Prospectus Supplement No. 2                     Filed Pursuant to Rule 424(b)(3)
(To Prospectus Dated June 1, 2001)              Commission File No. 333-56538


                         AMERISOURCE HEALTH CORPORATION

$300,000,000 Principal Amount of 5% Convertible Subordinated Notes Due December
2007 and 5,663,730 Shares of Common Stock Issuable Upon Conversion of the Notes

This prospectus supplement relates to the resale by the holders of AmeriSource
Health Corporation 5% Convertible Subordinated Notes Due December 1, 2007 and
the shares of common stock, $.01 par value per share, issuable upon the
conversion of the notes.

This prospectus supplement should be read in conjunction with, and may not be
delivered or utilized without, the prospectus dated June 1, 2001, including any
amendments or supplements thereto.  The terms of the notes are set forth in the
prospectus.

The information in the table appearing under the heading "Selling
Securityholders" in the prospectus is amended by adding the information below
with respect to persons not previously listed in the prospectus or in any
amendments or supplements thereto, and by superceding the information with
respect to persons previously listed in the prospectus or in any amendments or
supplements thereto that are listed below:



                                Amount of                         Shares of
                               Notes Owned       Amount of      Common Stock        Shares
                                 Before        Notes that May    Owned Before    that May be
            Name                Offering         be Sold         Offering            Sold
   ---------------------      -------------    -------------    -------------    -------------
                                                                      
Miller Tabak Roberts
  Securities, LLC............  $170,000           $170,000             0              3,209

Motion Picture Industry
  Health Plan - Retiree
  Member Fund................  $145,000           $145,000             0              2,737


                          ___________________________

            The Date of this Prospectus Supplement is July 2, 2001.