As filed with the Securities and Exchange Commission on
August 1, 1997


                                                Registration No. 333-


                                        

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

                                       FORM S-8

                                REGISTRATION STATEMENT

                                         UNDER

                              THE SECURITIES ACT OF 1933


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


Delaware                                              94-3207296
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)


One Post Street
San Francisco, California                             94104
(Address of Principal Executive Offices)              (Zip Code)


                        McKesson Corporation 1994 Stock Option
                               and Restricted Stock Plan
                                 (Full Title of Plan)


Nancy A. Miller                                       Ivan D. Meyerson
Vice President and                                    Vice President and
Corporate Secretary                                   General Counsel
One Post Street                                       One Post Street
San Francisco, CA 94104                               San Francisco, CA 94104
(Name and address of agents for service)

                                    (415) 983-8300
(Telephone number, including area code, of agents for service)



The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.

                    CALCULATION OF REGISTRATION FEE


                               Proposed         Proposed
Title of                  Maximum               Maximum
Securities     Amount to  Offering              Aggregate         Amount of
to be          be Regis-  Price                 Offering          Registra-
Registered     tered      Per Share(1)          Price(1)          tion Fee
----------------------------------------------------------------
Common Stock
par value $.01
per share         750,000     $84.75            $63,562,500       $19,261.36

Rights to
purchase
Preferred
Stock (2)         750,000     N/A               N/A               N/A

Total 
Registration
Fee               N/A         N/A               N/A               $19,261.36


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

(1)   In accordance with Rule 457, calculated on the basis of the
      average of the high and low prices of the Company's Common
      Stock as reported on the New York Stock Exchange on
      July 28, 1997.

(2)   Associated with the Common Stock are Rights to purchase
      Series A Preferred Stock that will not be exercisable or
      evidenced separately from the Common Stock prior to the
      occurrence of certain events.

-----------
















INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8


General Instruction E Information

      This Registration Statement is being filed for the purpose
of increasing the number of securities of the same class as other
securities for which Registration Statements of the Registrant on
Form S-8 relating to the same employee benefit plans are
effective.

      The Registrant's Form S-8 Registration Statements filed with
the Securities and Exchange Commission on November 21, 1994 (File
No. 33-86536), and February 18, 1997 (File No. 333-21931), are
hereby incorporated by reference.

Incorporation of Certain Documents by Reference.

      The following documents previously filed or to be filed by
the Registrant with the Securities and Exchange Commission are
hereby incorporated by reference in this Registration Statement:

      (a)   Annual Report on Form 10-K for the fiscal year ended
March 31, 1997.

      (b)   Current Reports on Form 8-K dated November 22, 1996 (as
amended by Amendment No. 1 on Form 8-K/A, filed on January 21,
1997 as further amended by Amendment No. 2 on Form 8-K/A, filed
on April 28, 1997), April 7, 1997, June 13, 1997 and June 24,
1997.

      (c)   The description of Registrant's common stock contained
in the Registrant's Registration Statement on Form 10 (File No.
1-13252) and the Rights Agreement dated as of September 14, 1994
between the Registrant and First Chicago Trust Company of New
York, as Rights Agent, filed as Exhibit 4.1 to Amendment No. 3 to
the Registrant's Registration Statement on Form 10.

      All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date
of filing of such documents until a post-effective amendment of
this Registration Statement is filed which indicates that all
securities being offered hereby have been sold or which
deregisters all securities then remaining unsold.





                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of San Francisco, State of California, on the 1st day of
August 1997.

                                   McKESSON CORPORATION
                                          (Registrant)




                                   By:  Nancy A. Miller
                                   Vice President and Secretary




     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on the 1st day of August,
1997.


Signature                     Title 
---------                     ----- 


*
-----------------
Mark A. Pulido                President,
                              Chief Executive Officer and Director
                              (Principal Executive Officer)


*
-----------------
Alan J. Seelenfreund          Chairman of the Board and Director


*
-----------------
Richard H. Hawkins            Vice President and
                              Chief Financial Officer
                              (Principal Financial Officer)




*
-----------------
Heidi E. Yodowitz             Controller
                              (Principal Accounting Officer)


*
-----------------
Mary G.F. Bitterman           Director
                    


*
-----------------
Tully M. Friedman             Director


*
-----------------
David S. Pottruck             Director


*
----------------
John M. Pietruski             Director


*
----------------
Carl E. Reichardt             Director


*
----------------
Jane E. Shaw                  Director


*
----------------
Robert H. Waterman, Jr.       Director



*By: Nancy A. Miller
      ---------------
     (Attorney-in-Fact)


<PAGE>
                               INDEX TO EXHIBITS



Exhibit
 No.                    Description
----------------------------------------------------------------

 4.1        Rights Agreement dated as of September 14,
            1994 between the Registrant and First
            Chicago Trust Company of New York, as Rights
            Agent, filed as Exhibit 4.1 to Amendment No. 3
            to the Registrant's Registration Statement
            on Form 10 and incorporated herein by
            reference.

 5.1        Opinion of Ivan D. Meyerson, Vice President
            and General Counsel of the Registrant regarding
            the legality of the securities being offered.

23.1        Consent of Ivan D. Meyerson, Vice President and
            General Counsel of the Registrant regarding the
            legality of the securities being offered.
            (Included in Exhibit 5.1)

23.2        Independent Auditors' Consent.

24.1        Powers of Attorney pursuant to which certain
            officers and directors of the Registrant
            signed this Registration Statement.
<PAGE>
                                                EXHIBITS 5.1 and 23.1



                                          August 1, 1997



McKesson Corporation
McKesson Plaza
One Post Street
San Francisco, CA  94104



      I am General Counsel of McKesson Corporation, a Delaware
corporation (the "Company").  In that capacity I have reviewed
the Registration Statement on Form S-8 to be filed by the Company
with the Securities and Exchange Commission under the Securities
Act of 1933 with respect to 750,000 shares of the Company's
Common stock, par value $0.01 per share, issuable pursuant to the
McKesson Corporation 1994 Stock Option and Restricted Stock Plan
(the "Plan").  As General Counsel, I am familiar with the
Company's Restated Certificate of Incorporation and its Restated
By-Laws, as amended to date.  I have also examined such other
documents, corporate records and instruments as I have deemed
necessary or appropriate for the purpose of this opinion.

      Based upon the foregoing, I am of the opinion that such 
shares of Common Stock of the Company, when issued in accordance
with the Plan, will be legally issued, fully paid and
nonassessable.

      I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as Exhibit 5.1 to the
Registration Statement.

                                          Very truly yours,




                                          /s/Ivan D. Meyerson
                                          Ivan D. Meyerson
                                          Vice President and
                                          General Counsel






                                                EXHIBIT 23.2




                         INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in this Registration
Statement of McKesson Corporation on Form S-8 of our reports
dated May 16, 1997, incorporated by reference, and appearing in,
the Annual Report on Form 10-K of McKesson Corporation for the
year ended March 31, 1997.





/s/DELOITTE & TOUCHE LLP
San Francisco, California
August 1, 1997<PAGE>
                                                EXHIBIT 24.1



                           POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

          WHEREAS, McKesson Corporation, a Delaware Corporation
(the "Company"), contemplates filing with the Securities and
Exchange Commission at Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, and the regulations
promulgated thereunder, a Registration Statement on Form S-8 (and
amendments thereto, including post-effective amendments), with
respect to shares of Common Stock, $0.01 par value, of the
Company to be issued by the Company pursuant to the McKesson
Corporation 1994 Stock Option and Restricted Stock Plan; and

          WHEREAS, the undersigned is an officer or director, or
both, of the Company.

           NOW, THEREFORE, the undersigned hereby constitutes and
appoints Nancy A. Miller and Ivan D. Meyerson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such person
and in his or her name, place and stead, in any and all
capacities, to sign the aforementioned Registration Statement and
any and all amendments (including post-effective amendments)
thereto and other documents in connection therewith, and to file
the same with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to
all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or their substitutes, may lawfully do and
cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has hereunto set
his or her hand this 1st day of August, 1997.



/s/Mark A. Pulido



/s/Alan J. Seelenfreund






/s/Richard H. Hawkins



/s/Heidi S. Yodowitz



/s/Mary G.F. Bitterman



/s/Tully M. Friedman



/s/John M. Pietruski  



/s/David S. Pottruck



/s/Carl E. Reichardt



/s/Jane E. Shaw



/s/Robert H. Waterman, Jr.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12492}]
{"company-data": {"conformed-name": "MCKESSON CORP", "cik": "0000927653", "assigned-sic": "5122", "irs-number": "943207296", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32645", "film-number": "97650053"}, "business-address": {"street1": "ONE POST ST", "street2": "MCKESSON PLAZA", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104", "phone": "4159838300"}, "mail-address": {"street1": "ONE POST ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104"}, "former-company": {"former-conformed-name": "SP VENTURES INC", "date-changed": "19940728"}}
As filed with the Securities and Exchange Commission on
August 1, 1997

                                                Registration No. 333-

                                        

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

                                       FORM S-8

                                REGISTRATION STATEMENT

                                         UNDER

                              THE SECURITIES ACT OF 1933

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

Delaware                                              94-3207296
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

One Post Street
San Francisco, California                             94104
(Address of Principal Executive Offices)              (Zip Code)

                        McKesson Corporation 1994 Stock Option
                               and Restricted Stock Plan
                                 (Full Title of Plan)

Nancy A. Miller                                       Ivan D. Meyerson
Vice President and                                    Vice President and
Corporate Secretary                                   General Counsel
One Post Street                                       One Post Street
San Francisco, CA 94104                               San Francisco, CA 94104
(Name and address of agents for service)

                                    (415) 983-8300
(Telephone number, including area code, of agents for service)

The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.

                    CALCULATION OF REGISTRATION FEE

                               Proposed         Proposed
Title of                  Maximum               Maximum
Securities     Amount to  Offering              Aggregate         Amount of
to be          be Regis-  Price                 Offering          Registra-
Registered     tered      Per Share(1)          Price(1)          tion Fee
----------------------------------------------------------------
Common Stock
par value $.01
per share         750,000     $84.75            $63,562,500       $19,261.36

Rights to
purchase
Preferred
Stock (2)         750,000     N/A               N/A               N/A

Total 
Registration
Fee               N/A         N/A               N/A               $19,261.36

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

(1)   In accordance with Rule 457, calculated on the basis of the
      average of the high and low prices of the Company's Common
      Stock as reported on the New York Stock Exchange on
      July 28, 1997.

(2)   Associated with the Common Stock are Rights to purchase
      Series A Preferred Stock that will not be exercisable or
      evidenced separately from the Common Stock prior to the
      occurrence of certain events.

-----------

INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8

General Instruction E Information

      This Registration Statement is being filed for the purpose
of increasing the number of securities of the same class as other
securities for which Registration Statements of the Registrant on
Form S-8 relating to the same employee benefit plans are
effective.

      The Registrant's Form S-8 Registration Statements filed with
the Securities and Exchange Commission on November 21, 1994 (File
No. 33-86536), and February 18, 1997 (File No. 333-21931), are
hereby incorporated by reference.

Incorporation of Certain Documents by Reference.

      The following documents previously filed or to be filed by
the Registrant with the Securities and Exchange Commission are
hereby incorporated by reference in this Registration Statement:

      (a)   Annual Report on Form 10-K for the fiscal year ended
March 31, 1997.

      (b)   Current Reports on Form 8-K dated November 22, 1996 (as
amended by Amendment No. 1 on Form 8-K/A, filed on January 21,
1997 as further amended by Amendment No. 2 on Form 8-K/A, filed
on April 28, 1997), April 7, 1997, June 13, 1997 and June 24,
1997.

      (c)   The description of Registrant's common stock contained
in the Registrant's Registration Statement on Form 10 (File No.
1-13252) and the Rights Agreement dated as of September 14, 1994
between the Registrant and First Chicago Trust Company of New
York, as Rights Agent, filed as Exhibit 4.1 to Amendment No. 3 to
the Registrant's Registration Statement on Form 10.

      All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date
of filing of such documents until a post-effective amendment of
this Registration Statement is filed which indicates that all
securities being offered hereby have been sold or which
deregisters all securities then remaining unsold.

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of San Francisco, State of California, on the 1st day of
August 1997.

                                   McKESSON CORPORATION
                                          (Registrant)

                                   By:  Nancy A. Miller
                                   Vice President and Secretary

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on the 1st day of August,
1997.

Signature                     Title 
---------                     ----- 

*
-----------------
Mark A. Pulido                President,
                              Chief Executive Officer and Director
                              (Principal Executive Officer)

*
-----------------
Alan J. Seelenfreund          Chairman of the Board and Director

*
-----------------
Richard H. Hawkins            Vice President and
                              Chief Financial Officer
                              (Principal Financial Officer)

*
-----------------
Heidi E. Yodowitz             Controller
                              (Principal Accounting Officer)

*
-----------------
Mary G.F. Bitterman           Director
                    

*
-----------------
Tully M. Friedman             Director

*
-----------------
David S. Pottruck             Director

*
----------------
John M. Pietruski             Director

*
----------------
Carl E. Reichardt             Director

*
----------------
Jane E. Shaw                  Director

*
----------------
Robert H. Waterman, Jr.       Director

*By: Nancy A. Miller
      ---------------
     (Attorney-in-Fact)
INDEX TO EXHIBITS

Exhibit
 No.                    Description
----------------------------------------------------------------

 4.1        Rights Agreement dated as of September 14,
            1994 between the Registrant and First
            Chicago Trust Company of New York, as Rights
            Agent, filed as Exhibit 4.1 to Amendment No. 3
            to the Registrant's Registration Statement
            on Form 10 and incorporated herein by
            reference.

 5.1        Opinion of Ivan D. Meyerson, Vice President
            and General Counsel of the Registrant regarding
            the legality of the securities being offered.

23.1        Consent of Ivan D. Meyerson, Vice President and
            General Counsel of the Registrant regarding the
            legality of the securities being offered.
            (Included in Exhibit 5.1)

23.2        Independent Auditors' Consent.

24.1        Powers of Attorney pursuant to which certain
            officers and directors of the Registrant
            signed this Registration Statement.
EXHIBITS 5.1 and 23.1

                                          August 1, 1997

McKesson Corporation
McKesson Plaza
One Post Street
San Francisco, CA  94104

      I am General Counsel of McKesson Corporation, a Delaware
corporation (the "Company").  In that capacity I have reviewed
the Registration Statement on Form S-8 to be filed by the Company
with the Securities and Exchange Commission under the Securities
Act of 1933 with respect to 750,000 shares of the Company's
Common stock, par value $0.01 per share, issuable pursuant to the
McKesson Corporation 1994 Stock Option and Restricted Stock Plan
(the "Plan").  As General Counsel, I am familiar with the
Company's Restated Certificate of Incorporation and its Restated
By-Laws, as amended to date.  I have also examined such other
documents, corporate records and instruments as I have deemed
necessary or appropriate for the purpose of this opinion.

      Based upon the foregoing, I am of the opinion that such 
shares of Common Stock of the Company, when issued in accordance
with the Plan, will be legally issued, fully paid and
nonassessable.

      I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as Exhibit 5.1 to the
Registration Statement.

                                          Very truly yours,

                                          /s/Ivan D. Meyerson
                                          Ivan D. Meyerson
                                          Vice President and
                                          General Counsel

                                                EXHIBIT 23.2

                         INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration
Statement of McKesson Corporation on Form S-8 of our reports
dated May 16, 1997, incorporated by reference, and appearing in,
the Annual Report on Form 10-K of McKesson Corporation for the
year ended March 31, 1997.

/s/DELOITTE & TOUCHE LLP
San Francisco, California
August 1, 1997
EXHIBIT 24.1

                           POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

          WHEREAS, McKesson Corporation, a Delaware Corporation
(the "Company"), contemplates filing with the Securities and
Exchange Commission at Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, and the regulations
promulgated thereunder, a Registration Statement on Form S-8 (and
amendments thereto, including post-effective amendments), with
respect to shares of Common Stock, $0.01 par value, of the
Company to be issued by the Company pursuant to the McKesson
Corporation 1994 Stock Option and Restricted Stock Plan; and

          WHEREAS, the undersigned is an officer or director, or
both, of the Company.

           NOW, THEREFORE, the undersigned hereby constitutes and
appoints Nancy A. Miller and Ivan D. Meyerson, and each of them,
his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such person
and in his or her name, place and stead, in any and all
capacities, to sign the aforementioned Registration Statement and
any and all amendments (including post-effective amendments)
thereto and other documents in connection therewith, and to file
the same with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to
all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or their substitutes, may lawfully do and
cause to be done by virtue hereof.

          IN WITNESS WHEREOF, the undersigned has hereunto set
his or her hand this 1st day of August, 1997.

/s/Mark A. Pulido

/s/Alan J. Seelenfreund

/s/Richard H. Hawkins

/s/Heidi S. Yodowitz

/s/Mary G.F. Bitterman

/s/Tully M. Friedman

/s/John M. Pietruski  

/s/David S. Pottruck

/s/Carl E. Reichardt

/s/Jane E. Shaw

/s/Robert H. Waterman, Jr.