As filed with the Securities and
Exchange Commission on August 17, 1999            Registration No. 333-____
________________________________________________________________________________

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                          ______________________

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                          _______________________

                     BINDLEY WESTERN INDUSTRIES, INC.
          (Exact name of registrant as specified in its charter)

                 INDIANA                      84-0601662
      (State or other jurisdiction         (I.R.S. Employer
    of incorporation or organization)     Identification No.)

            8909 PURDUE ROAD
         INDIANAPOLIS, INDIANA                   46268
(Address of Principal Executive Offices)      (Zip Code)


                     BINDLEY WESTERN INDUSTRIES, INC.
                   1998 NON-QUALIFIED STOCK OPTION PLAN
                         (Full title of the plan)

                           MICHAEL D. MCCORMICK
               8909 PURDUE ROAD, INDIANAPOLIS, INDIANA 46268
                  (Name and address of agent for service)

                              (317) 704-4000
       (Telephone number, including area code, of agent for service)

                                 COPY TO:
                            JAMES A. ASCHLEMAN
                              BAKER & DANIELS
                   300 NORTH MERIDIAN STREET, SUITE 2700
                        INDIANAPOLIS, INDIANA 46204
                              (317) 237-0300

                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF   AMOUNT      PROPOSED MAXIMUM OFFERING    PROPOSED    AMOUNT OF
SECURITIES TO BE       PRICE PER SHARE (2)          MAXIMUM     REGISTRATION
TO BE      REGISTERED                               AGGREGATE   FEE
REGISTERED (1)                                      OFFERING
                                                    PRICE (2)
<S>        <C>         <C>                          <C>         <C>
Common     600,000     $18.5938 (3)                 $11,156,280 $3,101.45
Stock,                                             (3)         (3)
$0.01 par
value
</TABLE>


(1)Pursuant   to  Rule  416(c)  under  the  Securities  Act  of  1933  (the
   "Securities Act"), this Registration Statement also registers additional
   shares of Common  Stock  as may be offered or issued to prevent dilution
   resulting from stock splits,  stock  dividends and similar transactions.
   In addition, pursuant to Rule 457(h)(2)  under  the  Securities  Act, no
   separate  fee  is  required to register such additional shares of Common
   Stock.

(2)It is impracticable to state the maximum offering price.  Shares offered
   pursuant to nonqualified  stock  options  granted  under the Plan may be
   offered at any price.

(3)Estimated  solely for purposes of calculating the registration  fee  and
   computed in accordance with Rule 457(c) and (h) under the Securities Act
   using the average of the high and low sale prices of the Common Stock as
   reported by the NYSE on August 13, 1999, which was $18.5938 per share.
<PAGE>
The Registrant's  Registration Statement on Form S-8 (Registration No. 333-
75577) is incorporated herein by reference.


<PAGE>
                                SIGNATURES

      THE REGISTRANT.   Pursuant  to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements  for  filing on Form S-8 and has duly
caused  this  Registration Statement to be signed  on  its  behalf  by  the
undersigned, thereunto  duly authorized, in the City of Indianapolis, State
of Indiana, on August 13, 1999.

                                BINDLEY WESTERN INDUSTRIES, INC.


                                By:       /S/     WILLIAM     E.    BINDLEY

                                    William E. Bindley
                                    Chairman, President and
                                    Chief Executive Officer


                             POWER OF ATTORNEY

     Pursuant  to the requirements of the Securities Act, this Registration
Statement has been  signed  by  the  following  persons in their respective
capacities  and  on the respective dates indicated  opposite  their  names.
Each  person whose  signature  appears  below  hereby  authorizes  each  of
William E. Bindley, Michael D. McCormick and Thomas J. Salentine, each with
full power  of  substitution,  to execute in the name and on behalf of such
person any post-effective amendment  to  this Registration Statement and to
file the same, with exhibits thereto, and  other  documents  in  connection
therewith,  making  such  changes  in  this  Registration  Statement as the
Registrant  deems  appropriate,  and  appoints each of William E.  Bindley,
Michael  D. McCormick and Thomas J. Salentine,  each  with  full  power  of
substitution, attorney-in-fact to sign any amendment and any post-effective
amendment  to  this  Registration  Statement  and  to  file  the same, with
exhibits thereto, and other documents in connection therewith.

SIGNATURE                  TITLE                              DATE

/S/ WILLIAM E. BINDLEY      Chairman, President, Chief
William E. Bindley          Executive Officer and Director
                            (Principal Executive Officer)     August 13, 1999

/S/ WILLIAM F. BINDLEY, II
William F. Bindley, II      Director                          August 13, 1999

/S/ KEITH W. BURKS          Executive Vice President          August 13, 1999
Keith W. Burks              and Director

/S/ SETH B. HARRIS          Director                          August 13, 1999
Seth B. Harris

/S/ ROBERT L. KOCH, II      Director                          August 13, 1999
Robert L. Koch, II

/S/ MICHAEL D. MCCORMICK    Executive Vice President,
Michael D. McCormick        General Counsel, Secretary
                            and Director                      August 13, 1999

/S/ J. TIMOTHY MCGINLEY     Director                          August 13, 1999
J. Timothy McGinley

/S/ JAMES K. RISK, III      Director                          August 13, 1999
James K. Risk, III

/S/ THOMAS J. SALENTINE     Executive Vice President,
Thomas J. Salentine         Chief Financial Officer
                            and Director (Principal
                            Accounting and Financial
                            Officer)                          August 13, 1999

/S/ K. CLAY SMITH           Director                          August 13, 1999
K. Clay Smith

/S/ CAROLYN Y. WOO          Director                          August 13, 1999
Carolyn Y. Woo

<PAGE>
                             INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                              DESCRIPTION OF EXHIBIT
Exhibit
   NO.
<S>     <C>
4.1     (i) Amended and Restated Articles of Incorporation of the
        Registrant.  (The copy of this Exhibit filed as Exhibit 3-A(i) to
        the Registrant's Quarterly Report on Form 10-Q for the quarter
        ended June 30, 1987 is incorporated herein by reference.)
        (ii) Amendment to Restated Articles of Incorporation increasing
        number of authorized shares.  (The copy of this Exhibit filed as
        Exhibit 4(a)(ii) to the Registrant's Registration Statement on Form
        S-3 (Registration No. 33-45965) is incorporated herein by
        reference.)
        (iii) Amendment to Restated Articles of Incorporation establishing
        terms of Class A Preferred Stock.  (The copy of this Exhibit filed
        as Exhibit 1 to the Registrant's Quarterly Report on Form 10-Q for
        the quarter ended June 30, 1992 is incorporated herein by
        reference.)
        (iv) Amendment to Restated Articles of Incorporation increasing
        number of authorized shares.  (The copy of this Exhibit filed as
        Exhibit 4.1(iv) to the Registrant's Registration Statement on Form
        S-8 (Registration No. 333-57975) is incorporated herein by
        reference.)
4.2     Restated By-Laws of the Registrant, as amended to date.  (The copy
        of this Exhibit filed as Exhibit 4.2 to the Registrant's
        Registration Statement on Form S-8 (Registration No. 333-57975) is
        incorporated herein by reference.)
4.3     (i) 1998 Non-Qualified Stock Option Plan of Registrant, as amended
        to date.  (The copy of this Exhibit filed as Exhibit 10-BB to the
        Registrant's Annual Report on Form 10-K for the year ended December
        31, 1998 is incorporated herein by reference.)
        (ii) Amendment to the Bindley Western Industries, Inc. 1998 Non-
        Qualified Stock Option Plan.
5       Opinion of Baker & Daniels, counsel for Registrant, as to the
        legality of the securities being registered.
23.1    Consent of PricewaterhouseCoopers LLP.
23.2    Consent of Baker & Daniels (included in the Baker & Daniels Opinion
        filed as Exhibit 5).
24      Powers of Attorney (included on the Signature Page of the
        Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 9293}]
{"company-data": {"conformed-name": "BINDLEY WESTERN INDUSTRIES INC", "cik": "0000722808", "assigned-sic": "5122", "irs-number": "840601662", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85379", "film-number": "99694470"}, "business-address": {"street1": "8909 PURDUE ROAD", "city": "INDIANAPOLIS", "state": "IN", "zip": "46268", "phone": "3177044000"}, "mail-address": {"street1": "8909 PURDUE ROAD", "city": "INDIANAPOLIS", "state": "IN", "zip": "46268"}}
As filed with the Securities and
Exchange Commission on August 17, 1999            Registration No. 333-____
________________________________________________________________________________

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                          ______________________

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                          _______________________

                     BINDLEY WESTERN INDUSTRIES, INC.
          (Exact name of registrant as specified in its charter)

                 INDIANA                      84-0601662
      (State or other jurisdiction         (I.R.S. Employer
    of incorporation or organization)     Identification No.)

            8909 PURDUE ROAD
         INDIANAPOLIS, INDIANA                   46268
(Address of Principal Executive Offices)      (Zip Code)

                     BINDLEY WESTERN INDUSTRIES, INC.
                   1998 NON-QUALIFIED STOCK OPTION PLAN
                         (Full title of the plan)

                           MICHAEL D. MCCORMICK
               8909 PURDUE ROAD, INDIANAPOLIS, INDIANA 46268
                  (Name and address of agent for service)

                              (317) 704-4000
       (Telephone number, including area code, of agent for service)

                                 COPY TO:
                            JAMES A. ASCHLEMAN
                              BAKER & DANIELS
                   300 NORTH MERIDIAN STREET, SUITE 2700
                        INDIANAPOLIS, INDIANA 46204
                              (317) 237-0300

                      CALCULATION OF REGISTRATION FEE
TITLE OF   AMOUNT      PROPOSED MAXIMUM OFFERING    PROPOSED    AMOUNT OF
SECURITIES TO BE       PRICE PER SHARE (2)          MAXIMUM     REGISTRATION
TO BE      REGISTERED                               AGGREGATE   FEE
REGISTERED (1)                                      OFFERING
                                                    PRICE (2)
Common     600,000     $18.5938 (3)                 $11,156,280 $3,101.45
Stock,                                             (3)         (3)
$0.01 par
value
(1)Pursuant   to  Rule  416(c)  under  the  Securities  Act  of  1933  (the
   "Securities Act"), this Registration Statement also registers additional
   shares of Common  Stock  as may be offered or issued to prevent dilution
   resulting from stock splits,  stock  dividends and similar transactions.
   In addition, pursuant to Rule 457(h)(2)  under  the  Securities  Act, no
   separate  fee  is  required to register such additional shares of Common
   Stock.

(2)It is impracticable to state the maximum offering price.  Shares offered
   pursuant to nonqualified  stock  options  granted  under the Plan may be
   offered at any price.

(3)Estimated  solely for purposes of calculating the registration  fee  and
   computed in accordance with Rule 457(c) and (h) under the Securities Act
   using the average of the high and low sale prices of the Common Stock as
   reported by the NYSE on August 13, 1999, which was $18.5938 per share.
The Registrant's  Registration Statement on Form S-8 (Registration No. 333-
75577) is incorporated herein by reference.
SIGNATURES

      THE REGISTRANT.   Pursuant  to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements  for  filing on Form S-8 and has duly
caused  this  Registration Statement to be signed  on  its  behalf  by  the
undersigned, thereunto  duly authorized, in the City of Indianapolis, State
of Indiana, on August 13, 1999.

                                BINDLEY WESTERN INDUSTRIES, INC.

                                By:       /S/     WILLIAM     E.    BINDLEY

                                    William E. Bindley
                                    Chairman, President and
                                    Chief Executive Officer

                             POWER OF ATTORNEY

     Pursuant  to the requirements of the Securities Act, this Registration
Statement has been  signed  by  the  following  persons in their respective
capacities  and  on the respective dates indicated  opposite  their  names.
Each  person whose  signature  appears  below  hereby  authorizes  each  of
William E. Bindley, Michael D. McCormick and Thomas J. Salentine, each with
full power  of  substitution,  to execute in the name and on behalf of such
person any post-effective amendment  to  this Registration Statement and to
file the same, with exhibits thereto, and  other  documents  in  connection
therewith,  making  such  changes  in  this  Registration  Statement as the
Registrant  deems  appropriate,  and  appoints each of William E.  Bindley,
Michael  D. McCormick and Thomas J. Salentine,  each  with  full  power  of
substitution, attorney-in-fact to sign any amendment and any post-effective
amendment  to  this  Registration  Statement  and  to  file  the same, with
exhibits thereto, and other documents in connection therewith.

SIGNATURE                  TITLE                              DATE

/S/ WILLIAM E. BINDLEY      Chairman, President, Chief
William E. Bindley          Executive Officer and Director
                            (Principal Executive Officer)     August 13, 1999

/S/ WILLIAM F. BINDLEY, II
William F. Bindley, II      Director                          August 13, 1999

/S/ KEITH W. BURKS          Executive Vice President          August 13, 1999
Keith W. Burks              and Director

/S/ SETH B. HARRIS          Director                          August 13, 1999
Seth B. Harris

/S/ ROBERT L. KOCH, II      Director                          August 13, 1999
Robert L. Koch, II

/S/ MICHAEL D. MCCORMICK    Executive Vice President,
Michael D. McCormick        General Counsel, Secretary
                            and Director                      August 13, 1999

/S/ J. TIMOTHY MCGINLEY     Director                          August 13, 1999
J. Timothy McGinley

/S/ JAMES K. RISK, III      Director                          August 13, 1999
James K. Risk, III

/S/ THOMAS J. SALENTINE     Executive Vice President,
Thomas J. Salentine         Chief Financial Officer
                            and Director (Principal
                            Accounting and Financial
                            Officer)                          August 13, 1999

/S/ K. CLAY SMITH           Director                          August 13, 1999
K. Clay Smith

/S/ CAROLYN Y. WOO          Director                          August 13, 1999
Carolyn Y. Woo
INDEX TO EXHIBITS
DESCRIPTION OF EXHIBIT
Exhibit
   NO.
4.1     (i) Amended and Restated Articles of Incorporation of the
        Registrant.  (The copy of this Exhibit filed as Exhibit 3-A(i) to
        the Registrant's Quarterly Report on Form 10-Q for the quarter
        ended June 30, 1987 is incorporated herein by reference.)
        (ii) Amendment to Restated Articles of Incorporation increasing
        number of authorized shares.  (The copy of this Exhibit filed as
        Exhibit 4(a)(ii) to the Registrant's Registration Statement on Form
        S-3 (Registration No. 33-45965) is incorporated herein by
        reference.)
        (iii) Amendment to Restated Articles of Incorporation establishing
        terms of Class A Preferred Stock.  (The copy of this Exhibit filed
        as Exhibit 1 to the Registrant's Quarterly Report on Form 10-Q for
        the quarter ended June 30, 1992 is incorporated herein by
        reference.)
        (iv) Amendment to Restated Articles of Incorporation increasing
        number of authorized shares.  (The copy of this Exhibit filed as
        Exhibit 4.1(iv) to the Registrant's Registration Statement on Form
        S-8 (Registration No. 333-57975) is incorporated herein by
        reference.)
4.2     Restated By-Laws of the Registrant, as amended to date.  (The copy
        of this Exhibit filed as Exhibit 4.2 to the Registrant's
        Registration Statement on Form S-8 (Registration No. 333-57975) is
        incorporated herein by reference.)
4.3     (i) 1998 Non-Qualified Stock Option Plan of Registrant, as amended
        to date.  (The copy of this Exhibit filed as Exhibit 10-BB to the
        Registrant's Annual Report on Form 10-K for the year ended December
        31, 1998 is incorporated herein by reference.)
        (ii) Amendment to the Bindley Western Industries, Inc. 1998 Non-
        Qualified Stock Option Plan.
5       Opinion of Baker & Daniels, counsel for Registrant, as to the
        legality of the securities being registered.
23.1    Consent of PricewaterhouseCoopers LLP.
23.2    Consent of Baker & Daniels (included in the Baker & Daniels Opinion
        filed as Exhibit 5).
24      Powers of Attorney (included on the Signature Page of the
        Registration Statement).