Sec Form 4 Filing - WALTER MATTHEW D @ CARDINAL HEALTH INC - 2008-01-07

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 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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1. Name and Address of Reporting Person WALTER MATTHEW 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) 5200 RINGS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/07/2008 (Street) DUBLIN, OH43017 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Shares 01/07/2008 G V 1,254 D 87,905 D Common Shares 01/07/2008 G V 428 A 88,333 D Common Shares 907,663 I By LLC ( 2 ) Common Shares 01/07/2008 G V 2,538 A 46,416 I By trusts FBO children Common Shares 01/07/2008 G V 428 A 2,232 I By spouse Common Shares 34,502 I By DGT Trust ( 3 ) Common Shares 17,103 I By Matthew D. Walter Trust ( 4 ) Common Shares 78,614 I By GRAT II

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option (right to buy) ( 5 ) $ 70.3 05/01/2002 05/01/2012 Common Shares 2,134 1 D Option (right to buy) ( 6 ) $ 70.3 05/01/2002 05/01/2012 Common Shares 1,422 1 D Option (right to buy) ( 6 ) $ 70.01 11/06/2002 11/06/2012 Common Shares 3,571 1 D Option (right to buy) ( 6 ) $ 59 11/05/2003 11/05/2013 Common Shares 5,084 1 D Option (right to buy) ( 5 ) $ 54.2 12/08/2004 12/08/2014 Common Shares 3,094 1 D Option (right to buy) ( 6 ) $ 54.2 12/08/2004 12/08/2014 Common Shares 2,441 1 D Option (right to buy) ( 5 ) $ 61.79 11/02/2006 11/02/2012 Common Shares 2,714 1 D Option (right to buy) ( 6 ) $ 61.79 11/02/2006 11/02/2012 Common Shares 684 1 D Option (right to buy) ( 6 ) $ 63.48 11/08/2007 11/08/2013 Common Shares 3,308 1 D Option (right to buy) ( 6 ) $ 60.45 ( 7 ) 11/07/2014 Common Shares 3,868 1 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WALTER MATTHEW D 5200 RINGS ROAD DUBLIN, OH43017 X Signatures Aneezal H. Mohamed, Attorney-in-fact 02/01/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Bona fide gift ( 2 )Reporting person holds a one-third economic interest in, and is the manager of, the LLC. ( 3 )Reporting person holds a one-third economic interest in, and is a co-trustee of, the DGT Trust. ( 4 )Shares held in the MDW Trust of which the reporting person is the primary beneficiary and pursuant to which the reporting person may withdraw proceeds at certain specified times. ( 5 )Stock option granted pursuant to the Cardinal Health, Inc. Amended and Restated Equity Incentive Plan, as amended. ( 6 )Stock option granted pursuant to the Cardinal Health, Inc. Amended and Restated Outside Directors Equity Incentive Plan, as amended. ( 7 )Stock option will become exercisable on November 7, 2008 except that if the Company's 2008 Annual Meeting is prior to November 7, 2008, then the stock option will vest on the date of the 2008 Annual Meeting.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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