As filed with the Securities and
Exchange Commission on November 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)


                      CENTRAL PHARMACY SERVICES, INC.
                          1993 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 TO       PROPOSED MAXIMUM   PROPOSED        AMOUNT OF
SECURITIES    BE              OFFERING PRICE     MAXIMUM         REGISTRATION
TO BE         REGISTERED      PER SHARE (2)      AGGREGATE       FEE
REGISTERED    (1)                                OFFERING
                                                 PRICE (2)
<S>           <C>             <C>                <C>             <C>
Common        326,595         $14.8438           $4,847,911      $1,347.72
Stock,
$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 incentive  stock  options  granted  under the Plan are to be
   offered at not less than the fair market value of  one  share  of Common
   Stock on the date the options are granted and shares offered pursuant to
   nonstatutory stock options 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 November 12, 1999, which was $14.8438 per share.
<PAGE>
                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

    *Information required  by  Part  I  of  Form S-8 to be contained in the
Section  10(a) Prospectus is omitted from this  Registration  Statement  in
accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8.


                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents heretofore filed by Bindley Western Industries,
Inc. (the  "Registrant")  with  the  Securities and Exchange Commission are
incorporated by reference in this Registration Statement:

    (1) The Registrant's Annual Report  on  Form  10-K  for the fiscal year
        ended December 31, 1998;

    (2) The Registrant's Quarterly Reports on Forms 10-Q  for the quarterly
        periods ended March 31, 1999, June 30, 1999 and September 30, 1999;

    (3) The Registrant's Current Reports on Forms 8-K filed  on  January 4,
        1999, August 23, 1999 and November 17, 1999; and

    (4) The description of the Registrant's Common Stock contained  in  the
        Registrant's  Registration  Statement  on  Form  8-A filed with the
        Securities and Exchange Commission on December 2,  1983,  including
        any  amendment  or  report  filed  for the purpose of updating such
        description.

    In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Sections 13(a), 13(c), 14  and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"),  prior  to  the  filing  of a
post-effective amendment which indicates that all securities offered hereby
have  been  sold  or  which  deregisters all securities offered hereby then
remaining unsold, shall be deemed  to  be incorporated by reference in this
Registration Statement and to be a part  hereof from their respective dates
of filing.

    The Registrant will promptly provide without  charge  to each person to
whom a prospectus is delivered, a copy of any or all information  that  has
been  incorporated  herein  by  reference  (not  including  exhibits to the
information  that  is  incorporated  by reference unless such exhibits  are
specifically incorporated by reference  into  such  information),  upon the
written  or  oral  request of such person directed to the Secretary of  the
Registrant  at  its principal  offices,  8909  Purdue  Road,  Indianapolis,
Indiana, 46268, (317) 704-4000.

ITEM 4. DESCRIPTION OF SECURITIES.

    Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not Applicable.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

    The following is a summary of the general effect of the indemnification
provisions  of  the   Registrant's   Amended   and   Restated  Articles  of
Incorporation and of the indemnification provided for  under  Indiana  law.
All statements made herein, which are only intended to summarize the above-
referenced  provisions, are qualified in their entirety by reference to the
Registrant's Amended and Restated Articles of Incorporation and the Indiana
Business Corporation Law (the "IBCL").

    The Amended  and  Restated  Articles of Incorporation of the Registrant
provide for the indemnification of  the  directors, officers, employees and
agents of the Registrant (or those serving at the request of the Registrant
as  such for another entity, including an employee  benefit  plan)  against
expenses,  judgments,  settlements, penalties and fines that my be incurred
by them in connection with  or  resulting  from  any pending, threatened or
completed   claim,   action,   suit   or   proceeding,   civil,   criminal,
administrative or investigative, formal or informal, to which they are made
parties if they are determined to have acted in good faith  and in a manner
they  reasonably believed to be in the best interests of the Registrant  or
at least  not  opposed  to  the  best  interests of the Registrant (or with
respect to an employee benefit plan, if  they reasonably believed they were
acting  in  conformity  with  ERISA or if they  reasonably  believed  their
actions to be in the interests  of  the participants in or beneficiaries of
the  plan) and, with respect to any criminal  action  or  proceeding,  they
either  had  reasonable cause to believe their conduct was lawful or had no
reasonable  cause   to   believe   their   conduct   was   unlawful.   Such
indemnification is required where there is termination of a  claim  against
an individual without any finding of liability or guilt against him and  in
cases where a court approves, with knowledge of the indemnity provided, the
settlement  of a claim.  The Amended and Restated Articles of Incorporation
of  the Registrant  also  set  forth  the  procedures  to  be  followed  in
connection with a claim for indemnification.

    Under  the  IBCL, a corporation may indemnify any individual who was or
is a 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 and whether formal or informal,  by  reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or, while a director of a corporation, is or was serving at the
request  of  the  corporation  as  a  director,  officer,  partner, member,
manager,  trustee,  employee  or  agent  of  another  foreign  or  domestic
corporation, partnership, limited liability company, joint venture,  trust,
employee  benefit  plan  or  other  enterprise,  whether for profit or not,
against  reasonable  expenses  (including counsel fees),  judgments,  fines
(including any excise tax assessed  with  respect  to  an  employee benefit
plan),  penalties  and  amounts  paid  in  settlement  incurred by  him  in
connection  with such action, suit or proceeding (i) if he  acted  in  good
faith, and (ii)  in  the  case of conduct in his official capacity with the
corporation,  if  he reasonably  believed  his  conduct  was  in  the  best
interests of the corporation  or,  in  all  other  cases,  if he reasonably
believed his conduct was at least not opposed to the best interests  of the
corporation  (or with respect to an employee benefit plan, if he reasonably
believed his conduct  was  in  the  interests  of  the  participants in and
beneficiaries of the plan), and (iii) with respect to any  criminal  action
or proceeding, if he had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful.

    The  IBCL further provides that a corporation shall, unless limited  by
its articles  of  incorporation,  indemnify  a  director or officer who was
wholly  successful,  on  the merits or otherwise, in  the  defense  of  any
action, suit or proceeding  to  which he was a party because he is or was a
director or officer of the corporation against reasonable expenses incurred
by him in connection therewith.   The  IBCL  empowers  a corporation, under
certain  circumstances,  to advance to an individual expenses  incurred  in
connection  with  an  action,   suit  or  proceeding  prior  to  the  final
disposition thereof.  The IBCL also  provides  that,  unless limited by the
corporation's articles of incorporation, a court of competent  jurisdiction
may,  in  certain  cases,  order  indemnification  of a director or officer
irrespective  of  whether  the  director or officer met  the  standards  of
conduct set forth above.

    In addition, the Registrant has  a  directors'  and officers' liability
policy  that  insures  against  certain liabilities, including  liabilities
under the Securities Act, subject to applicable retentions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

    Not Applicable.

ITEM 8. EXHIBITS.

    The list of Exhibits is incorporated  herein  by reference to the Index
    to Exhibits.

ITEM 9. UNDERTAKINGS.

    The undersigned Registrant hereby undertakes:

    (1) To file, during any period in which offers or sales are being made,
        a post-effective amendment to this Registration Statement:

        (i)To include any prospectus required by section  10(a)(3)  of  the
           Securities Act of 1933;

        (ii)To  reflect in the prospectus any facts or events arising after
           the effective  date  of  the Registration Statement (or the most
           recent post-effective amendment  thereof) which, individually or
           in  the  aggregate,  represent  a  fundamental   change  in  the
           information set forth in the Registration Statement;

        (iii)To include any material information with respect  to  the plan
           of  distribution  not  previously  disclosed in the Registration
           Statement  or any material change to  such  information  in  the
           Registration Statement;

        Provided, however,  that paragraphs (1)(i) and (1)(ii) do not apply
        if the information required  to  be  included  in  a post-effective
        amendment  by  those  paragraphs  is contained in periodic  reports
        filed by the Registrant pursuant to  section 13 or section 15(d) of
        the  Securities  Exchange  Act  of 1934 that  are  incorporated  by
        reference in the Registration Statement.

    (2) That,  for  the  purpose of determining  any  liability  under  the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed  to  be  a  new   registration  statement  relating  to  the
        securities offered therein,  and the offering of such securities at
        that time shall be deemed to be  the  initial  bona  fide  offering
        thereof.

    (3) To  remove from registration by means of a post-effective amendment
        any of  the  securities being registered which remain unsold at the
        termination of the offering.

    The undersigned Registrant  hereby  undertakes  that,  for  purposes of
determining any liability under the Securities Act of 1933, each  filing of
the  Registrant's annual report pursuant to section 13(a) or section  15(d)
of the  Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's  annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934)  that  is incorporated by reference in
the  Registration  Statement  shall  be deemed to  be  a  new  registration
statement relating to the securities offered  therein,  and the offering of
such  securities at that time shall be deemed to be the initial  bona  fide
offering thereof.

    Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the  Registrant  pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised  that  in  the  opinion  of  the Securities and
Exchange  Commission  such  indemnification  is  against public  policy  as
expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities  (other than the payment
by  the Registrant of expenses incurred or paid by a director,  officer  or
controlling  person  of  the  Registrant  in  the successful defense of any
action,  suit  or  proceeding)  is asserted by such  director,  officer  or
controlling person in connection  with the securities being registered, the
Registrant will, unless in the opinion  of  its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction the question whether such indemnification  by  it  is  against
public  policy  as  expressed  in the Act and will be governed by the final
adjudication of such issue.

<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 November 16, 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,          November 16, 1999
    William E. Bindley        Chief Executive Officer
                              and Director
                              (Principal Executive Officer)

 /S/ WILLIAM E. BINDLEY, II   Director                      November 16, 1999
    William E. Bindley, II

   /S/ KEITH W. BURKS         Director                      November 16, 1999
     Keith W. Burks

   /S/ SETH B. HARRIS         Director                      November 16, 1999
     Seth B. Harris

  /S/ ROBERT L. KOCH, II      Director                      November 16, 1999
   Robert L. Koch, II

 /S/ MICHAEL D. MCCORMICK     Executive Vice President,     November 16, 1999
  Michael D. McCormick        General Counsel, Secretary
                              and Director

  /S/ J. TIMOTHY MCGINLEY     Director                      November 16, 1999
   J. Timothy McGinley

  /S/ JAMES K. RISK, III      Director                      November 16, 1999
   James K. Risk, III

  /S/ THOMAS J. SALENTINE     Executive Vice President,     November 16, 1999
   Thomas J. Salentine        Chief Financial Officer and
                              Director (Principal
                              Accounting and Financial
                              Officer)

    /S/ K. CLAY SMITH         Director                      November 16, 1999
      K. Clay Smith

   /S/ CAROLYN Y. WOO         Director                      November 16, 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.)
        (v) Amendment to Restated Articles of Incorporation increasing
        number of authorized shares.  (The copy of this Exhibit filed as
        Exhibit 4 to the Registrant's Current Report on Form 8-K dated June
        11, 1999 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     Central Pharmacy Services, Inc. 1993 Stock Option Plan, as amended
        to date.  (The copy of this Exhibit filed as Exhibit 10-CC to the
        Registrant's Quarterly Report on Form 10-Q for the Quarter ended
        September 30, 1999 is incorporated herein by reference.)
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 Ernst & Young LLP.
23.3    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": 21462}]
{"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": "333-91153", "film-number": "99759847"}, "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 November 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)

                      CENTRAL PHARMACY SERVICES, INC.
                          1993 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 TO       PROPOSED MAXIMUM   PROPOSED        AMOUNT OF
SECURITIES    BE              OFFERING PRICE     MAXIMUM         REGISTRATION
TO BE         REGISTERED      PER SHARE (2)      AGGREGATE       FEE
REGISTERED    (1)                                OFFERING
                                                 PRICE (2)
Common        326,595         $14.8438           $4,847,911      $1,347.72
Stock,
$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 incentive  stock  options  granted  under the Plan are to be
   offered at not less than the fair market value of  one  share  of Common
   Stock on the date the options are granted and shares offered pursuant to
   nonstatutory stock options 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 November 12, 1999, which was $14.8438 per share.
PART I

           INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

    *Information required  by  Part  I  of  Form S-8 to be contained in the
Section  10(a) Prospectus is omitted from this  Registration  Statement  in
accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents heretofore filed by Bindley Western Industries,
Inc. (the  "Registrant")  with  the  Securities and Exchange Commission are
incorporated by reference in this Registration Statement:

    (1) The Registrant's Annual Report  on  Form  10-K  for the fiscal year
        ended December 31, 1998;

    (2) The Registrant's Quarterly Reports on Forms 10-Q  for the quarterly
        periods ended March 31, 1999, June 30, 1999 and September 30, 1999;

    (3) The Registrant's Current Reports on Forms 8-K filed  on  January 4,
        1999, August 23, 1999 and November 17, 1999; and

    (4) The description of the Registrant's Common Stock contained  in  the
        Registrant's  Registration  Statement  on  Form  8-A filed with the
        Securities and Exchange Commission on December 2,  1983,  including
        any  amendment  or  report  filed  for the purpose of updating such
        description.

    In  addition,  all  documents  subsequently  filed  by  the  Registrant
pursuant to Sections 13(a), 13(c), 14  and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"),  prior  to  the  filing  of a
post-effective amendment which indicates that all securities offered hereby
have  been  sold  or  which  deregisters all securities offered hereby then
remaining unsold, shall be deemed  to  be incorporated by reference in this
Registration Statement and to be a part  hereof from their respective dates
of filing.

    The Registrant will promptly provide without  charge  to each person to
whom a prospectus is delivered, a copy of any or all information  that  has
been  incorporated  herein  by  reference  (not  including  exhibits to the
information  that  is  incorporated  by reference unless such exhibits  are
specifically incorporated by reference  into  such  information),  upon the
written  or  oral  request of such person directed to the Secretary of  the
Registrant  at  its principal  offices,  8909  Purdue  Road,  Indianapolis,
Indiana, 46268, (317) 704-4000.

ITEM 4. DESCRIPTION OF SECURITIES.

    Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not Applicable.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

    The following is a summary of the general effect of the indemnification
provisions  of  the   Registrant's   Amended   and   Restated  Articles  of
Incorporation and of the indemnification provided for  under  Indiana  law.
All statements made herein, which are only intended to summarize the above-
referenced  provisions, are qualified in their entirety by reference to the
Registrant's Amended and Restated Articles of Incorporation and the Indiana
Business Corporation Law (the "IBCL").

    The Amended  and  Restated  Articles of Incorporation of the Registrant
provide for the indemnification of  the  directors, officers, employees and
agents of the Registrant (or those serving at the request of the Registrant
as  such for another entity, including an employee  benefit  plan)  against
expenses,  judgments,  settlements, penalties and fines that my be incurred
by them in connection with  or  resulting  from  any pending, threatened or
completed   claim,   action,   suit   or   proceeding,   civil,   criminal,
administrative or investigative, formal or informal, to which they are made
parties if they are determined to have acted in good faith  and in a manner
they  reasonably believed to be in the best interests of the Registrant  or
at least  not  opposed  to  the  best  interests of the Registrant (or with
respect to an employee benefit plan, if  they reasonably believed they were
acting  in  conformity  with  ERISA or if they  reasonably  believed  their
actions to be in the interests  of  the participants in or beneficiaries of
the  plan) and, with respect to any criminal  action  or  proceeding,  they
either  had  reasonable cause to believe their conduct was lawful or had no
reasonable  cause   to   believe   their   conduct   was   unlawful.   Such
indemnification is required where there is termination of a  claim  against
an individual without any finding of liability or guilt against him and  in
cases where a court approves, with knowledge of the indemnity provided, the
settlement  of a claim.  The Amended and Restated Articles of Incorporation
of  the Registrant  also  set  forth  the  procedures  to  be  followed  in
connection with a claim for indemnification.

    Under  the  IBCL, a corporation may indemnify any individual who was or
is a 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 and whether formal or informal,  by  reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or, while a director of a corporation, is or was serving at the
request  of  the  corporation  as  a  director,  officer,  partner, member,
manager,  trustee,  employee  or  agent  of  another  foreign  or  domestic
corporation, partnership, limited liability company, joint venture,  trust,
employee  benefit  plan  or  other  enterprise,  whether for profit or not,
against  reasonable  expenses  (including counsel fees),  judgments,  fines
(including any excise tax assessed  with  respect  to  an  employee benefit
plan),  penalties  and  amounts  paid  in  settlement  incurred by  him  in
connection  with such action, suit or proceeding (i) if he  acted  in  good
faith, and (ii)  in  the  case of conduct in his official capacity with the
corporation,  if  he reasonably  believed  his  conduct  was  in  the  best
interests of the corporation  or,  in  all  other  cases,  if he reasonably
believed his conduct was at least not opposed to the best interests  of the
corporation  (or with respect to an employee benefit plan, if he reasonably
believed his conduct  was  in  the  interests  of  the  participants in and
beneficiaries of the plan), and (iii) with respect to any  criminal  action
or proceeding, if he had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful.

    The  IBCL further provides that a corporation shall, unless limited  by
its articles  of  incorporation,  indemnify  a  director or officer who was
wholly  successful,  on  the merits or otherwise, in  the  defense  of  any
action, suit or proceeding  to  which he was a party because he is or was a
director or officer of the corporation against reasonable expenses incurred
by him in connection therewith.   The  IBCL  empowers  a corporation, under
certain  circumstances,  to advance to an individual expenses  incurred  in
connection  with  an  action,   suit  or  proceeding  prior  to  the  final
disposition thereof.  The IBCL also  provides  that,  unless limited by the
corporation's articles of incorporation, a court of competent  jurisdiction
may,  in  certain  cases,  order  indemnification  of a director or officer
irrespective  of  whether  the  director or officer met  the  standards  of
conduct set forth above.

    In addition, the Registrant has  a  directors'  and officers' liability
policy  that  insures  against  certain liabilities, including  liabilities
under the Securities Act, subject to applicable retentions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

    Not Applicable.

ITEM 8. EXHIBITS.

    The list of Exhibits is incorporated  herein  by reference to the Index
    to Exhibits.

ITEM 9. UNDERTAKINGS.

    The undersigned Registrant hereby undertakes:

    (1) To file, during any period in which offers or sales are being made,
        a post-effective amendment to this Registration Statement:

        (i)To include any prospectus required by section  10(a)(3)  of  the
           Securities Act of 1933;

        (ii)To  reflect in the prospectus any facts or events arising after
           the effective  date  of  the Registration Statement (or the most
           recent post-effective amendment  thereof) which, individually or
           in  the  aggregate,  represent  a  fundamental   change  in  the
           information set forth in the Registration Statement;

        (iii)To include any material information with respect  to  the plan
           of  distribution  not  previously  disclosed in the Registration
           Statement  or any material change to  such  information  in  the
           Registration Statement;

        Provided, however,  that paragraphs (1)(i) and (1)(ii) do not apply
        if the information required  to  be  included  in  a post-effective
        amendment  by  those  paragraphs  is contained in periodic  reports
        filed by the Registrant pursuant to  section 13 or section 15(d) of
        the  Securities  Exchange  Act  of 1934 that  are  incorporated  by
        reference in the Registration Statement.

    (2) That,  for  the  purpose of determining  any  liability  under  the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed  to  be  a  new   registration  statement  relating  to  the
        securities offered therein,  and the offering of such securities at
        that time shall be deemed to be  the  initial  bona  fide  offering
        thereof.

    (3) To  remove from registration by means of a post-effective amendment
        any of  the  securities being registered which remain unsold at the
        termination of the offering.

    The undersigned Registrant  hereby  undertakes  that,  for  purposes of
determining any liability under the Securities Act of 1933, each  filing of
the  Registrant's annual report pursuant to section 13(a) or section  15(d)
of the  Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's  annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934)  that  is incorporated by reference in
the  Registration  Statement  shall  be deemed to  be  a  new  registration
statement relating to the securities offered  therein,  and the offering of
such  securities at that time shall be deemed to be the initial  bona  fide
offering thereof.

    Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the  Registrant  pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised  that  in  the  opinion  of  the Securities and
Exchange  Commission  such  indemnification  is  against public  policy  as
expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities  (other than the payment
by  the Registrant of expenses incurred or paid by a director,  officer  or
controlling  person  of  the  Registrant  in  the successful defense of any
action,  suit  or  proceeding)  is asserted by such  director,  officer  or
controlling person in connection  with the securities being registered, the
Registrant will, unless in the opinion  of  its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction the question whether such indemnification  by  it  is  against
public  policy  as  expressed  in the Act and will be governed by the final
adjudication of such issue.
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 November 16, 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,          November 16, 1999
    William E. Bindley        Chief Executive Officer
                              and Director
                              (Principal Executive Officer)

 /S/ WILLIAM E. BINDLEY, II   Director                      November 16, 1999
    William E. Bindley, II

   /S/ KEITH W. BURKS         Director                      November 16, 1999
     Keith W. Burks

   /S/ SETH B. HARRIS         Director                      November 16, 1999
     Seth B. Harris

  /S/ ROBERT L. KOCH, II      Director                      November 16, 1999
   Robert L. Koch, II

 /S/ MICHAEL D. MCCORMICK     Executive Vice President,     November 16, 1999
  Michael D. McCormick        General Counsel, Secretary
                              and Director

  /S/ J. TIMOTHY MCGINLEY     Director                      November 16, 1999
   J. Timothy McGinley

  /S/ JAMES K. RISK, III      Director                      November 16, 1999
   James K. Risk, III

  /S/ THOMAS J. SALENTINE     Executive Vice President,     November 16, 1999
   Thomas J. Salentine        Chief Financial Officer and
                              Director (Principal
                              Accounting and Financial
                              Officer)

    /S/ K. CLAY SMITH         Director                      November 16, 1999
      K. Clay Smith

   /S/ CAROLYN Y. WOO         Director                      November 16, 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.)
        (v) Amendment to Restated Articles of Incorporation increasing
        number of authorized shares.  (The copy of this Exhibit filed as
        Exhibit 4 to the Registrant's Current Report on Form 8-K dated June
        11, 1999 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     Central Pharmacy Services, Inc. 1993 Stock Option Plan, as amended
        to date.  (The copy of this Exhibit filed as Exhibit 10-CC to the
        Registrant's Quarterly Report on Form 10-Q for the Quarter ended
        September 30, 1999 is incorporated herein by reference.)
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 Ernst & Young LLP.
23.3    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).