<PAGE>

  As filed with the Securities and Exchange Commission on October 19, 1994

                                               Registration No. 33- 

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

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

                        FOXMEYER HEALTH CORPORATION
           (Exact Name of Registrant as Specified in its Charter)

           Delaware                                   25-1425889
 (State or Other Jurisdiction              (I.R.S. Employer Identification
     of Incorporation or                                 No.)
        Organization)

                             1220 Senlac Drive
                          Carrollton, Texas  75006
                               (214) 446-4800
            (Address, Including Zip Code, and Telephone Number,
     including Area Code, of Registrant's Principal Executive Offices)

        FoxMeyer Corporation Stock Option and Performance Award Plan
     FoxMeyer Corporation Employees' Savings and Profit Sharing Program
  FoxMeyer Health Corporation 1993 Stock Option and Performance Award Plan
                            (Full Title of Plan)

                            Kevin J. Rogan, Esq.
                             1220 Senlac Drive
                          Carrollton, Texas  75006
                               (214) 446-4800
                   (Name and Address, Including Zip Code,
      and Telephone Number, Including Area Code, of Agent For Service)

                                 Copies to:

                         Stephen E. Jacobs, Esq.
                          Weil, Gotshal & Manges
                             767 Fifth Avenue
                         New York, New York 10153
                              (212) 310-8000
<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE

                                      Proposed     Proposed
                                      Maximum      Maximum
Title of Each Class of Amount to be   Offering    Aggregate    Amount of
   Securities to be     Registered   Price Per     Offering   Registration
      Registered           (1)        Unit (2)    Price (2)       Fee
<S>                    <C>            <C>       <C>            <C>
Common Stock, par       6,000,000      16.06     $96,360,000    $33,227.59
value 5.00 per share
<FN>
(1) Of this number, 1,500,000 shares are being registered for issuance
pursuant to the FoxMeyer Corporation Stock Option and Performance Award
Plan, 500,000 shares are being registered for issuance pursuant to the
FoxMeyer Corporation Employees' Savings and Profit Sharing Program, and
4,000,000 shares are being registered for issuance pursuant to the
FoxMeyer Health Corporation 1993 Stock Option Performance Award Plan.

(2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
based upon the average of the high and low prices of the Common Shares as
reported on the New York Stock Exchange Composite Tape on October 12,
1994.
/TABLE
<PAGE>

<PAGE>
     


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     ITEM 1.  PLAN INFORMATION*.

     ITEM 2.  REGISTRANT INFORMATION*.





























     ____________________
     * Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from the registration statement in accordance
     with the Note to Part 1 of Form S-8.

































     NYFS05...:\35\64935\0021\1547\FRM91594.L7A
<PAGE>

<PAGE>
     

                                     PART II
     
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

               The following documents heretofore filed by the registrant
     with the Securities and Exchange Commission (the "Commission") are
     incorporated herein by reference and made a part hereof:

               (a)  Annual Report on Form 10-K for the fiscal year ended
                    March 31, 1994.

               (b)  Quarterly Report on Form 10-Q for the quarterly period
                    ended June 30, 1994.

               (c)  Joint Proxy Statement for the Annual Meeting of
                    Stockholders held October 12, 1994.

               (d)  Current Reports on Form 8-K, dated June 30, 1994,
                    October 11, 1994 and October 14, 1994, respectively.

               (e)  The description of FoxMeyer Health Corporation's common
                    stock which is contained in the Registration Statement
                    on Form S-3 filed under the Securities Act of 1933, as
                    amended (the "Securities Act"), on November 5, 1990,
                    File Number 33-37531, including any amendment or report
                    updating such description and the description which is
                    contained in the Registration Statement on Form S-4
                    filed under the Securities Act, on September 12, 1994,
                    File Number 33-55433, including any amendment or report
                    filed for the purpose of updating such description.

               All documents filed by the registrant pursuant to Section
     13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), subsequent to the date hereof and prior
     to the filing of a post-effective amendment which indicates that all
     the securities offered hereby have been sold or which deregisters all
     such securities then remaining unsold shall be deemed to be
     incorporated by reference into this Post-Effective Amendment and to be
     a part hereof from the date of filing of such documents.































<PAGE>

<PAGE>
     

     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 registrant is a Delaware corporation.  Section 145 of
     the Delaware General Corporation Law (the "DGCL") provides that a
     Delaware corporation has the power to indemnify its officers and
     directors in certain circumstances.

               Subsection (a) of Section 145 of the DGCL empowers a
     corporation to indemnify any director or officer, or former director
     or officer, who was or is a party or is threatened to be made a party
     to any threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative (other than
     an action by or in the right of the corporation) by reason of his
     service as director, officer, employee or agent of the corporation, or
     his service, at the corporation's request, as a director, officer,
     employee or agent of another corporation or enterprise, against
     expenses (including attorneys' fees), judgments, fines and amounts
     paid in settlement actually and reasonably incurred in connection with
     such action, suit or proceeding provided that such director or officer
     acted in good faith and in a manner reasonably believed to be in or
     not opposed to the best interest of the corporation, and, with respect
     to any criminal action or proceeding, provided that such director or
     officer had no reasonable cause to believe his conduct was unlawful.

               Subsection (b) of Section 145 empowers a corporation to
     indemnify any director or officer, or former director or officer, who
     was or is a party or is threatened to be made a party to any
     threatened, pending or completed action or suit by or in the right of
     the corporation to procure a judgment in its favor by reason of the
     fact that such person acted in any of the capacities set forth above,
     against expenses (including attorneys' fees) actually or reasonably
     incurred in connection with the defense or settlement of such action
     or suit provided that such director or officer acted in good faith and
     in a manner he reasonably believed to be in or not opposed to the best
     interests of the corporation, except that no indemnification may be
     made in respect of any claim, issue or matter as to which such




























     
<PAGE>

<PAGE>
     

     director or officer shall be adjudged to be liable to the corporation
     unless and only to the extent that the Court of Chancery or the court
     in which such action or suit was brought shall determine upon
     application that, despite the adjudication of liability but in view of
     all the circumstances of the case, such director or officer is fairly
     and reasonably entitled to indemnity for such expenses which the court
     shall deem proper.

               Section 145 further provides that the extent a director or
     officer of a corporation has been successful in the defense of any
     action, suit or proceeding referred to in subsections (a) or (b) or in
     the defense of any claim, issue or matter therein, he shall be
     indemnified against expenses (including attorneys' fees) actually and
     reasonably incurred by him in connection therewith; provided that
     indemnification provided for by Section 145 or granted pursuant
     thereto shall be deemed exclusive of any other rights to which the
     indemnified party may be entitled; and empowers the corporation to
     purchase and maintain insurance on behalf of a director or officer of
     the corporation against any liability asserted against him or incurred
     by him in any such capacity or arising out of the status as such
     whether or not the corporation would have the power to indemnify him
     against such liabilities under Section 145.

               In addition, Section 102(b)(7) of the DGCL permits Delaware
     corporations to include a provision in their certificates of
     incorporation eliminating or limiting the personal liability of a
     director to the corporation or its stockholders for monetary damages
     for breach of fiduciary duty as a director, provided that such
     provisions shall not eliminate or limit the liability of a director
     (i) for any breach of the director's duty of loyalty to the
     corporation or its stockholders, (ii) for acts or omissions not in
     good faith or that involve intentional misconduct or a knowing
     violation of law, (iii) for unlawful payment of dividends or other
     unlawful distributions, or (iv) for any transactions from which the
     director derived an improper personal benefit.

               The registrant's Restated Certificate of Incorporation
     provides that a director of the registrant shall not be personally
     liable to the registrant or its stockholders for monetary damages for
     breach of fiduciary duty as a director, except for liability (A) for
     any breach of the director's duty of loyalty to the registrant or its
     stockholders, (B) for acts or omissions not in good faith or which
     involve intentional misconduct or a knowing violation of law, (C)
     under Section 174 of the DGCL or (D) for any transaction from which
     the director derives an improper personal benefit.  The registrant's
     Restated Certificate of Incorporation further provides that to the
     full extent permitted by Section 145 of the DGCL the registrant shall
     indemnify directors and officers of the registrant.


























     
<PAGE>

<PAGE>
     

               The registrant's by-laws provide that the registrant shall
     indemnify its directors and officers against all reasonable expense
     incurred by them in defending claims made or suits brought against
     them as directors or officers and against all liability in such suits,
     except in such cases as involve gross negligence or willful misconduct
     in the performance of their duties.


     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.


     ITEM 8.  EXHIBITS.

     This Registration Statement includes the following Exhibits:


     Exhibit
     Number                        Description of Exhibits
     ------                        -----------------------

     4.1       Restated Certificate of Incorporation of the registrant and
               all subsequent amendments thereto, except for the Amendment
               thereto filed on October 12, 1994, (Filed as Exhibit 3-A to
               the registrant's Annual Report on Form 10-K for the fiscal
               year ended March 31, 1993).*

     4.2       Amendment to the Restated Certificate of Incorporation of
               the registrant filed on October 12, 1994.

     4.3       By-laws of the registrant (Filed as Exhibit 3-A to the
               registrant's Quarterly Report on Form 10-Q for the quarter
               ended September 30, 1991).*

     4.4       FoxMeyer Corporation Stock Option and Performance Award Plan
               (Filed as Exhibit 10.23 to FoxMeyer Corporation's
               Registration Statement on Form S-4 (File No. 33-41697)).*


































     
<PAGE>

<PAGE>
     

     4.5       Amendment, dated as of November 21, 1991, to FoxMeyer
               Corporation's Stock Option and Performance Award Plan (Filed
               as Exhibit 4.3 to FoxMeyer Corporation's Registration
               Statement on Form S-8 (File No. 33-51962)).*

     4.6       FoxMeyer Health Corporation's 1993 Stock Option and
               Performance Award Plan (Filed as Exhibit 10-A to the
               registrant's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1994).*

     4.7       FoxMeyer Corporation Employees' Savings and Profit Sharing
               Program (Filed as Exhibit 10-D to FoxMeyer Corporation's
               Annual Report on Form 10-K for the fiscal year ended March
               31, 1994).*

     4.8       First Amendment to the FoxMeyer Corporation Employees'
               Savings and Profit Sharing Program.

     23.1      Consent of Deloitte and Touche LLP, independent auditors.

     24        Powers of Attorney of Board of Directors (included as part
               of the signature page of this Registration Statement).
_______________
     *   Incorporated by reference.

     ITEM 9.  UNDERTAKINGS.

     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;































<PAGE>

<PAGE>
     

                    (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 (i) and (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
     registrant 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 which remain unsold
     at the termination of the offering.

          4.   The undersigned registrant hereby undertakes to submit the
     FoxMeyer Corporation Employees' Savings and Profit Sharing Program and
     any amendments thereto to the Internal Revenue Service (the "IRS") in
     a timely manner and to make all changes required by the IRS in order
     to qualify the FoxMeyer Corporation Employees' Savings and Profit
     Sharing Program under Section 401 of the Internal Revenue Code of
     1986, as amended to date.

          5.   That, for purposes of determining any liability under the
     Securities Act of 1933, each filing of the registrant's annual report
     pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
     Act of 1934 (and, where applicable, each filing of a 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.

          6.   That, 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 such Act and
     is, therefore, unenforceable.  In the event that a claim for
     indemnification against such liabilities (other than payment by the
     registrant of expenses incurred or paid by a director, officer or
     controlling person in connection with the Securities























     
<PAGE>

<PAGE>
     

     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.

                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933,
     as amended, 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
     Dallas, State of Texas on the 19th day of October, 1994.

                                   FOXMEYER HEALTH CORPORATION



                                   By: /s/ Peter B. McKee                  
                                      -------------------------------------
                                      Name:  Peter B. McKee
                                      Title: Vice President and
                                             Chief Financial Officer


















































     
<PAGE>

<PAGE>
     

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENT that each person whose
     signature appears below on this Registration Statement hereby
     constitutes and appoints Abbey J. Butler, Melvyn J. Estrin and Peter
     B. McKee and each of them, with full power to act without the other,
     his true and lawful attorney-in-fact and agent, with full power of
     substitution and resubstitution for him and in his name, place and
     stead, in any and all capacities (until revoked in writing), to sign
     any and all amendments (including post-effective amendments thereto)
     to this Registration Statement of FoxMeyer Health Corporation and all
     documents relating thereto, and to file the same, with all exhibits
     thereto, and other documents, in connection therewith, with the
     Securities and Exchange Commission, granting unto said attorney-in-
     fact and agents, and each of them, full power and authority to do and
     perform each and every act and thing requisite, necessary or advisable
     to be done fully to all intents and purposes as he might or could do
     in person thereby ratifying and confirming all that said attorney-in-
     fact and agents or any of them, or their substitute or substitutes,
     may lawfully do or cause to be done by virtue hereof.

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


            Signature                     Title                  Date
            ---------                     -----                  ----


      /s/ Abbey J. Butler        Co-Chairman of the Board  October 19, 1994
     -----------------------     and Co-Chief Executive
         Abbey J. Butler         Officer (principal
                                 executive officer)

      /s/ Melvyn J. Estrin       Co-Chairman of the Board  October 19, 1994
     -----------------------     and Co-Chief Executive
         Melvyn J. Estrin        Officer (principal
                                 executive officer)

      /s/ Peter B. McKee         Vice President and        October 19, 1994
     -----------------------     Chief Financial Officer
         Peter B. McKee          (principal executive
                                 officer)

      /s/ Edward L. Massman      Vice President and        October 19, 1994
     -----------------------     Controller
         Edward L. Massman

      /s/ Sheldon W. Fantle      Director                  October 19, 1994
     -----------------------
         Sheldon W. Fantle 





















   <PAGE>

<PAGE>
     

      /s/ Paul M. Finfer         Director                  October 19, 1994
     -----------------------
         Paul M. Finfer

      /s/ Alfred H. Kingon       Director                  October 19, 1994
     -----------------------
         Alfred H. Kingon

      /s/ William G. Tull        Director                  October 19, 1994
     -----------------------
         William G. Tull

     /s/ Thomas L. Anderson      President and Director    October 19, 1994
     -----------------------
        Thomas L. Anderson



























































<PAGE>

<PAGE>
     


               Pursuant to the requirements of the Securities Act of 1933,
     the committee that administers the FoxMeyer Corporation Employees'
     Savings and Profit Sharing Program has duly caused this registration
     statement to be signed on its behalf by the undersigned, thereto duly
     authorized, in the City of Dallas, State of Texas, on this 18th day of
     October, 1994.


                                        FoxMeyer Corporation
                                        Employees' Savings and
                                        Profit Sharing Program


                                        By: /s/ Thomas L. Anderson    
                                           ---------------------------
                                            Name: Thomas L. Anderson
                                            Title:  President and Chief
                                                Operating Officer


                                        By: /s/ Robert R. Brown       
                                           ---------------------------
                                           Name:  Robert R. Brown
                                           Title:  Senior Vice President
                                                and Chief Information Officer


                                        By: /s/ Peter B. McKee        
                                           ---------------------------
                                           Name:  Peter B. Mckee
                                           Title:  Senior Vice President
                                                and Chief Financial Officer

                                        By: /s/ Sandra K. Stevens     
                                           ---------------------------
                                           Name:  Sandra K. Stevens
                                           Title:  Vice President of Human
                                                Resources


































     
<PAGE>

<PAGE>
     

                                  EXHIBIT INDEX
                                  -------------
                                                          Page Number
                                                          in Sequentially
     Exhibits                                             Numbered
     Number             Description of Exhibits           Document     
     ------             -----------------------           -------------
     


     4.1     Restated Certificate of Incorporation of the
             registrant and all subsequent amendments
             thereto, except for the Amendment thereto
             filed on October 12, 1994, (Filed as Exhibit
             3-A to the registrant's Annual Report on Form
             10-K for the fiscal year ended March 31,
             1993).*

     4.2     Amendment to the Restated Certificate of
             Incorporation of the registrant filed on
             October 12, 1994.

     4.3     By-laws of the registrant (Filed as Exhibit
             3-A to the registrant's Quarterly Report on
             Form 10-Q for the quarter ended September 30,
             1991).*

     4.4     FoxMeyer Corporation Stock Option and
             Performance Award Plan (filed as Exhibit
             10.23 to FoxMeyer Corporation's Registration
             Statement on Form S-4 (File No. 33-416970)).*

     4.5     Amendment, dated as of November 21, 1991, to
             FoxMeyer Corporation's Stock Option and
             Performance Award Plan (Filed as Exhibit 4.3
             to FoxMeyer Corporation's Registration
             Statement on Form S-8 (File No. 33-51962)).*

     4.6     FoxMeyer Health Corporation's 1993 Stock
             Option and Performance Award Plan (Filed as
             Exhibit 10-A to the registrant's Annual
             Report on Form 10-K for the fiscal year ended
             March 31, 1994)).*

     4.7     FoxMeyer Corporation Employees' Savings and
             Profit Sharing Program (Filed as Exhibit 10-D
             to FoxMeyer Corporation's Annual Report on
             Form 10-K for the fiscal year ended March 31,
             1994).*

     4.8     First Amendment to the FoxMeyer Corporation
             Employees' Savings and Profit Sharing
             Program.












     
<PAGE>

<PAGE>
     

     23.1    Consent of Deloitte and Touche LLP,
             independent auditors.

     24      Powers of Attorney of Board of Directors
             (included as part of the signature page of
             this Registration Statement).
_____________
     *   Incorporated by reference.


































































    <PAGE>
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{"company-data": {"conformed-name": "FOXMEYER HEALTH CORP", "cik": "0000716644", "assigned-sic": "5122", "irs-number": "251425889", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56097", "film-number": "94554098"}, "business-address": {"street1": "1220 SENLAC DR", "city": "CARROLLTON", "state": "TX", "zip": "75006", "phone": "2144464800"}, "former-company": {"former-conformed-name": "NATIONAL INTERGROUP INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on October 19, 1994

                                               Registration No. 33- 

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

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

                        FOXMEYER HEALTH CORPORATION
           (Exact Name of Registrant as Specified in its Charter)

           Delaware                                   25-1425889
 (State or Other Jurisdiction              (I.R.S. Employer Identification
     of Incorporation or                                 No.)
        Organization)

                             1220 Senlac Drive
                          Carrollton, Texas  75006
                               (214) 446-4800
            (Address, Including Zip Code, and Telephone Number,
     including Area Code, of Registrant's Principal Executive Offices)

        FoxMeyer Corporation Stock Option and Performance Award Plan
     FoxMeyer Corporation Employees' Savings and Profit Sharing Program
  FoxMeyer Health Corporation 1993 Stock Option and Performance Award Plan
                            (Full Title of Plan)

                            Kevin J. Rogan, Esq.
                             1220 Senlac Drive
                          Carrollton, Texas  75006
                               (214) 446-4800
                   (Name and Address, Including Zip Code,
      and Telephone Number, Including Area Code, of Agent For Service)

                                 Copies to:

                         Stephen E. Jacobs, Esq.
                          Weil, Gotshal & Manges
                             767 Fifth Avenue
                         New York, New York 10153
                              (212) 310-8000
CALCULATION OF REGISTRATION FEE

                                      Proposed     Proposed
                                      Maximum      Maximum
Title of Each Class of Amount to be   Offering    Aggregate    Amount of
   Securities to be     Registered   Price Per     Offering   Registration
      Registered           (1)        Unit (2)    Price (2)       Fee
Common Stock, par       6,000,000      16.06     $96,360,000    $33,227.59
value 5.00 per share
(1) Of this number, 1,500,000 shares are being registered for issuance
pursuant to the FoxMeyer Corporation Stock Option and Performance Award
Plan, 500,000 shares are being registered for issuance pursuant to the
FoxMeyer Corporation Employees' Savings and Profit Sharing Program, and
4,000,000 shares are being registered for issuance pursuant to the
FoxMeyer Health Corporation 1993 Stock Option Performance Award Plan.

(2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
based upon the average of the high and low prices of the Common Shares as
reported on the New York Stock Exchange Composite Tape on October 12,
1994.
/TABLE
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     ITEM 1.  PLAN INFORMATION*.

     ITEM 2.  REGISTRANT INFORMATION*.

     ____________________
     * Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from the registration statement in accordance
     with the Note to Part 1 of Form S-8.

     NYFS05...:\35\64935\0021\1547\FRM91594.L7A
PART II
     
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

               The following documents heretofore filed by the registrant
     with the Securities and Exchange Commission (the "Commission") are
     incorporated herein by reference and made a part hereof:

               (a)  Annual Report on Form 10-K for the fiscal year ended
                    March 31, 1994.

               (b)  Quarterly Report on Form 10-Q for the quarterly period
                    ended June 30, 1994.

               (c)  Joint Proxy Statement for the Annual Meeting of
                    Stockholders held October 12, 1994.

               (d)  Current Reports on Form 8-K, dated June 30, 1994,
                    October 11, 1994 and October 14, 1994, respectively.

               (e)  The description of FoxMeyer Health Corporation's common
                    stock which is contained in the Registration Statement
                    on Form S-3 filed under the Securities Act of 1933, as
                    amended (the "Securities Act"), on November 5, 1990,
                    File Number 33-37531, including any amendment or report
                    updating such description and the description which is
                    contained in the Registration Statement on Form S-4
                    filed under the Securities Act, on September 12, 1994,
                    File Number 33-55433, including any amendment or report
                    filed for the purpose of updating such description.

               All documents filed by the registrant pursuant to Section
     13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), subsequent to the date hereof and prior
     to the filing of a post-effective amendment which indicates that all
     the securities offered hereby have been sold or which deregisters all
     such securities then remaining unsold shall be deemed to be
     incorporated by reference into this Post-Effective Amendment and to be
     a part hereof from the date of filing of such documents.
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 registrant is a Delaware corporation.  Section 145 of
     the Delaware General Corporation Law (the "DGCL") provides that a
     Delaware corporation has the power to indemnify its officers and
     directors in certain circumstances.

               Subsection (a) of Section 145 of the DGCL empowers a
     corporation to indemnify any director or officer, or former director
     or officer, who was or is a party or is threatened to be made a party
     to any threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative (other than
     an action by or in the right of the corporation) by reason of his
     service as director, officer, employee or agent of the corporation, or
     his service, at the corporation's request, as a director, officer,
     employee or agent of another corporation or enterprise, against
     expenses (including attorneys' fees), judgments, fines and amounts
     paid in settlement actually and reasonably incurred in connection with
     such action, suit or proceeding provided that such director or officer
     acted in good faith and in a manner reasonably believed to be in or
     not opposed to the best interest of the corporation, and, with respect
     to any criminal action or proceeding, provided that such director or
     officer had no reasonable cause to believe his conduct was unlawful.

               Subsection (b) of Section 145 empowers a corporation to
     indemnify any director or officer, or former director or officer, who
     was or is a party or is threatened to be made a party to any
     threatened, pending or completed action or suit by or in the right of
     the corporation to procure a judgment in its favor by reason of the
     fact that such person acted in any of the capacities set forth above,
     against expenses (including attorneys' fees) actually or reasonably
     incurred in connection with the defense or settlement of such action
     or suit provided that such director or officer acted in good faith and
     in a manner he reasonably believed to be in or not opposed to the best
     interests of the corporation, except that no indemnification may be
     made in respect of any claim, issue or matter as to which such
director or officer shall be adjudged to be liable to the corporation
     unless and only to the extent that the Court of Chancery or the court
     in which such action or suit was brought shall determine upon
     application that, despite the adjudication of liability but in view of
     all the circumstances of the case, such director or officer is fairly
     and reasonably entitled to indemnity for such expenses which the court
     shall deem proper.

               Section 145 further provides that the extent a director or
     officer of a corporation has been successful in the defense of any
     action, suit or proceeding referred to in subsections (a) or (b) or in
     the defense of any claim, issue or matter therein, he shall be
     indemnified against expenses (including attorneys' fees) actually and
     reasonably incurred by him in connection therewith; provided that
     indemnification provided for by Section 145 or granted pursuant
     thereto shall be deemed exclusive of any other rights to which the
     indemnified party may be entitled; and empowers the corporation to
     purchase and maintain insurance on behalf of a director or officer of
     the corporation against any liability asserted against him or incurred
     by him in any such capacity or arising out of the status as such
     whether or not the corporation would have the power to indemnify him
     against such liabilities under Section 145.

               In addition, Section 102(b)(7) of the DGCL permits Delaware
     corporations to include a provision in their certificates of
     incorporation eliminating or limiting the personal liability of a
     director to the corporation or its stockholders for monetary damages
     for breach of fiduciary duty as a director, provided that such
     provisions shall not eliminate or limit the liability of a director
     (i) for any breach of the director's duty of loyalty to the
     corporation or its stockholders, (ii) for acts or omissions not in
     good faith or that involve intentional misconduct or a knowing
     violation of law, (iii) for unlawful payment of dividends or other
     unlawful distributions, or (iv) for any transactions from which the
     director derived an improper personal benefit.

               The registrant's Restated Certificate of Incorporation
     provides that a director of the registrant shall not be personally
     liable to the registrant or its stockholders for monetary damages for
     breach of fiduciary duty as a director, except for liability (A) for
     any breach of the director's duty of loyalty to the registrant or its
     stockholders, (B) for acts or omissions not in good faith or which
     involve intentional misconduct or a knowing violation of law, (C)
     under Section 174 of the DGCL or (D) for any transaction from which
     the director derives an improper personal benefit.  The registrant's
     Restated Certificate of Incorporation further provides that to the
     full extent permitted by Section 145 of the DGCL the registrant shall
     indemnify directors and officers of the registrant.
The registrant's by-laws provide that the registrant shall
     indemnify its directors and officers against all reasonable expense
     incurred by them in defending claims made or suits brought against
     them as directors or officers and against all liability in such suits,
     except in such cases as involve gross negligence or willful misconduct
     in the performance of their duties.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

     ITEM 8.  EXHIBITS.

     This Registration Statement includes the following Exhibits:

     Exhibit
     Number                        Description of Exhibits
     ------                        -----------------------

     4.1       Restated Certificate of Incorporation of the registrant and
               all subsequent amendments thereto, except for the Amendment
               thereto filed on October 12, 1994, (Filed as Exhibit 3-A to
               the registrant's Annual Report on Form 10-K for the fiscal
               year ended March 31, 1993).*

     4.2       Amendment to the Restated Certificate of Incorporation of
               the registrant filed on October 12, 1994.

     4.3       By-laws of the registrant (Filed as Exhibit 3-A to the
               registrant's Quarterly Report on Form 10-Q for the quarter
               ended September 30, 1991).*

     4.4       FoxMeyer Corporation Stock Option and Performance Award Plan
               (Filed as Exhibit 10.23 to FoxMeyer Corporation's
               Registration Statement on Form S-4 (File No. 33-41697)).*
4.5       Amendment, dated as of November 21, 1991, to FoxMeyer
               Corporation's Stock Option and Performance Award Plan (Filed
               as Exhibit 4.3 to FoxMeyer Corporation's Registration
               Statement on Form S-8 (File No. 33-51962)).*

     4.6       FoxMeyer Health Corporation's 1993 Stock Option and
               Performance Award Plan (Filed as Exhibit 10-A to the
               registrant's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1994).*

     4.7       FoxMeyer Corporation Employees' Savings and Profit Sharing
               Program (Filed as Exhibit 10-D to FoxMeyer Corporation's
               Annual Report on Form 10-K for the fiscal year ended March
               31, 1994).*

     4.8       First Amendment to the FoxMeyer Corporation Employees'
               Savings and Profit Sharing Program.

     23.1      Consent of Deloitte and Touche LLP, independent auditors.

     24        Powers of Attorney of Board of Directors (included as part
               of the signature page of this Registration Statement).
_______________
     *   Incorporated by reference.

     ITEM 9.  UNDERTAKINGS.

     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 (i) and (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
     registrant 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 which remain unsold
     at the termination of the offering.

          4.   The undersigned registrant hereby undertakes to submit the
     FoxMeyer Corporation Employees' Savings and Profit Sharing Program and
     any amendments thereto to the Internal Revenue Service (the "IRS") in
     a timely manner and to make all changes required by the IRS in order
     to qualify the FoxMeyer Corporation Employees' Savings and Profit
     Sharing Program under Section 401 of the Internal Revenue Code of
     1986, as amended to date.

          5.   That, for purposes of determining any liability under the
     Securities Act of 1933, each filing of the registrant's annual report
     pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
     Act of 1934 (and, where applicable, each filing of a 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.

          6.   That, 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 such Act and
     is, therefore, unenforceable.  In the event that a claim for
     indemnification against such liabilities (other than payment by the
     registrant of expenses incurred or paid by a 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.

                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933,
     as amended, 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
     Dallas, State of Texas on the 19th day of October, 1994.

                                   FOXMEYER HEALTH CORPORATION

                                   By: /s/ Peter B. McKee                  
                                      -------------------------------------
                                      Name:  Peter B. McKee
                                      Title: Vice President and
                                             Chief Financial Officer
POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENT that each person whose
     signature appears below on this Registration Statement hereby
     constitutes and appoints Abbey J. Butler, Melvyn J. Estrin and Peter
     B. McKee and each of them, with full power to act without the other,
     his true and lawful attorney-in-fact and agent, with full power of
     substitution and resubstitution for him and in his name, place and
     stead, in any and all capacities (until revoked in writing), to sign
     any and all amendments (including post-effective amendments thereto)
     to this Registration Statement of FoxMeyer Health Corporation and all
     documents relating thereto, and to file the same, with all exhibits
     thereto, and other documents, in connection therewith, with the
     Securities and Exchange Commission, granting unto said attorney-in-
     fact and agents, and each of them, full power and authority to do and
     perform each and every act and thing requisite, necessary or advisable
     to be done fully to all intents and purposes as he might or could do
     in person thereby ratifying and confirming all that said attorney-in-
     fact and agents or any of them, or their substitute or substitutes,
     may lawfully do or cause to be done by virtue hereof.

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

            Signature                     Title                  Date
            ---------                     -----                  ----

      /s/ Abbey J. Butler        Co-Chairman of the Board  October 19, 1994
     -----------------------     and Co-Chief Executive
         Abbey J. Butler         Officer (principal
                                 executive officer)

      /s/ Melvyn J. Estrin       Co-Chairman of the Board  October 19, 1994
     -----------------------     and Co-Chief Executive
         Melvyn J. Estrin        Officer (principal
                                 executive officer)

      /s/ Peter B. McKee         Vice President and        October 19, 1994
     -----------------------     Chief Financial Officer
         Peter B. McKee          (principal executive
                                 officer)

      /s/ Edward L. Massman      Vice President and        October 19, 1994
     -----------------------     Controller
         Edward L. Massman

      /s/ Sheldon W. Fantle      Director                  October 19, 1994
     -----------------------
         Sheldon W. Fantle
/s/ Paul M. Finfer         Director                  October 19, 1994
     -----------------------
         Paul M. Finfer

      /s/ Alfred H. Kingon       Director                  October 19, 1994
     -----------------------
         Alfred H. Kingon

      /s/ William G. Tull        Director                  October 19, 1994
     -----------------------
         William G. Tull

     /s/ Thomas L. Anderson      President and Director    October 19, 1994
     -----------------------
        Thomas L. Anderson
Pursuant to the requirements of the Securities Act of 1933,
     the committee that administers the FoxMeyer Corporation Employees'
     Savings and Profit Sharing Program has duly caused this registration
     statement to be signed on its behalf by the undersigned, thereto duly
     authorized, in the City of Dallas, State of Texas, on this 18th day of
     October, 1994.

                                        FoxMeyer Corporation
                                        Employees' Savings and
                                        Profit Sharing Program

                                        By: /s/ Thomas L. Anderson    
                                           ---------------------------
                                            Name: Thomas L. Anderson
                                            Title:  President and Chief
                                                Operating Officer

                                        By: /s/ Robert R. Brown       
                                           ---------------------------
                                           Name:  Robert R. Brown
                                           Title:  Senior Vice President
                                                and Chief Information Officer

                                        By: /s/ Peter B. McKee        
                                           ---------------------------
                                           Name:  Peter B. Mckee
                                           Title:  Senior Vice President
                                                and Chief Financial Officer

                                        By: /s/ Sandra K. Stevens     
                                           ---------------------------
                                           Name:  Sandra K. Stevens
                                           Title:  Vice President of Human
                                                Resources
EXHIBIT INDEX
                                  -------------
                                                          Page Number
                                                          in Sequentially
     Exhibits                                             Numbered
     Number             Description of Exhibits           Document     
     ------             -----------------------           -------------
     

     4.1     Restated Certificate of Incorporation of the
             registrant and all subsequent amendments
             thereto, except for the Amendment thereto
             filed on October 12, 1994, (Filed as Exhibit
             3-A to the registrant's Annual Report on Form
             10-K for the fiscal year ended March 31,
             1993).*

     4.2     Amendment to the Restated Certificate of
             Incorporation of the registrant filed on
             October 12, 1994.

     4.3     By-laws of the registrant (Filed as Exhibit
             3-A to the registrant's Quarterly Report on
             Form 10-Q for the quarter ended September 30,
             1991).*

     4.4     FoxMeyer Corporation Stock Option and
             Performance Award Plan (filed as Exhibit
             10.23 to FoxMeyer Corporation's Registration
             Statement on Form S-4 (File No. 33-416970)).*

     4.5     Amendment, dated as of November 21, 1991, to
             FoxMeyer Corporation's Stock Option and
             Performance Award Plan (Filed as Exhibit 4.3
             to FoxMeyer Corporation's Registration
             Statement on Form S-8 (File No. 33-51962)).*

     4.6     FoxMeyer Health Corporation's 1993 Stock
             Option and Performance Award Plan (Filed as
             Exhibit 10-A to the registrant's Annual
             Report on Form 10-K for the fiscal year ended
             March 31, 1994)).*

     4.7     FoxMeyer Corporation Employees' Savings and
             Profit Sharing Program (Filed as Exhibit 10-D
             to FoxMeyer Corporation's Annual Report on
             Form 10-K for the fiscal year ended March 31,
             1994).*

     4.8     First Amendment to the FoxMeyer Corporation
             Employees' Savings and Profit Sharing
             Program.
23.1    Consent of Deloitte and Touche LLP,
             independent auditors.

     24      Powers of Attorney of Board of Directors
             (included as part of the signature page of
             this Registration Statement).
_____________
     *   Incorporated by reference.