
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                  ------

                                FORM 8-A/A
                              AMENDMENT NO. 1

             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                  PURSUANT TO SECTION 12(b) OR (g) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                          ALLEGIANCE CORPORATION
         ---------------------------------------------------------
          (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
                  Delaware                                      36-4095179
-----------------------------------------------    -----------------------------------
<S>                                                <C>
(Jurisdiction of incorporation or organization)     (IRS Employer Identification No.)

          1430 Waukegan Road
         McGaw Park, Illinois                                      60085
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   (Address of Principal Executive Offices)                      (Zip Code)
</TABLE>



     Securities to be registered pursuant to Section 12(b) of the Act:

            Title of each class                 Name of each exchange on which
            to be so registered                 each class is to be registered
---------------------------------------------   ------------------------------
Series A Junior Participating Preferred Stock       New York Stock Exchange


     Securities to be registered pursuant to Section 12(g) of the Act:

                                   None
                      -------------------------------
                             (Title of Class)




Item 1.   Description of Registrant's Securities to be Registered.

               On September 16, 1996, the Board of Directors (the
"Allegiance Board") of Allegiance Corporation ("Allegiance") declared a
dividend distribution of one Right (each a "Right") for each outstanding
share of Allegiance's common stock, $1.00 par value per share ("Allegiance
Stock"), to stockholders of record at the close of business on September
30, 1996.  Each Right entitles the registered holder to purchase from
Allegiance one one-hundredth of a share of Series A Junior Participating
Preferred Stock, par value $.01 per share (the "Preferred Shares"), at a
Purchase Price of $65, subject to adjustment (the "Purchase Price").  The
description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement") dated as of September 30, 1996 between Allegiance
and First Chicago Trust Company of New York, as Rights Agent (the terms of
which are incorporated by reference to Exhibit 10.9 to Amendment No. 2 to
Allegiance's Registration Statement on Form S-1 dated October 4, 1996).

               The description set forth below is intended as a summary only
and is qualified in its entirety by reference to the Rights Agreement.

               Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons has
acquired beneficial ownership of 15% or more of the outstanding shares of
Allegiance Stock (an "Acquiring Person") or (ii) 10 business days (or such
later date as may be determined by action of the Allegiance Board prior to
such time as any person or group of affiliated persons becomes an Acquiring
Person) following the commencement of a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of the outstanding shares of Allegiance Stock (the
earlier of (i) and (ii) being the "Rights Distribution Date"), the Rights will
be evidenced, with respect to any shares of Allegiance Stock outstanding as of
September 30, 1996, by such Allegiance Stock certificates with a copy of a
summary of rights attached thereto.

               The Rights Agreement provides that, until the Rights
Distribution Date (or earlier redemption or expiration of the Rights), the
Rights will be transferred with and only with the shares of Allegiance Stock.
Until the Rights Distribution Date (or earlier redemption or expiration of the
Rights), new Allegiance Stock certificates issued after September 30, 1996
upon transfer or new issuance of Allegiance Stock will contain a notation
incorporating the Rights Agreement by reference.  Until the Rights
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Allegiance Stock outstanding,
even without such notation or a copy of the summary of rights being attached
thereto, will also constitute the transfer of the Rights associated with the
Allegiance Stock represented by such certificate.  As soon as practicable
following the Rights Distribution Date, separate certificates evidencing the
Rights ("Rights Certificates") will be mailed to holders of record of
Allegiance Stock as of the close of business on the Rights Distribution Date
and such separate Rights Certificates alone will evidence the Rights.

               The Rights are not exercisable until the Rights Distribution
Date.  The Rights will expire on September 30, 2006 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by Allegiance, in each case, as described below.

               The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event
of a stock dividend on, or a subdivision, combination or reclassification of,
the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares
of certain rights or warrants to subscribe for or purchase Preferred Shares at
a price, or securities convertible into Preferred Shares with a conversion
price, less than the then-current market price of the Preferred Shares, or
(iii) upon the distribution to holders of the Preferred Shares of evidences
of indebtedness, cash (other than a regular quarterly cash dividend out of
the earnings or retained earnings of Allegiance), assets (other than a
dividend payable in Preferred Shares) or of subscription rights or warrants
(other than those referred to above).

               The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of Allegiance Stock
or a stock dividend on Allegiance Stock payable in Allegiance Stock or
subdivisions, consolidations or combinations of Allegiance Stock occurring, in
any such case, prior to the Rights Distribution Date.

               Preferred Shares purchasable upon exercise of the Rights will
not be redeemable.  Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled
to an aggregate dividend of 100 times the dividend declared per share of
Allegiance Stock.  In the event of liquidation, the holders of the Preferred
Shares will be entitled to a minimum preferential liquidation payment of $100
per share.  Each Preferred Share will have 100 votes, voting together with the
Allegiance Stock.  Finally, in the event of any merger, consolidation or other
transaction in which shares of Allegiance Stock are exchanged, each Preferred
Share will be entitled to receive 100 times the amount received per share of
Allegiance Stock.  The Rights are protected by customary anti-dilution
provisions.

               Because of the nature of the dividend, liquidation and voting
rights, the value of the one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
share of Allegiance Stock.

               In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, proper provision shall be made
so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the
right to receive upon exercise that number of shares of Allegiance Stock
having a market value of two times the exercise price of the Right.  In the
event that Allegiance is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are
sold after a person or group of affiliated or associated persons has become an
Acquiring Person, proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the
then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction will have
a market value of two times the exercise price of the Right.

               At any time after any person or group of affiliates or
associated persons becomes an Acquiring Person and prior to the acquisition by
such person or group of 50% or more of the outstanding shares of Allegiance
Stock, the Allegiance Board may exchange the Rights (other than Rights owned
by such person or group which will have become void), in whole or in part, at
an exchange ratio of one share of Allegiance Stock, or one one-hundredth of a
Preferred Share (or of a share of a class or series of preferred stock of
Allegiance having equivalent rights, preferences and privileges), per Right
(subject to adjustment).

               With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of such
Purchase Price.  No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of Allegiance, be evidenced by depositary
receipts) and, in lieu thereof, an adjustment in cash will be made based on
the market price of the Preferred Shares on the last trading day prior to the
date of exercise.

               In general, Allegiance may redeem the Rights in whole, but not
in part, at a price of $.01 per Right (payable in cash, Allegiance Stock or
other consideration deemed appropriate by the Allegiance Board) at any time
until ten days following the first public announcement that a person or group
of affiliated or associated persons has become an Acquiring Person.
Immediately upon the action of the Allegiance Board authorizing any
redemption, the Rights will terminate and the only right of the holders of the
Rights will be to receive the redemption price.

               The terms of the Rights may be amended by the Allegiance Board
without the consent of the holders of the Rights, including an amendment to
lower certain thresholds described above generally to not less than 10%,
except that from and after such time as any person or group of affiliated
or associated persons becomes an Acquiring Person no such amendment may
adversely affect the interests of the holders of the Rights.

               Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of Allegiance, including, without limitation,
the right to vote or to receive dividends.

               On October 8, 1998, Allegiance entered into an Agreement and
Plan of Merger (the "Merger Agreement") by and among Allegiance, Cardinal
Health, Inc., an Ohio corporation ("Cardinal"), and Boxes Merger Corp., a
Delaware corporation and wholly-owned subsidiary of Cardinal ("Merger
Subsidiary").  The Merger Agreement provides, among other things, for the
merger of Merger Subsidiary with and into Allegiance (the "Merger"), with
Allegiance surviving the Merger as a wholly-owned subsidiary of Cardinal.
Pursuant to the Merger Agreement, the Company has agreed to amend the
Rights Agreement to provide that no "Stock Acquisition Date", "Distribution
Date" or "Triggering Event" (each as defined in the Rights Agreement) shall
occur and neither Cardinal nor Merger Subsidiary shall become an "Acquiring
Person" (as defined in the Rights Agreement) by reason of or as a result of
the consummation of any transaction contemplated by the Merger Agreement.
Allegiance has also agreed to provide that the Rights Agreement will
terminate immediately prior to the consummation of the Merger.  Allegiance
has entered into an amendment to the Rights Agreement with First Chicago
Trust Company of New York, as Rights Agent, to such effect (attached hereto
as Exhibit 1) (the "Rights Agreement Amendment").

               The description set forth above describing the Rights
Agreement Amendment is intended as a summary only and is qualified in its
entirety by reference to the Rights Agreement Amendment.

Item 2.   Exhibits

         1.    First Amendment to Rights Agreement between Allegiance
               Corporation and First Chicago Trust Company of New York, as
               Rights Agent.



                                 SIGNATURE


Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned thereto duly authorized.


                                   ALLEGIANCE CORPORATION


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


Date: October 9, 1998


