As filed with the Securities and Exchange Commission on March 25, 1996

                                                      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 issuer as specified in its charter)

           Delaware                                      23-2546940
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation of organization)

                            300 Chester Field Parkway
                                Malvern, PA 19355
                                 (610) 296-4480

                    (Address of principal executive offices)

                AMERISOURCE CORPORATION EMPLOYEE INVESTMENT PLAN
                            (Full title of the plan)

                          TERESA T. CICCOTELLI, ESQUIRE
                            300 Chester Field Parkway
                                Malvern, PA 19355

                     (Name and address of agent for service)

                                 (610) 296-4480
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             JAMES W. McKENZIE, JR.
                           Morgan, Lewis & Bockius LLP
                              2000 One Logan Square
                           Philadelphia, PA 19103-6993
                                 (215) 963-4852


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

===================================================================================================================================
      Title of securities            Number of           Proposed maximum        Proposed maximum     
             to be                 shares to be           offering price             aggregate                 Amount of
          registered              registered (1)           per share (2)        offering price (2)        registration fee (3)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                    <C>                    <C>                       <C>    

Class A Common Stock,                1,000,000               $31.625                $31,625,000                 $10,906
par value $.01 per share
===================================================================================================================================
</TABLE>

(1)      This registration statement covers shares of Class A Common Stock of
         AmeriSource Health Corporation which may be offered or sold pursuant to
         the AmeriSource Corporation Employee Investment Plan. In addition,
         pursuant to Rule 416(c) under the Securities Act of 1933, 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), no separate registration fee is
         required with respect to the interests in the plan. This registration
         statement also relates to an indeterminate number of shares of Common
         Stock that may be issued upon stock splits, stock dividends or similar
         transactions in accordance with Rule 416.

(2)      Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
         purpose of calculating the registration fee, based upon the average of
         the reported high and low sales prices for a share of Class A Common
         Stock on March 18, 1996, as reported on the Nasdaq National Market.

(3)      Calculated pursuant to Section 6(b) as follows: proposed maximum
         aggregate offering price per 2900.

================================================================================
<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents, as filed by AmeriSource Health Corporation (the
"Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement and made a part hereof:

         (a) The Company's latest annual report, filed pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
         Exchange Act since the end of the fiscal year covered by the annual
         report referred to in (a) above.

         (c) The description of the Class A Common Stock of the Company
         contained in a registration statement filed under the Exchange Act,
         including any amendment or report filed for the purpose of updating
         such description.

All reports and other documents subsequently filed by the Company or the
AmeriSource Corporation Employee Investment Plan (the "Plan") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of 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 then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents. Any statement contained in any document, all
or a portion of which is incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained or incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

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.


 
                                      II-1

<PAGE>



         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 officer to repay such
amount if it shall ultimately be determined that 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.

         The following is a list of exhibits filed as part of this Registration
Statement.


 
                                      II-2

<PAGE>



Exhibit
Number                              Exhibit

  5.1             Opinion of Morgan, Lewis & Bockius LLP.
  5.2             Internal Revenue Service Determination Letter received from
                  the Internal Revenue Service on February 16, 1995. The
                  Registrant undertakes that it will cause to be submitted any
                  amendments thereto to the Internal Revenue Service (the "IRS")
                  in a timely manner and has made or will make all changes
                  required by the IRS in order to qualify the Plan.
 23.1             Consent of Ernst & Young LLP.
 23.2             Consent of Morgan, Lewis & Bockius LLP (included
                  within Exhibit 5.1).



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; and

                           (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) of
this section 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 Company 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 a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of the Plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this 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.


 
                                      II-3

<PAGE>



         (c) 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.



 
                                      II-4

<PAGE>




                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant 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 Valley Forge, Commonwealth of Pennsylvania on
March 25, 1996.

                         AMERISOURCE HEALTH CORPORATION



                                    By:      /s/Kurt J. Hilzinger
                                             -----------------------------
                                             Kurt J. Hilzinger
                                             Vice President, Chief Financial
                                             Officer and Treasurer


         The Plan. Pursuant to the requirements of the Securities Act of 1933,
the AmeriSource Corporation Benefits Committee has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Valley Forge, Commonwealth of Pennsylvania, on March
25, 1996.

                                    AMERISOURCE CORPORATION
                                    EMPLOYEE INVESTMENT PLAN

                                    By:      AMERISOURCE CORPORATION
                                             BENEFITS COMMITTEE


                                    By:      /s/John A. Aberant
                                             ----------------------------------
                                             Chairman of the Benefits Committee



 
                                       S-1

<PAGE>






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

<TABLE>
<CAPTION>

               Signature                             Title                                   Date

<S>                                                  <C>                                     <C>

/s/John F. McNamara                                  Chairman of the Board, President        March 25, 1996
---------------------                                and Chief Executive Officer
John F. McNamara                                     (Principal Executive Officer)
                     


---------------------                                Director                                March __, 1996
Bruce C. Bruckmann


/s/ Michael A. Delaney
---------------------                                Director                                March 25, 1996
Michael A. Delaney

/s/ Richard C. Gozon
---------------------                                Director                                March 25, 1996
Richard C. Gozon

/s/ Lawrence C. Karlson
-----------------------                              Director                                March 25, 1996
Lawrence C. Karlson

/s/ George Strong
---------------------                                Director                                March 25, 1996
George Strong

/s/ James A. Urry
---------------------                                Director                                March 25, 1996
James A. Urry


---------------------                                Director                                March __, 1996
Barton J. Winokur


/s/Kurt J. Hilzinger                                 Vice President, Chief                   March 25, 1996
---------------------                                Financial Officer and
Kurt J. Hilzinger                                    Treasurer (Principal Financial
                                                     and Accounting Officer)

</TABLE>



 
                                       S-2

<PAGE>



                         AMERISOURCE HEALTH CORPORATION

                                INDEX TO EXHIBITS


    Exhibit Number        Document
    --------------        --------


          5.1             Opinion of Morgan, Lewis & Bockius LLP.

          5.2             Internal Revenue Service Determination Letter received
                          from the Internal Revenue Service on February 16,
                          1995.

         23.1             Consent of Ernst & Young LLP.
[{"type": "S-8", "sequence": "1", "description": "INITIAL STATEMENT", "secsgml_size_bytes": 20389}]
{"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": "333-01951", "film-number": "96538152"}, "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"}]}
As filed with the Securities and Exchange Commission on March 25, 1996

                                                      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 issuer as specified in its charter)

           Delaware                                      23-2546940
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation of organization)

                            300 Chester Field Parkway
                                Malvern, PA 19355
                                 (610) 296-4480

                    (Address of principal executive offices)

                AMERISOURCE CORPORATION EMPLOYEE INVESTMENT PLAN
                            (Full title of the plan)

                          TERESA T. CICCOTELLI, ESQUIRE
                            300 Chester Field Parkway
                                Malvern, PA 19355

                     (Name and address of agent for service)

                                 (610) 296-4480
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             JAMES W. McKENZIE, JR.
                           Morgan, Lewis & Bockius LLP
                              2000 One Logan Square
                           Philadelphia, PA 19103-6993
                                 (215) 963-4852

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
      Title of securities            Number of           Proposed maximum        Proposed maximum     
             to be                 shares to be           offering price             aggregate                 Amount of
          registered              registered (1)           per share (2)        offering price (2)        registration fee (3)
-----------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock,                1,000,000               $31.625                $31,625,000                 $10,906
par value $.01 per share
===================================================================================================================================
(1)      This registration statement covers shares of Class A Common Stock of
         AmeriSource Health Corporation which may be offered or sold pursuant to
         the AmeriSource Corporation Employee Investment Plan. In addition,
         pursuant to Rule 416(c) under the Securities Act of 1933, 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), no separate registration fee is
         required with respect to the interests in the plan. This registration
         statement also relates to an indeterminate number of shares of Common
         Stock that may be issued upon stock splits, stock dividends or similar
         transactions in accordance with Rule 416.

(2)      Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
         purpose of calculating the registration fee, based upon the average of
         the reported high and low sales prices for a share of Class A Common
         Stock on March 18, 1996, as reported on the Nasdaq National Market.

(3)      Calculated pursuant to Section 6(b) as follows: proposed maximum
         aggregate offering price per 2900.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents, as filed by AmeriSource Health Corporation (the
"Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement and made a part hereof:

         (a) The Company's latest annual report, filed pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
         Exchange Act since the end of the fiscal year covered by the annual
         report referred to in (a) above.

         (c) The description of the Class A Common Stock of the Company
         contained in a registration statement filed under the Exchange Act,
         including any amendment or report filed for the purpose of updating
         such description.

All reports and other documents subsequently filed by the Company or the
AmeriSource Corporation Employee Investment Plan (the "Plan") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of 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 then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents. Any statement contained in any document, all
or a portion of which is incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained or incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

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.

 
                                      II-1
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 officer to repay such
amount if it shall ultimately be determined that 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.

         The following is a list of exhibits filed as part of this Registration
Statement.

 
                                      II-2
Exhibit
Number                              Exhibit

  5.1             Opinion of Morgan, Lewis & Bockius LLP.
  5.2             Internal Revenue Service Determination Letter received from
                  the Internal Revenue Service on February 16, 1995. The
                  Registrant undertakes that it will cause to be submitted any
                  amendments thereto to the Internal Revenue Service (the "IRS")
                  in a timely manner and has made or will make all changes
                  required by the IRS in order to qualify the Plan.
 23.1             Consent of Ernst & Young LLP.
 23.2             Consent of Morgan, Lewis & Bockius LLP (included
                  within Exhibit 5.1).

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; and

                           (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) of
this section 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 Company 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 a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of the Plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this 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.

 
                                      II-3
(c) 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.

 
                                      II-4
SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant 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 Valley Forge, Commonwealth of Pennsylvania on
March 25, 1996.

                         AMERISOURCE HEALTH CORPORATION

                                    By:      /s/Kurt J. Hilzinger
                                             -----------------------------
                                             Kurt J. Hilzinger
                                             Vice President, Chief Financial
                                             Officer and Treasurer

         The Plan. Pursuant to the requirements of the Securities Act of 1933,
the AmeriSource Corporation Benefits Committee has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Valley Forge, Commonwealth of Pennsylvania, on March
25, 1996.

                                    AMERISOURCE CORPORATION
                                    EMPLOYEE INVESTMENT PLAN

                                    By:      AMERISOURCE CORPORATION
                                             BENEFITS COMMITTEE

                                    By:      /s/John A. Aberant
                                             ----------------------------------
                                             Chairman of the Benefits Committee

 
                                       S-1
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                             Title                                   Date
/s/John F. McNamara                                  Chairman of the Board, President        March 25, 1996
---------------------                                and Chief Executive Officer
John F. McNamara                                     (Principal Executive Officer)
                     

---------------------                                Director                                March __, 1996
Bruce C. Bruckmann

/s/ Michael A. Delaney
---------------------                                Director                                March 25, 1996
Michael A. Delaney

/s/ Richard C. Gozon
---------------------                                Director                                March 25, 1996
Richard C. Gozon

/s/ Lawrence C. Karlson
-----------------------                              Director                                March 25, 1996
Lawrence C. Karlson

/s/ George Strong
---------------------                                Director                                March 25, 1996
George Strong

/s/ James A. Urry
---------------------                                Director                                March 25, 1996
James A. Urry

---------------------                                Director                                March __, 1996
Barton J. Winokur

/s/Kurt J. Hilzinger                                 Vice President, Chief                   March 25, 1996
---------------------                                Financial Officer and
Kurt J. Hilzinger                                    Treasurer (Principal Financial
                                                     and Accounting Officer)
S-2
AMERISOURCE HEALTH CORPORATION

                                INDEX TO EXHIBITS

    Exhibit Number        Document
    --------------        --------

          5.1             Opinion of Morgan, Lewis & Bockius LLP.

          5.2             Internal Revenue Service Determination Letter received
                          from the Internal Revenue Service on February 16,
                          1995.

         23.1             Consent of Ernst & Young LLP.