EXHIBIT 3.4


AMENDMENTS TO RESTATED BY-LAWS OF McKESSON HBOC, INC.
(As adopted by the Board of Directors on April 26, 1999)

The second and fourth sentences, respectively, of Section 9. Stockholder
Proposals at Annual Meeting., in Article II of the Restated By-Laws of McKesson
HBOC, Inc. were amended to read as follows:

     "To be properly brought before an annual meeting, business must be
     specified in the notice of meeting (or any supplement thereto) given by or
     at the direction of the Board of Directors, otherwise properly brought
     before the meeting by or at the direction of the Board of Directors or
     otherwise properly brought before the meeting by a stockholder of the
     Corporation (i) who is a stockholder of record on the date of the giving of
     the notice provided for in this Section 9 and on the record date for the
     determination of stockholders entitled to vote at such annual meeting and
     (ii) who complies with the notice procedures set forth in this Section 9."

     "To be timely, a stockholder's notice to the Secretary must be delivered to
     or mailed and received at the principal executive offices of the
     Corporation, not less than 90 days nor more than 120 days prior to the
     anniversary date of the immediately preceding annual meeting of
     stockholders; provided, however, that in the event that the annual meeting
     is called for a date that is not within 30 days before or after such
     anniversary date, notice by the stockholder in order to be timely must be
     so received not later than the close of business on the 10th day following
     the day on which such notice of the date of the annual meeting was mailed
     or such public disclosure of the date of the annual meeting was made,
     whichever first occurs."

The second and fourth sentences, respectively, of Section 10. Nominations of
Persons for Election to the Board of Directors., in Article II of the Restated
By-Laws of McKesson HBOC, Inc. were amended to read as follows:

     "Nominations of persons for election to the Board of Directors of the
     Corporation may be made at a meeting of stockholders by or at the direction
     of the Board of Directors, by any nominating committee or person appointed
     by the Board of Directors or by any stockholder of the Corporation (i) who
     is a stockholder of record on the date of the giving of the notice provided
     for in this Section 10 and on the record date for the determination of
     stockholders entitled to vote at such annual meeting and (ii) who complies
     with the notice procedures set forth in this Section 10."


     "To be timely, a stockholder's notice to the Secretary must be delivered to
     or mailed and received at the principal executive offices of the
     Corporation not less than 90 days nor more than 120 days prior to the
     anniversary date of the immediately preceding annual meeting of
     stockholders; provided, however, that in the event that the annual meeting
     is called for a date that is not within 30 days before or after such
     anniversary date, notice by the stockholder in order to be timely must be
     so received not later than the close of business on the 10th day following
     the day on which such notice of the date of the annual meeting was mailed
     or such public disclosure of the date of the annual meeting was made,
     whichever first occurs."