Edgar Filing: CARDINAL HEALTH INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WALTER ROBERT D

2. Issuer Name and Ticker or Trading Symbol
CARDINAL HEALTH INC [CAH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

330 W. SPRING STREET, SUITE 400

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2008

(Street)

COLUMBUS, OH 43215

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	08/15/2008		F⁽¹⁾		3,933	D	$ 55.56 ⁽²⁾	1,423,164 ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	D
Common Shares	08/15/2008		F⁽⁶⁾		4,180	D	$ 55.56 ⁽²⁾	1,418,984	D
Common Shares								4,016	I	By ESPP ⁽¹⁴⁾
Common Shares								250,906	I	By GRAT IX ⁽⁷⁾
Common Shares								282,600	I	By LLC ⁽⁸⁾ ⁽¹⁵⁾
Common Shares								308,039	I	By GRAT X ⁽⁹⁾
Common Shares								205,100	I	By LLC II ⁽¹⁰⁾ ⁽¹⁵⁾
Common Shares								461,718	I	By GRAT XI ⁽¹¹⁾
Common Shares								218,400	I	By LLC III ⁽¹²⁾ ⁽¹⁵⁾
Common Shares								662,113	I	By GRAT XII ⁽¹³⁾
Common Shares								383,726	I	By GRAT XIII

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WALTER ROBERT D 330 W. SPRING STREET SUITE 400 COLUMBUS, OH 43215	X

Signatures

Aneezal H. Mohamed, Attorney-in-fact		08/19/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents withholding of shares in connection with the vesting of 9,497 restricted share units to satisfy tax withholding obligations.
(2)	Reflects closing price on prior business day.
(3)	1,199 of these shares were previously reported as indirectly beneficially owned through LLC, and were subsequently transferred to direct beneficial ownership on August 15, 2008.
(4)	499 of these shares were previously reported as indirectly beneficially owned through LLC II, and were subsequently transferred to direct beneficial ownership on August 15, 2008.
(5)	531 of these shares were previously reported as indirectly beneficially owned through LLC III, and were subsequently transferred to direct beneficial ownership on August 15, 2008.
(6)	Represents withholding of shares in connection with the vesting of 9,366 restricted share units to satisfy tax withholding obligations.
(7)	51,557 of these shares were previously reported as indirectly beneficially owned through LLC, and were subsequently transferred to indirect beneficial ownership by GRAT IX on August 15, 2008.
(8)	See footnotes 3, 7 and 9.
(9)	67,144 of these shares were previously reported as indirectly beneficially owned through LLC, and were subsequently transferred to indirect beneficial ownership by GRAT X on August 15, 2008.
(10)	See footnotes 4 and 11.
(11)	49,401 of these shares were previously reported as indirectly beneficially owned through LLC II, and were subsequently transferred to indirect beneficial ownership by GRAT XI on August 15, 2008.
(12)	See footnotes 5 and 13.
(13)	52,569 of these shares were previously reported as indirectly beneficially owned through LLC III, and were subsequently transferred to indirect beneficial ownership by GRAT XII on August 15, 2008.
(14)	Includes 442 shares acquired during the ESPP offering period which ended on June 30, 2008.
(15)	The reporting person holds the controlling interest in, and is the sole manager of the LLC.

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