Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

SHAW, Jane E.

2. Issuer Name and Ticker or Trading Symbol
McKesson Corporation ("MCK")

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

One Post Street
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
04/01/03

(Street)

San Francisco, CA 94104

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. 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. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price
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).

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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Restricted Stock Units

$ 0.00

03/31/03

 

A

 

341(1)

 

 (3)

 (3)

Common Stock

341

 

 

 

 

Restricted Stock Units

$ 0.00

04/01/03

 

A

 

552(2)

 

 (3)

 (3)

Common Stock

552

 

893

D

 

Explanation of Responses:

(1) Restricted Stock Units credited to reporting person pursuant to his irrevocable election under the Issuer's 1997 Non-Employee Directors' Equity Compensation and Deferral regarding Board meeting fees.
(2) Restricted Stock Units credited to reporting person pursuant to his irrevocable election under the Issuer's 1997 Non-Employee Directors' Equity Compensation and Deferral Plan regarding the directors' annual retainer and committee chair annual retainer.
(3) The units are to be distributed, as elected, after the reporting person leaves the Board.
  By: /s/ Lorna Hutcheson
             Attorney-in-Fact
**Signature of Reporting Person		 April 1, 2003
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

 
POWER OF ATTORNEY



  Know all by these presents, that the undersigned hereby constitutes and appoints each of Kristina Veaco,

Lorna Hutcheson and Ivan D. Meyerson, signing singly, the undersigned's true and lawful attorneys-in-fact to:



 (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director

  of McKesson Corporation (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the

  Securities Exchange Act of 1934 and the rules thereunder, which execution may include the insertion of

  the undersigned's typed name on the signature line of such Forms; and



 (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable

  to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities

  and Exchange Commission and any stock exchange or similar authority; and



 (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such

  attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned,

  it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned

  pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as

  such attorney-in-fact may approve in such attorney-in-fact's discretion.



  The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any

and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers

herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full

power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such

attorney-in-fact's substitute orsubstitutes, shall lawfully do or cause to be done by virtue of this power of attorney and

the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such

capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's

responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.



  This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to

file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company,

unless earlier revoked by the undersigned in signed writing delivered to the foregoing attorneys-in-fact.



  IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of

March, 2003.



/s/ Jane E. Shaw

Signature



Jane E. Shaw

Print Name