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                                                                     EXHIBIT 3.2

                          AMENDED AND RESTATED BYLAWS

                                      OF

                            AMERISOURCE CORPORATION

                             AS OF APRIL 23, 1997


                                   ARTICLE 1
                                  STOCKHOLDERS
                                  ------------

1.1  Meetings.
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     (a)  Place. Meetings of the stockholders shall be held at such place as may
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be designated by the board of directors.

     (b)  Annual Meeting.  An annual meeting of the stockholders for the 
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election of directors, and for other business shall be held on such date and at 
such time as may be fixed by the board of directors.

     (c)  Special Meetings.  Special meetings of the stockholders may be called 
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at any time by the president, or the board of directors, or the holders of a 
majority of the outstanding shares of stock of the Company entitled to vote at 
the meeting.

     (d)  Quorum.  The presence, in person or by proxy, of the holders of a 
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majority of the outstanding shares of stock of the Company entitled to vote on a
particular matter shall constitute a quorum for the purpose of considering such 
matter.

1.2  Voting Rights.  Except as otherwise provided herein, in the certificate of 
     -------------
incorporation or by law, every stockholder shall have the right at every 
stockholders' meeting to one vote for every share standing in his name on the 
books of the Company which is entitled to vote at such meeting. Every 
stockholder may vote either in person or by proxy.

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                                  ARTICLE II
                                   DIRECTORS
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2.1  Number and Term. The board of directors shall have authority to (i) 
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determine the number of directors to constitute the board and (ii) fix the terms
of office of the directors.

2.2  Meetings.
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     (a)  Place. Meetings of the board of directors shall be held at such place 
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as may be designated by the board or in the notice of the meeting.

     (b)  Regular Meetings. Regular meetings of the board of directors shall be 
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held at such times as the board may designate. Notice of regular meetings need 
not be given.

     (c)  Special Meetings. Special meetings of the board may be called by 
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direction of the president or any two members of the board on three days' notice
to each director, either personally or by mail, telegram or facsimile 
transmission.

     (d)  Quorum. A majority of all the directors in office shall constitute a 
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quorum for the transaction of business at any meeting.

     (e)  Voting. Except as otherwise provided herein, in the certificate of 
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incorporation or by law, the vote of a majority of the directors present at any 
meeting at which a quorum is present shall constitute the act of the board of 
directors.

2.3  Committees. The board of directors may, by resolution adopted by a majority
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of the whole board, designate one or more committees, each committee to consist 
of one or more directors and such alternate members (also directors) as may be 
designated by the board. Unless otherwise provided herein, in the absence or 
disqualification of any member of a committee, the member or members thereof 
present at any meeting and not disqualified from voting, whether or not such 
member or members constitute a quorum, may unanimously appoint another director 
to act at the meeting in the place of any such absent or disqualified member. 
Except as otherwise provided herein, in the certificate of incorporation or 
bylaws, any such committee shall have and may exercise the powers of the full 
board of directors to the extent provided in the resolution of the board 
directing the committee.

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                                  ARTICLE III
                                   OFFICERS
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3.1  Election. At its first meeting after each annual meeting of the 
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stockholders, the board of directors shall elect a president, treasurer, 
secretary, and such other officers as it deems advisable.

3.2  Authority, Duties and Compensation. The officers shall have such authority,
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perform such duties and serve for such compensation as may be determined by 
resolution of the board of directors. Except as otherwise provided by board 
resolution, (i) the president shall be the chief executive officer of the 
Company, shall have general supervision over the business and operations of the 
Company, may perform any act and execute any instrument for the conduct of such 
business and operations, and shall preside at all meetings of the board and 
stockholders, (ii) the other officers shall have the duties customarily related 
to their respective offices, and (iii) any vice president, or vice presidents in
the order determined by the board, shall, in the absence of the president, have 
the authority and perform the duties of the president.


                                  ARTICLE IV
                                INDEMNIFICATION
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4.1   Right to Indemnification. The Company shall indemnify any person who was 
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or is party or is threatened to be made a party to any threatened, pending or 
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that such person is or was
a director or officer of the Company or a constituent corporation absorbed in a
consolidation or merger, or is or was serving at the request of the Company or a
constituent corporation absorbed in a consolidation or merger, as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, or is or was a director or officer of the Company serving at its
request as a administrator, trustee or other fiduciary of one or more of the
employee benefit plans of the Company or other enterprise, against expenses
(including attorney's fees), liability and loss actually and reasonably incurred
or suffered by such person in connection with such proceeding, whether or not
the indemnified liability arises or arose from any threatened, pending or
completed proceeding by or in the right of the Company, except to the extent
that (i) such person is otherwise indemnified and (ii) such indemnification is
prohibited by applicable law.

4.2  Advance of Expenses. Expenses incurred by a director or officer of the 
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Company in defending a proceeding shall be paid by the Company in advance of 
the final disposition of such proceeding subject to the provisions of any 
applicable statute.

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4.3  Procedure for Determining Permissibility. To determine whether any
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indemnification or advance of expenses under this Article IV is permissible, the
board of directors by a majority vote of a quorum consisting of directors not
parties to such proceeding may, and on request of any person seeking
indemnification or advance of expenses shall be required to, determine in each
case whether the applicable standards in any applicable statute have been met,
or such determination shall be made by independent legal counsel if such quorum
is not obtainable, or, even if obtainable, a majority vote of a quorum of
disinterested directors so directs, provided that, if there has been a change in
control of the Company between the time of the action or failure to act giving
rise to the claim for indemnification or advance of expenses and the time such
claim is made, at the option of the person seeking indemnification or advance of
expenses, the permissibility of indemnification or advance of expenses shall be
determined by independent legal counsel. The reasonable expenses of any director
or officer in prosecuting a successful claim for indemnification, and the fees
and expenses of any special legal counsel engaged to determine permissibility of
indemnification or advance of expenses, shall be borne by the Company.

4.4  Contractual Obligation. The obligations of the Company to indemnify a
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director or officer under this Article IV, including the duty to advance
expenses, shall be considered a contract between the Company and such director
or officer, and no modification or repeal of any provision of this Article IV
shall affect, to the detriment of the director or officer, such obligations of
the Company in connection with a claim based on any act or failure to act
occurring before such modification or repeal.

4.5  Indemnification Not Exclusive; Inuring of Benefit. The indemnification and 
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advance of expenses provided by this Article IV shall not be deemed exclusive of
any other right to which one indemnified may be entitled under any statute, 
provision of the Certificate of Incorporation, these bylaws, agreement, vote of 
stockholders or disinterested directors or otherwise, both as to action in such 
person's official capacity and as to action in another capacity while holding 
such office, and shall inure to the benefit of the heirs, executors and 
administrators of any such person.

4.6  Insurance and Other Indemnification. The board of directors shall have the 
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power to (i) authorize the Company to purchase and maintain, at the Company's 
expense, insurance on behalf of the Company and on behalf of others to the 
extent that power to do so has not been prohibited by statute, (ii) create any 
fund of any nature, whether or not under the control of a trustee, or otherwise 
secure any of its indemnification obligations, and (iii) give other 
indemnification to the extent permitted by statute. 

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                                   ARTICLE V
                        TRANSFER OF SHARE CERTIFICATES
                        ------------------------------

     Transfers of share certificates and the shares represented thereby shall be
made on the books of the Company only by the registered holder or by duly
authorized attorney. Transfers shall be made only on surrender of the share
certificate or certificates.

                                  ARTICLE VI
                                  AMENDMENTS
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     These bylaws may be amended or repealed at any regular or special meeting 
of the board of directors by vote of a majority of all directors in office or at
any annual or special meeting of stockholders by vote of holders of a majority 
of the outstanding stock entitled to vote. Notice of any such annual or special
meeting of stockholders shall set forth the proposed change or a summary 
thereof.

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