UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~July 165, 2005

PRIORITY HEALTHCARE CORPORATION

(Exact name of registrant as specified in its charter)

Indiana

000-23249

35-1927379

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

250 Technology Park

Lake Mary, Florida 32746

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (407) 804-6700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

~~(a)~~ On ~~May~~July 165, 2005, ~~the Board of Directors of~~ Priority Healthcare Corporation (the “Company”) entered ~~approved~~into ~~and~~an ~~adopted~~indemnification ~~the~~agreement ~~Fifth~~with ~~Amendment~~Tracy (Nolan, the ~~“Fifth~~Company’s ~~Amendment”)~~Executive toVice ~~Priority~~President ~~Healthcare Corporation 1997 Stock Option~~ and ~~Incentive~~Chief ~~Plan~~Operating ~~(the “1997 Stock Option Plan”)~~Officer. The ~~1997~~indemnification ~~Stock~~agreement ~~Option Plan was amended to (i) provide the Company~~ with ~~the~~Mr. ~~option~~Nolan ~~to,~~is ~~upon~~in the ~~termination~~same ofform ~~the Restricted Period (~~as ~~defined~~those inindemnification ~~the~~agreements ~~1997~~previously entered ~~Stock~~into ~~Option Plan)~~ with ~~respect to any shares of restricted stock, either require~~ the ~~participant~~Company’s or other ~~person receiving~~executive ~~such~~officers ~~shares~~(Steven toD. ~~pay~~Cosler, ~~the~~President ~~Company~~and ~~the~~Chief ~~amount~~Executive ofOfficer; ~~any~~Kim ~~taxes~~K. ~~which~~Rondeau, ~~the~~Executive ~~Company~~Vice ~~would~~President be– ~~required~~Specialty toPharmacy ~~withhold~~Sales orand ~~retain~~Marketing; aRebecca ~~sufficient~~M. ~~number~~Shanahan, ofExecutive ~~shares~~Vice President to– ~~cover~~Administration ~~the~~and ~~amount~~General ~~required~~Counsel; toGuy beF. ~~withheld~~Bryant, ~~and~~Executive ~~(ii)~~Vice ~~eliminate~~President ~~the~~– ~~provision~~Distribution ~~permitting~~Services; ~~the Company~~and toStephen ~~make~~M. ~~loans~~Saft, toSenior ~~participants~~Vice inPresident, ~~connection~~Chief ~~with~~Financial ~~restricted~~Officer ~~stock~~and ~~or the exercise of options issued under the 1997 Stock Option Plan~~Treasurer).

A copy of the ~~Fifth~~form ~~Amendment~~of indemnification agreement between the Company and its executive officers is ~~attached~~filed ~~hereto~~with this Current Report on Form 8-K as Exhibit 10-~~C(vi)~~EE and the information set forth therein is incorporated herein by reference and constitutes a part of this ~~report~~Report. The form of indemnification agreement for executive officers in Exhibit 10-EE is in the same form as the indemnification agreements with Tracy Nolan and the other executive officers.

The Company also previously entered into indemnification agreements with its directors (b)William ~~Also~~E. onBindley, ~~May~~Robert 16L. Myers, ~~2005~~Kathleen R. Hurtado, Michael ~~the~~D. ~~Board~~McCormick, ofRichard ~~Directors~~W. ofRoberson, ~~the~~Thomas ~~Company~~J. ~~approved~~Salentine, and ~~adopted~~Glenn D. Steele, Jr.). A copy of the ~~Third~~form ~~Amendment~~of (indemnification agreement between the ~~“Third~~Company ~~Amendment”)~~and its directors is attached to ~~Priority~~this ~~Healthcare~~Current ~~Corporation~~Report ~~Broad~~on ~~Based~~Form ~~Stock~~8-K ~~Option~~as ~~Plan~~Exhibit (10-FF and the information ~~“Broad~~set ~~Based~~forth ~~Plan”).~~therein ~~The~~is ~~Broad~~incorporated ~~Based~~herein ~~Plan~~by ~~was~~reference ~~amended~~and ~~to eliminate~~constitutes ~~the~~a ~~provision~~part ~~permitting~~of ~~the~~this ~~Company~~Report. toThe ~~make~~form ~~loans~~of toindemnification ~~participants~~agreement infor ~~connection~~directors ~~with~~is the ~~exercise~~same ofform ~~options~~used ~~issued~~for ~~under~~ the ~~Broad~~indemnification ~~Based~~agreements ~~Plan~~with all current directors of the Company.

AThe ~~copy~~indemnification ofagreements for directors and executive officers are substantively the ~~Third~~same. ~~Amendment~~In isgeneral, ~~attached~~each ~~hereto~~indemnification asagreement ~~Exhibit~~provides ~~10-P~~that (ivi) the Company will hold harmless and indemnify the ~~information~~officer ~~set~~or ~~forth~~director ~~therein~~against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement resulting from any action, suit or proceeding threatened or brought against the officer or director by reason of his or her serving as an officer or director of the Company or serving another enterprise in any capacity at the request of the Company; and (ii) the Company will pay for or reimburse the reasonable expenses incurred by the officer or director in advance of the final disposition of the action, suit or proceeding (subject to repayment by the officer or director if it is ~~incorporated~~ultimately ~~herein~~determined that such individual is not entitled to indemnification), to the fullest extent allowed by ~~reference~~the provisions of the Indiana Business Corporation Law. In addition, each indemnification agreement provides that the Company will purchase and maintain valid, binding and enforceable policies of D&O insurance, subject to certain restrictions, and the Company may assume the defense of the officer or director with counsel satisfactory to such ~~constitutes~~officer aor ~~part~~director, subject to certain restrictions. All agreements and obligations of ~~this~~the ~~report~~Company contained in the indemnification agreements continue for any action taken while serving in an indemnified capacity even though the indemnitee may have ceased to serve in an indemnified capacity.

~~ITEM~~-2- ~~9.01 Financial Statements and Exhibits~~

~~(c)~~Item 9.01 Financial Statements and Exhibits.

10-C(vi)		Fifth Amendment to Priority Healthcare Corporation 1997 Stock Option and Incentive Plan.
10-P(iv)		Third Amendment to Priority Healthcare Corporation Broad Based Stock Option Plan.

(c)

Exhibits:

SIGNATURE


Exhibit No.		Description
10-EE		Form of Indemnification Agreement between the Company and its Executive Officers

10-FF		Form of Indemnification Agreement between the Company and its Directors

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Date~~Dated: ~~May~~July 208, 2005

PRIORITY HEALTHCARE CORPORATION By: /Ss/ Stephen M. Saft Name: Stephen M. Saft Title: Chief Financial Officer and Treasurer

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