of agent for service)

                              (407) 804-6700
       (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
PROPOSED     PROPOSED
TITLE OF                              MAXIMUM      MAXIMUM
SECURITIES          AMOUNT            OFFERING     AGGREGATE         AMOUNT OF
TO BE               TO BE             PRICE PER    OFFERING          REGISTRATION
REGISTERED          REGISTERED (1)    SHARE (2)    PRICE (2)         FEE
Class B
Common Stock,
$0.01 par value     1,567,106         $26.30 (3)   $41,214,887 (3)   $10,303.72 (3)
(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 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 September 6,
   2001, which was $26.30 per share.
The Registrant's  Registration Statement on Form S-8 (Registration No. 333-
61479) is incorporated herein by reference.
SIGNATURES

     Pursuant to the  requirements  of  the  Securities  Act  of  1933, 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 Lake Mary,  State  of Florida, on
September 11, 2001.

                                PRIORITY HEALTHCARE CORPORATION

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

                             POWER OF ATTORNEY

     Pursuant  to  the  requirements of the Securities Act  of  1933,  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          September 11, 2001
William E. Bindley

/S/ ROBERT L. MYERS            Vice Chairman, Chief           September 11, 2001
Robert L. Myers                Executive Officer and
                               Director (Principal
                               Executive Officer)             September 11, 2001

/S/ DONALD J. PERFETTO         Executive Vice President,
Donald J. Perfetto             Chief Financial Officer,
                               Treasurer and Director
                               (Principal Financial and
                               Accounting Officer)            September 11, 2001

/S/ STEVEN D. COSLER           Director                       September 11, 2001
Steven D. Cosler

/S/ MICHAEL D. MCCORMICK       Director                       September 11, 2001
Michael D. McCormick

/S/ THOMAS J. SALENTINE        Director                       September 11, 2001
Thomas J. Salentine

/S/ RICHARD W. ROBERSON        Director                       September 11, 2001
Richard W. Roberson

/S/ REBECCA M. SHANAHAN        Director                       September 11, 2001
Rebecca M. Shanahan
INDEX TO EXHIBITS
Exhibit                           DESCRIPTION OF EXHIBIT
No.
4.1      (i)   Restated Articles of Incorporation of the Registrant.  (The
               copy of this Exhibit filed as Exhibit 4.1 to the Company's
               Registration Statement on Form S-8 (Registration
               No. 333-82481) is incorporated herein by reference.)

         (ii)  Articles of Amendment to the Restated Articles of
               Incorporation of the Registrant.  (The copy of this exhibit
               filed as Exhibit 3-A(ii) to the Company's Quarterly Report on
               Form 10-Q for the quarter ended July 1, 2000, 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 Current
               Report on Form 8-K, as filed with the Securities and Exchange
               Commission on April 26, 2000, is incorporated herein by
               reference.)

4.3       (i)  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.)

         (ii)  First Amendment to the Priority Healthcare Corporation 1997
               Stock Option and Incentive Plan.  (The copy of this Exhibit
               filed as Exhibit 10-C(ii) to the Company's Quarterly Report
               on Form 10-Q for the quarter ended September 30, 1998, is
               incorporated herein by reference.)

        (iii)  Second Amendment to the Priority Healthcare Corporation 1997
               Stock Option and Incentive Plan.  (The copy of this Exhibit
               filed as Exhibit 4.3(iii) to the Company's Registration
               Statement on Form S-8 (Registration No. 333-82481) is
               incorporated herein by reference.)

         (iv)  Third Amendment to the Priority Healthcare Corporation 1997
               Stock Option and Incentive Plan.  (The copy of this Exhibit
               filed as Exhibit 10-C(iv) to the Company's Quarterly Report
               on Form 10-Q for the quarter ended June 30, 2001, is
               incorporated herein by reference.)

5              Opinion of Baker & Daniels, counsel for Registrant, as to the
               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).