<PAGE>   1
     As filed with the Securities and Exchange Commission on June 7, 1995
                                                            Registration No. 33-
================================================================================

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

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

                            ------------------------       

                        AMERISOURCE HEALTH CORPORATION
            (Exact name of registrant as specified in its charter)

               DELAWARE                                      23-2546940
    (State or other jurisdiction of                         (IRS Employer
     incorporation or organization)                     Identification Number)

                            ------------------------       
                                                        

                                                        
        300 Chester Field Parkway                               19355
          Malvern, Pennsylvania                              (Zip Code)
(Address of principal executive offices)                    

                         AMERISOURCE HEALTH CORPORATION
                             1995 STOCK OPTION PLAN

                                      and

                         AMERISOURCE HEALTH CORPORATION
                    NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the Plan)

                            ------------------------       

      TERESA T. CICCOTELLI, ESQ.                           Copy to:
     Legal Counsel and Secretary                   CRAIG L. GODSHALL, ESQ.
    AmeriSource Health Corporation                  Dechert Price & Rhoads
       300 Chester Field Parkway                   4000 Bell Atlantic Tower
     Malvern, Pennsylvania  19355                      1717 Arch Street
(Name and address of agent for service)       Philadelphia, Pennsylvania  19103
                                                        (215) 994-4000
            (610) 296-4480                 
(Telephone Number, including area code,    
         of agent for service)             

                 ============================================

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================================
    Title of Securities          Amount to be            Proposed maximum         Proposed maximum            Amount of
     to be Registered            Registered(1)          offering price per       aggregate offering        Registration Fee
                                                           security(2)                price(2)
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                        <C>                  <C>                        <C>
Class A Common Stock,              1,218,536                  $23.75               $28,940,230.00             $9,979.39
par value $.01 per share             Shares
============================================================================================================================
</TABLE>

(1)      Represents the number of shares of Class A Common Stock initially
         issuable upon exercise of the Options, including 1,168,536 shares
         pursuant to the 1995 Purchase Plan and 50,000 shares pursuant to the
         Non-Employee Director Stock Option Plan.  Also registered hereby are
         such additional indeterminate number of shares of Class A Common Stock
         or other securities as may become issuable upon exercise of purchase
         rights or otherwise by reason of adjustments pursuant to the
         anti-dilution provisions of the Plans.

(2)      Estimated solely for the purpose of computing the registration fee in
         accordance with paragraphs (c) and (h) of Rule 457 under the
         Securities Act of 1933 on the basis of the average of the high and low
         prices of $24-1/2 and $23 per share, respectively, reported on the
         NASDAQ National Market on June 2, 1995.


================================================================================
<PAGE>   2
PART I.          INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS.

ITEM 1.          PLAN INFORMATION.

         Information required by Part I to be contained in the Section 10(a)
Prospectus has been omitted from the Registration Statement in accordance with
the Introductory Note to Part I of Form S-8.

ITEM 2.          REGISTRANT INFORMATION AND EMPLOYER PLAN ANNUAL INFORMATION.

         Information required by Part I to be contained in the Section 10(a)
Prospectus has been omitted from the Registration Statement in accordance with
the Introductory 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 filed with the Securities and Exchange
Commission (the "Commission") by the registrant pursuant to Section 15(d) of
The Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated herein by reference:

         (a)     the Quarterly Reports on Form 10-Q for the quarters ended
                 December 31, 1994 and March 31, 1995 for AmeriSource Health
                 Corporation, formerly named AmeriSource Distribution
                 Corporation;

         (b)     the Annual Report on Form 10-K for the fiscal year ended
                 September 30, 1994 for AmeriSource Health Corporation,
                 formerly named AmeriSource Distribution Corporation;

         (c)     the definitive prospectus filed by the Registrant with the
                 Commission pursuant to Rule 424(b) on April 3, 1995
                 (Registration No. 33-57513); and

         (d)     the description of the Class A Common Stock of the Registrant
                 contained in the Registrant's Form 8-A (No. 000- 20485) filed
                 with the Commission on March 24, 1995.

         In addition, all documents subsequently filed by the registrant with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to the filing with the Commission of a post-effective amendment that
(i) indicates that all securities registered hereby have been sold or (ii)
effects the deregistration of the balance of such securities then remaining
unsold shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.

ITEM 4.          DESCRIPTION OF SECURITIES.

         Not Applicable.


                                     - 1 -
<PAGE>   3
ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of Class A Common Stock issued pursuant to
the Offering will be passed upon for the Company by Dechert Price & Rhoads,
Philadelphia, Pennsylvania.  Barton J. Winokur, a partner of Dechert Price &
Rhoads, which performs various legal services for the Company, is a director of
the Company and owns 19,750 shares of the Class A Common Stock of the Company.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Certificate of Incorporation, as amended (the "Charter")
provides that directors of the Company shall be entitled to all limitations on
the liability of directors available under the Delaware General Corporation Law
(the "DGCL").  Further, the Charter provides that a director shall not be
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions by the director not in good faith or which involve intentional
misconduct or a knowing violation of the law, (iii) acts described under
Section 174 of the DGCL relating to the declaration of dividends and purchase
or redemption of shares in violation of the DGCL or (iv) for any transaction
from which a director derived an improper personal benefit.  In addition,
Section 145 of the DGCL and Article IV of the Company's Bylaws under certain
circumstances, provide for the indemnification of the Company's officers and
directors against liabilities which they may incur in such capacities.

         In general, any officer or director of the Company shall be
indemnified by the Company against expenses including attorneys' fees,
judgments, fines and settlements actually and reasonably incurred by that
person in connection with a legal proceeding as a result of such relationship,
whether or not the indemnified liability arises from an action by or in the
right of the Company, if the officer or director acted in good faith, and in
the manner believed to be in or not opposed to the Company's best interest,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe the conduct was unlawful.  Such indemnity is limited to the extent
that (i) such person is not otherwise indemnified and (ii) such
indemnifications not prohibited by the DGCL or any other applicable law.

         Any indemnification under the previous paragraph (unless ordered by a
court) shall be made by the Company only as authorized in the specific case
upon the determination that indemnification of the director or officer is
proper in the circumstances because that person has met the applicable standard
of conduct set forth above.  Such determination shall be made (i) by the Board
of Directors by a majority vote of a quorum of disinterested directors who are
not parties to such action or (ii) if such quorum is not obtainable or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion.  To the extent that a director or officer of the
Company shall be successful in prosecuting an indemnity claim, the reasonable
expenses of any such person and the fees and expenses of any special legal
counsel engaged to determine the possibility of indemnification shall be borne
by the Company.

         Expenses incurred by a director or officer of the Company in defending
a civil or criminal action, suit or proceeding shall be paid by the Company in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or





                                     - 2 -
<PAGE>   4
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Company as authorized by the
Bylaws.

         The indemnification and advancement of expenses provided by, or
granted pursuant to Article IV of the Bylaws is not deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled, both as to action in that person's official capacity and as to
action in another capacity while holding such office.

         The Board of Directors has the power to authorize the Company to
purchase and maintain insurance on behalf of the Company and others to the
extent that power to do so has not been prohibited by the DGCL, create any fund
to secure any of its indemnification obligations and give other indemnification
to the extent permitted by law.  The obligations of the Company to indemnify a
director or officer under Article IV of the Bylaws is a contract between the
Company and such director or officer and no modification or repeal of the
Bylaws shall detrimentally affect such officer or director with regard to that
person's acts or omissions prior to such amendment or repeal.

         The Company has also purchased insurance for its directors and
officers for certain losses arising from claims or charges made against them in
their capacities as directors and officers of the Company.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.          EXHIBITS.

Exhibit
Number                    Description
- ------                    -----------

 4.1             Restated Certificate of Incorporation of Registrant.
 4.2             Bylaws of Registrant (incorporated by reference to Exhibit 3.2
                 to Registrant's Form  S-1 Registration Statement, Amendment
                 No. 1 (No. 33-44244)).
 4.3             Registrants 1995 Stock Option Plan (incorporated by reference
                 to Exhibit 10.16 to Registrant's Form S-2 Registration
                 Statement, Amendment No. 2 (No. 33-57513).
 4.4             Registrant's Non-Employee Director Stock Option Plan
                 (incorporated by reference to Exhibit 10.17 to Registrant's
                 Form S-2 Registration Statement, Amendment No. 2 (No.
                 33-57513)).
 4.5             Form of Certificate of Registrant's Class A Common Stock, $.01
                 par value per share (incorporated by reference to Exhibit 1 to
                 Registrant's Form 8-A (No. 000-20485), filed with the
                 Securities and Exchange Commission on March 24, 1995.
 5.1             Opinion and Consent of Dechert Price & Rhoads.
15               Not Applicable.
23.1             Consent of Ernst & Young LLP (contained on page 8).
23.2             Consent of Dechert Price & Rhoads (included in Exhibit 5.1).
24               Power of Attorney (set forth on the signature page to the
                 Registration Statement).
28               Not Applicable.
99               Not Applicable.





                                     - 3 -
<PAGE>   5
ITEM 9.          UNDERTAKINGS.

         (a)     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 (a)(1)(i)
and (a)(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 registrants 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 that time shall be deemed to be
the initial bona fide offering thereof.

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

         (b)     The undersigned registrants hereby undertake that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual reports 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.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the provisions described in Item 6
hereof, or otherwise, the registrant has been advised that in the opinion of
the 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





                                     - 4 -
<PAGE>   6
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of such 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, such 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.





                                     - 5 -
<PAGE>   7
                                   SIGNATURES

         The Registrant.  Pursuant to the requirements of the Securities Act,
each 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 Philadelphia, Commonwealth of Pennsylvania, on
June 7, 1995.


                                   AMERISOURCE HEALTH CORPORATION
                                   
                                   BY         /S/ KURT J. HILZINGER   
                                     -----------------------------------------
                                                  KURT J. HILZINGER
                                      VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                                                    AND TREASURER
                                        


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John F. McNamara, Kurt J. Hilzinger and
Teresa T. Ciccotelli, Esq. and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, in any and all capacities, to sign all amendments (including
post-effective amendments) to the Registration Statement in which this power of
attorney is attached, and to file all those amendments and exhibits to them and
other documents to be filed in connection with them, with the Securities and
Exchange Commission.


                 Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
         Signatures                                  Title                               Date
         ----------                                  -----                               ----
    <S>                                  <C>                                           <C>
    /s/ John F. McNamara                 Chairman of the Board                         June 7, 1995
- -----------------------------------      President and Chief                                       
        John F. McNamara                 Executive Officer            
                                         (Principal Executive Officer)
                                                                      
    /s/ Kurt J. Hilzinger                Vice President,                               June 7, 1995
- -----------------------------------      Chief Financial Officer                                   
         Kurt J. Hilzinger                   and Treasurer            
                                         (Principal Financial Officer)
                                                                      
    /s/ John A. Kurcik                   Vice President, Controller                    June 7, 1995
- -----------------------------------      and Assistant Treasurer                                   
        John A. Kurcik                   (Principal Accounting Officer)
</TABLE>                                 





                                     - 6 -
<PAGE>   8
<TABLE>
    <S>                                  <C>                                           <C>
                                         Director
- -----------------------------------              
        Bruce C. Bruckmann

    /s/ Michael Delaney                  Director                                      June 7, 1995
- -----------------------------------                                                                
        Michael Delaney

                                         Director
- -----------------------------------              
        Richard C. Gozon

    /s/ Lawrence C. Karlson              Director                                      June 7, 1995
- -----------------------------------                                                                
        Lawrence C. Karlson

    /s/ George H. Strong                 Director                                      June 7, 1995
- -----------------------------------                                                                
        George H. Strong

                                         Director
- -----------------------------------              
        James A. Urry

    /s/ Barton J. Winokur                Director                                      June 7, 1995
- -----------------------------------                                                                
        Barton J. Winokur
</TABLE>





                                     - 7 -
<PAGE>   9
               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

         We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-       ) for the registration of 1,218,536 shares of
Class A Common Stock of AmeriSource Health Corporation pertaining to the
AmeriSource Health Corporation 1995 Stock Option Plan and the AmeriSource
Health Corporation Non-Employee Director Stock Option Plan, of our report dated
November 2, 1994, with respect to the consolidated financial statements and
schedules of AmeriSource Health Corporation included in its Form 10-K for the
year ended September 30, 1994, filed with the Securities and Exchange
Commission.


                                                               ERNST & YOUNG LLP

Philadelphia, Pennsylvania
June 6, 1995





                                     - 8 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR AMERISOURCE NON-EMPLOYEE SOP", "secsgml_size_bytes": 23527}]
{"company-data": {"conformed-name": "AMERISOURCE DISTRIBUTION CORP", "cik": "0000855042", "assigned-sic": "5122", "irs-number": "232546940", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60051", "film-number": "95545600"}, "business-address": {"street1": "PO BOX 959", "city": "VALLEY FORGE", "state": "PA", "zip": "19482", "phone": "2152964480"}, "mail-address": {"street1": "P.O. BOX 959", "city": "VALLEY FORGE", "state": "PA", "zip": "19482"}, "former-company": [{"former-conformed-name": "ALCO HEALTH DISTRIBUTION CORP /DE/", "date-changed": "19920703"}, {"former-conformed-name": "AHSC HOLDINGS CORP", "date-changed": "19920325"}]}
1
     As filed with the Securities and Exchange Commission on June 7, 1995
                                                            Registration No. 33-
================================================================================

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

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

                            ------------------------       

                        AMERISOURCE HEALTH CORPORATION
            (Exact name of registrant as specified in its charter)

               DELAWARE                                      23-2546940
    (State or other jurisdiction of                         (IRS Employer
     incorporation or organization)                     Identification Number)

                            ------------------------       
                                                        

                                                        
        300 Chester Field Parkway                               19355
          Malvern, Pennsylvania                              (Zip Code)
(Address of principal executive offices)                    

                         AMERISOURCE HEALTH CORPORATION
                             1995 STOCK OPTION PLAN

                                      and

                         AMERISOURCE HEALTH CORPORATION
                    NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the Plan)

                            ------------------------       

      TERESA T. CICCOTELLI, ESQ.                           Copy to:
     Legal Counsel and Secretary                   CRAIG L. GODSHALL, ESQ.
    AmeriSource Health Corporation                  Dechert Price & Rhoads
       300 Chester Field Parkway                   4000 Bell Atlantic Tower
     Malvern, Pennsylvania  19355                      1717 Arch Street
(Name and address of agent for service)       Philadelphia, Pennsylvania  19103
                                                        (215) 994-4000
            (610) 296-4480                 
(Telephone Number, including area code,    
         of agent for service)             

                 ============================================

                        CALCULATION OF REGISTRATION FEE
============================================================================================================================
    Title of Securities          Amount to be            Proposed maximum         Proposed maximum            Amount of
     to be Registered            Registered(1)          offering price per       aggregate offering        Registration Fee
                                                           security(2)                price(2)
- ----------------------------------------------------------------------------------------------------------------------------
Class A Common Stock,              1,218,536                  $23.75               $28,940,230.00             $9,979.39
par value $.01 per share             Shares
============================================================================================================================
(1)      Represents the number of shares of Class A Common Stock initially
         issuable upon exercise of the Options, including 1,168,536 shares
         pursuant to the 1995 Purchase Plan and 50,000 shares pursuant to the
         Non-Employee Director Stock Option Plan.  Also registered hereby are
         such additional indeterminate number of shares of Class A Common Stock
         or other securities as may become issuable upon exercise of purchase
         rights or otherwise by reason of adjustments pursuant to the
         anti-dilution provisions of the Plans.

(2)      Estimated solely for the purpose of computing the registration fee in
         accordance with paragraphs (c) and (h) of Rule 457 under the
         Securities Act of 1933 on the basis of the average of the high and low
         prices of $24-1/2 and $23 per share, respectively, reported on the
         NASDAQ National Market on June 2, 1995.

================================================================================
2
PART I.          INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS.

ITEM 1.          PLAN INFORMATION.

         Information required by Part I to be contained in the Section 10(a)
Prospectus has been omitted from the Registration Statement in accordance with
the Introductory Note to Part I of Form S-8.

ITEM 2.          REGISTRANT INFORMATION AND EMPLOYER PLAN ANNUAL INFORMATION.

         Information required by Part I to be contained in the Section 10(a)
Prospectus has been omitted from the Registration Statement in accordance with
the Introductory 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 filed with the Securities and Exchange
Commission (the "Commission") by the registrant pursuant to Section 15(d) of
The Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated herein by reference:

         (a)     the Quarterly Reports on Form 10-Q for the quarters ended
                 December 31, 1994 and March 31, 1995 for AmeriSource Health
                 Corporation, formerly named AmeriSource Distribution
                 Corporation;

         (b)     the Annual Report on Form 10-K for the fiscal year ended
                 September 30, 1994 for AmeriSource Health Corporation,
                 formerly named AmeriSource Distribution Corporation;

         (c)     the definitive prospectus filed by the Registrant with the
                 Commission pursuant to Rule 424(b) on April 3, 1995
                 (Registration No. 33-57513); and

         (d)     the description of the Class A Common Stock of the Registrant
                 contained in the Registrant's Form 8-A (No. 000- 20485) filed
                 with the Commission on March 24, 1995.

         In addition, all documents subsequently filed by the registrant with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to the filing with the Commission of a post-effective amendment that
(i) indicates that all securities registered hereby have been sold or (ii)
effects the deregistration of the balance of such securities then remaining
unsold shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.

ITEM 4.          DESCRIPTION OF SECURITIES.

         Not Applicable.

                                     - 1 -
3
ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of Class A Common Stock issued pursuant to
the Offering will be passed upon for the Company by Dechert Price & Rhoads,
Philadelphia, Pennsylvania.  Barton J. Winokur, a partner of Dechert Price &
Rhoads, which performs various legal services for the Company, is a director of
the Company and owns 19,750 shares of the Class A Common Stock of the Company.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Certificate of Incorporation, as amended (the "Charter")
provides that directors of the Company shall be entitled to all limitations on
the liability of directors available under the Delaware General Corporation Law
(the "DGCL").  Further, the Charter provides that a director shall not be
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions by the director not in good faith or which involve intentional
misconduct or a knowing violation of the law, (iii) acts described under
Section 174 of the DGCL relating to the declaration of dividends and purchase
or redemption of shares in violation of the DGCL or (iv) for any transaction
from which a director derived an improper personal benefit.  In addition,
Section 145 of the DGCL and Article IV of the Company's Bylaws under certain
circumstances, provide for the indemnification of the Company's officers and
directors against liabilities which they may incur in such capacities.

         In general, any officer or director of the Company shall be
indemnified by the Company against expenses including attorneys' fees,
judgments, fines and settlements actually and reasonably incurred by that
person in connection with a legal proceeding as a result of such relationship,
whether or not the indemnified liability arises from an action by or in the
right of the Company, if the officer or director acted in good faith, and in
the manner believed to be in or not opposed to the Company's best interest,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe the conduct was unlawful.  Such indemnity is limited to the extent
that (i) such person is not otherwise indemnified and (ii) such
indemnifications not prohibited by the DGCL or any other applicable law.

         Any indemnification under the previous paragraph (unless ordered by a
court) shall be made by the Company only as authorized in the specific case
upon the determination that indemnification of the director or officer is
proper in the circumstances because that person has met the applicable standard
of conduct set forth above.  Such determination shall be made (i) by the Board
of Directors by a majority vote of a quorum of disinterested directors who are
not parties to such action or (ii) if such quorum is not obtainable or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion.  To the extent that a director or officer of the
Company shall be successful in prosecuting an indemnity claim, the reasonable
expenses of any such person and the fees and expenses of any special legal
counsel engaged to determine the possibility of indemnification shall be borne
by the Company.

         Expenses incurred by a director or officer of the Company in defending
a civil or criminal action, suit or proceeding shall be paid by the Company in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or

                                     - 2 -
4
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Company as authorized by the
Bylaws.

         The indemnification and advancement of expenses provided by, or
granted pursuant to Article IV of the Bylaws is not deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled, both as to action in that person's official capacity and as to
action in another capacity while holding such office.

         The Board of Directors has the power to authorize the Company to
purchase and maintain insurance on behalf of the Company and others to the
extent that power to do so has not been prohibited by the DGCL, create any fund
to secure any of its indemnification obligations and give other indemnification
to the extent permitted by law.  The obligations of the Company to indemnify a
director or officer under Article IV of the Bylaws is a contract between the
Company and such director or officer and no modification or repeal of the
Bylaws shall detrimentally affect such officer or director with regard to that
person's acts or omissions prior to such amendment or repeal.

         The Company has also purchased insurance for its directors and
officers for certain losses arising from claims or charges made against them in
their capacities as directors and officers of the Company.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.          EXHIBITS.

Exhibit
Number                    Description
- ------                    -----------

 4.1             Restated Certificate of Incorporation of Registrant.
 4.2             Bylaws of Registrant (incorporated by reference to Exhibit 3.2
                 to Registrant's Form  S-1 Registration Statement, Amendment
                 No. 1 (No. 33-44244)).
 4.3             Registrants 1995 Stock Option Plan (incorporated by reference
                 to Exhibit 10.16 to Registrant's Form S-2 Registration
                 Statement, Amendment No. 2 (No. 33-57513).
 4.4             Registrant's Non-Employee Director Stock Option Plan
                 (incorporated by reference to Exhibit 10.17 to Registrant's
                 Form S-2 Registration Statement, Amendment No. 2 (No.
                 33-57513)).
 4.5             Form of Certificate of Registrant's Class A Common Stock, $.01
                 par value per share (incorporated by reference to Exhibit 1 to
                 Registrant's Form 8-A (No. 000-20485), filed with the
                 Securities and Exchange Commission on March 24, 1995.
 5.1             Opinion and Consent of Dechert Price & Rhoads.
15               Not Applicable.
23.1             Consent of Ernst & Young LLP (contained on page 8).
23.2             Consent of Dechert Price & Rhoads (included in Exhibit 5.1).
24               Power of Attorney (set forth on the signature page to the
                 Registration Statement).
28               Not Applicable.
99               Not Applicable.

                                     - 3 -
5
ITEM 9.          UNDERTAKINGS.

         (a)     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 (a)(1)(i)
and (a)(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 registrants 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 that time shall be deemed to be
the initial bona fide offering thereof.

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

         (b)     The undersigned registrants hereby undertake that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual reports 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.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the provisions described in Item 6
hereof, or otherwise, the registrant has been advised that in the opinion of
the 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

                                     - 4 -
6
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of such 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, such 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.

                                     - 5 -
7
                                   SIGNATURES

         The Registrant.  Pursuant to the requirements of the Securities Act,
each 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 Philadelphia, Commonwealth of Pennsylvania, on
June 7, 1995.

                                   AMERISOURCE HEALTH CORPORATION
                                   
                                   BY         /S/ KURT J. HILZINGER   
                                     -----------------------------------------
                                                  KURT J. HILZINGER
                                      VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                                                    AND TREASURER
                                        

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John F. McNamara, Kurt J. Hilzinger and
Teresa T. Ciccotelli, Esq. and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, in any and all capacities, to sign all amendments (including
post-effective amendments) to the Registration Statement in which this power of
attorney is attached, and to file all those amendments and exhibits to them and
other documents to be filed in connection with them, with the Securities and
Exchange Commission.

                 Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures                                  Title                               Date
         ----------                                  -----                               ----
/s/ John F. McNamara                 Chairman of the Board                         June 7, 1995
- -----------------------------------      President and Chief                                       
        John F. McNamara                 Executive Officer            
                                         (Principal Executive Officer)
                                                                      
    /s/ Kurt J. Hilzinger                Vice President,                               June 7, 1995
- -----------------------------------      Chief Financial Officer                                   
         Kurt J. Hilzinger                   and Treasurer            
                                         (Principal Financial Officer)
                                                                      
    /s/ John A. Kurcik                   Vice President, Controller                    June 7, 1995
- -----------------------------------      and Assistant Treasurer                                   
        John A. Kurcik                   (Principal Accounting Officer)
- 6 -
8
Director
- -----------------------------------              
        Bruce C. Bruckmann

    /s/ Michael Delaney                  Director                                      June 7, 1995
- -----------------------------------                                                                
        Michael Delaney

                                         Director
- -----------------------------------              
        Richard C. Gozon

    /s/ Lawrence C. Karlson              Director                                      June 7, 1995
- -----------------------------------                                                                
        Lawrence C. Karlson

    /s/ George H. Strong                 Director                                      June 7, 1995
- -----------------------------------                                                                
        George H. Strong

                                         Director
- -----------------------------------              
        James A. Urry

    /s/ Barton J. Winokur                Director                                      June 7, 1995
- -----------------------------------                                                                
        Barton J. Winokur
- 7 -
9
               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

         We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-       ) for the registration of 1,218,536 shares of
Class A Common Stock of AmeriSource Health Corporation pertaining to the
AmeriSource Health Corporation 1995 Stock Option Plan and the AmeriSource
Health Corporation Non-Employee Director Stock Option Plan, of our report dated
November 2, 1994, with respect to the consolidated financial statements and
schedules of AmeriSource Health Corporation included in its Form 10-K for the
year ended September 30, 1994, filed with the Securities and Exchange
Commission.

                                                               ERNST & YOUNG LLP

Philadelphia, Pennsylvania
June 6, 1995

                                     - 8 -