As filed with the Securities and
Exchange Commission on July 8, 1999               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
                         (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           AMOUNT TO BE    PROPOSED MAXIMUM    PROPOSED MAXIMUM       AMOUNT OF
    SECURITIES          REGISTERED (1)   OFFERING PRICE     AGGREGATE OFFERING    REGISTRATION
TO BE REGISTERED                           PER SHARE (2)    OFFERING PRICE (2)       FEE

<S>                     <C>                <C>                <C>                  <C>
Class B Common Stock,   1,000,000          $36.875 (3)        $36,875,000 (3)      $10,251.25
$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 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 July 2, 1999,
   which was $36.875 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, 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 July 6, 1999.

                                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            July 6, 1999
    William E. Bindley

/S/ ROBERT L. MYERS              President, Chief Executive       July 6, 1999
    Robert L. Myers              Officer and Director
                                 (Principal Executive Officer)

/S/ DONALD J. PERFETTO           Vice President, Chief Financial   July 6, 1999
    Donald J. Perfetto           Officer, Treasurer and Director
                                 (Principal Financial and
                                 Accounting Officer)

/S/ MICHAEL D. MCCORMICK         Director                          July 6, 1999
    Michael D. McCormick

/S/ THOMAS J. SALENTINE          Director                          July 6, 1999
    Thomas J. Salentine

/S/ RICHARD W. ROBERSON          Director                          July 6, 1999
    Richard W. Roberson

/S/ REBECCA M. SHANAHAN          Director                          July 6, 1999
</TABLE>
<PAGE>
                             INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Exhibit DESCRIPTION
   NO.   OF EXHIBIT
<S>         <C>     <C>
4.1                 Restated Articles of Incorporation of the Registrant.
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 Annual Report on Form 10-K for the year ended
                    December 31, 1998 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.
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>
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{"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": "333-82481", "film-number": "99661014"}, "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 July 8, 1999               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
                         (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           AMOUNT TO BE    PROPOSED MAXIMUM    PROPOSED MAXIMUM       AMOUNT OF
    SECURITIES          REGISTERED (1)   OFFERING PRICE     AGGREGATE OFFERING    REGISTRATION
TO BE REGISTERED                           PER SHARE (2)    OFFERING PRICE (2)       FEE
Class B Common Stock,   1,000,000          $36.875 (3)        $36,875,000 (3)      $10,251.25
$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 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 July 2, 1999,
   which was $36.875 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, 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 July 6, 1999.

                                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            July 6, 1999
    William E. Bindley

/S/ ROBERT L. MYERS              President, Chief Executive       July 6, 1999
    Robert L. Myers              Officer and Director
                                 (Principal Executive Officer)

/S/ DONALD J. PERFETTO           Vice President, Chief Financial   July 6, 1999
    Donald J. Perfetto           Officer, Treasurer and Director
                                 (Principal Financial and
                                 Accounting Officer)

/S/ MICHAEL D. MCCORMICK         Director                          July 6, 1999
    Michael D. McCormick

/S/ THOMAS J. SALENTINE          Director                          July 6, 1999
    Thomas J. Salentine

/S/ RICHARD W. ROBERSON          Director                          July 6, 1999
    Richard W. Roberson

/S/ REBECCA M. SHANAHAN          Director                          July 6, 1999
INDEX TO EXHIBITS
Exhibit DESCRIPTION
   NO.   OF EXHIBIT
4.1                 Restated Articles of Incorporation of the Registrant.
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 Annual Report on Form 10-K for the year ended
                    December 31, 1998 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.
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).