As filed with the Commission on April 28, 1995.
                                     Registration No. 33-        

                 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 issuer as specified in its charter)

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


   10333 North Meridian Street, Suite 300
   Indianapolis, Indiana                               46290
   (Address of Principal Executive Offices)          (Zip Code)
                             ________________

                     BINDLEY WESTERN INDUSTRIES, INC.
                   1993 STOCK OPTION AND INCENTIVE PLAN
                              (Full title of the plan)
                             ________________

                            William E. Bindley
                          Chairman of the Board
                  10333 North Meridian Street, Suite 300
                       Indianapolis, Indiana 46290
                 (Name and address of agent for service)

                              (317) 298-9900
                 (Telephone number, including area code, 
                          of agent for service)

                                Copies to:
                         James A. Aschleman, Esq.
                             Baker & Daniels
                  300 North Meridian Street, Suite 2700
                       Indianapolis, Indiana 46204
                             ________________
<PAGE>






   <TABLE>
   <CAPTION>
                           CALCULATION OF REGISTRATION FEE
                                                                                  
                                    Proposed     Proposed
                                    maximum      maximum
       Title of       Amount        offering    aggregate       Amount of
      securities      to be        price per     offering     registration
   to be registered registered     share (1)    price (1)          fee
                                                                                  
   <S>            <C>              <C>        <C>               <C>
   Common Stock   500,000 shares  $15.125 (2) $7,562,500 (2)   $2,608 (2)
                                                                                  

   </TABLE>

        (1) 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
   market  value  on the  date  options  are granted,  and  shares
   offered  pursuant to  nonqualified stock options  granted under
   the Plan may be offered at any price.

        (2) Calculated  pursuant to  Rule 457(c)  solely for  the
   purpose of  computing the registration fee, upon the average of
   the  high and low prices of the Common Stock as reported by the
   Nasdaq National  Market System  on  April 26,  1995, which  was
   $15.125 per share.
<PAGE>






       The  Registrant s   Registration  Statement   on  Form S-8
   (Registration   No. 33-64828)   is   incorporated   herein   by
   reference.
<PAGE>






                              SIGNATURES

        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
   the 20th day of April, 1995.

                                   BINDLEY WESTERN INDUSTRIES,
                                   INC.


                                   By /s/ William E. Bindley     
                                     William E. Bindley,
                                     President and Chairman of
                                     the Board


                           POWER OF ATTORNEY

        Pursuant to  the requirements  of  the  Securities Act  of
   1933, this Registration Statement has been signed below by  the
   following  persons   in  the  capacities   and  on   the  dates
   indicated.  Each person  whose signature  appears below  hereby
   constitutes William E.  Bindley and  Michael D.  McCormick, and
   each of them  singly, such person's true and lawful  attorneys,
   with  full power  to them  and each  of them  to sign  for such
   person and in  such person's name and capacity indicated below,
   any and all amendments to  this Registration Statement,  hereby
   ratifying  and confirming such person's signature as  it may be
   signed by said attorneys to any and all amendments.

   <TABLE>
   <CAPTION>
             Signature                        Title                      Date     
   <S>                            <C>                               <C>

      /s/ William E. Bindley      Chairman of the Board             April 17, 1995
   William E. Bindley              and President
                                   (Principal Executive Officer);
                                   Director


      /s/ Thomas J. Salentine     Executive Vice President          April 17, 1995
   Thomas J. Salentine             and Chief Financial Officer
                                   (Principal Financial and Accounting 
                                   Officer); Director

         /s/ K. Clay Smith        Director                          April 20, 1995
   K. Clay Smith
<PAGE>






                                  Director                          April __, 1995
   Robert L. Koch, II


                                  Director                          April __, 1995
   James K. Risk, III


      /s/ J. Timothy McGinley     Director                          April 20, 1995
   J. Timothy McGinley


     /s/ Michael D. McCormick     Director                          April 14, 1995
   Michael D. McCormick


                                  Director                          April __, 1995
   William F. Bindley, II


        /s/ Keith W. Burks        Director                          April 14, 1995
   Keith W.  Burks


                                  Director                          April __, 1995
   Seth B.  Harris
   </TABLE>
<PAGE>






                 Consent of Independent Accountants

   We  hereby consent  to the  incorporation by  reference in this
   Registration  Statement  on   Form S-8  of  our   report  dated
   February 27,  1995 appearing  on  page F-1 of  Bindley  Western
   Industries, Inc. Annual Report on Form 10-K for the year  ended
   December 31, 1994.  






   Price Waterhouse LLP
   Indianapolis, Indiana
   April 17, 1995
<PAGE>






                         INDEX TO EXHIBITS
   <TABLE>
   <CAPTION>

                                                                       Page No.
   Exhibit                                                               This
     No.                       Description of Exhibit                   Filing  
   <S>        <C>                                                      <C>
    4-A      1 (i) Amended and Restated Articles of Incorporation
               of Registrant   . . . . . . . . . . . . . . . . . . . .

             2 (ii) Amendment to Restated Articles of Incorporation
                increasing number of authorized shares   . . . . . . .

             3 (iii) Amendment to Restated Articles of Incorporation
               establishing terms of Class A Preferred Stock   . . . .

    4-B      4 (i) Restated By-Laws of Registrant, as Amended  . . . .

             5 (ii) Amendment to Restated By-Laws increasing to 10 the
               number of Directors of Registrant   . . . . . . . . . .

    4-C      6 (i) 1993 Stock Option and Incentive Plan of Registrant  

             7 (ii) Amendments to 1993 Stock Option and Incentive Plan   

     5         Opinion of Baker & Daniels, counsel for Registrant, as to the 
               legality of the securities being registered.  . . . . .

     23        The written consent of Price Waterhouse LLP is contained in this 
               Registration Statement at page 4.
   </TABLE>

   _______________

   1 The copy of this exhibit  filed as exhibit number 3-A to the
     Company's Quarterly  Report  on Form 10-Q  for  the  quarter
     ended June 30, 1987 is incorporated by reference.

   2 The copy of this exhibit filed as exhibit number 4(a)(ii) to
     the   Company's    Registration   Statement    on   Form S-3
     (Registration No. 33-45965) is incorporated by reference.

   3 The copy  of this exhibit  filed as exhibit number 1  to the
     Company's  Quarterly Report  on  Form 10-Q  for the  quarter
     ended June 30, 1992 is incorporated by reference.

   4 The copy of this exhibit filed as exhibit number 4-B  to the
     Company's Registration  Statement on  Form S-3 (Registration
     No. 33-45965) is incorporated by reference.

   5 The copy of this exhibit filed as  exhibit number 3-B(ii) to
     the Company's Annual Report on  Form 10-K for the year ended
     December 31, 1993 is incorporated by reference.
<PAGE>






   6 The copy of this exhibit filed as exhibit number 10-E to the
     Company's  Annual Report  on Form 10-K  for  the year  ended
     December 31, 1992 is incorporated by reference.

   7 The copy of this exhibit filed as exhibit number 10-E to the
     Company s  Annual Report  on Form  10-K for  the year  ended
     December 31, 1993 is incorporated by reference.
<PAGE>
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{"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": "033-58947", "film-number": "95533066"}, "business-address": {"street1": "4212 W 71ST STREET", "city": "INDIANAPOLIS", "state": "IN", "zip": "46268", "phone": "3172989890"}, "mail-address": {"street1": "10333 NORTH MERIDIAN", "street2": "SUITE 300", "city": "INDIANAPOLIS", "state": "IN", "zip": "46290"}}
As filed with the Commission on April 28, 1995.
                                     Registration No. 33-        

                 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 issuer as specified in its charter)

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

   10333 North Meridian Street, Suite 300
   Indianapolis, Indiana                               46290
   (Address of Principal Executive Offices)          (Zip Code)
                             ________________

                     BINDLEY WESTERN INDUSTRIES, INC.
                   1993 STOCK OPTION AND INCENTIVE PLAN
                              (Full title of the plan)
                             ________________

                            William E. Bindley
                          Chairman of the Board
                  10333 North Meridian Street, Suite 300
                       Indianapolis, Indiana 46290
                 (Name and address of agent for service)

                              (317) 298-9900
                 (Telephone number, including area code, 
                          of agent for service)

                                Copies to:
                         James A. Aschleman, Esq.
                             Baker & Daniels
                  300 North Meridian Street, Suite 2700
                       Indianapolis, Indiana 46204
                             ________________
CALCULATION OF REGISTRATION FEE
                                                                                  
                                    Proposed     Proposed
                                    maximum      maximum
       Title of       Amount        offering    aggregate       Amount of
      securities      to be        price per     offering     registration
   to be registered registered     share (1)    price (1)          fee
Common Stock   500,000 shares  $15.125 (2) $7,562,500 (2)   $2,608 (2)
(1) 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
   market  value  on the  date  options  are granted,  and  shares
   offered  pursuant to  nonqualified stock options  granted under
   the Plan may be offered at any price.

        (2) Calculated  pursuant to  Rule 457(c)  solely for  the
   purpose of  computing the registration fee, upon the average of
   the  high and low prices of the Common Stock as reported by the
   Nasdaq National  Market System  on  April 26,  1995, which  was
   $15.125 per share.
The  Registrant s   Registration  Statement   on  Form S-8
   (Registration   No. 33-64828)   is   incorporated   herein   by
   reference.
SIGNATURES

        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
   the 20th day of April, 1995.

                                   BINDLEY WESTERN INDUSTRIES,
                                   INC.

                                   By /s/ William E. Bindley     
                                     William E. Bindley,
                                     President and Chairman of
                                     the Board

                           POWER OF ATTORNEY

        Pursuant to  the requirements  of  the  Securities Act  of
   1933, this Registration Statement has been signed below by  the
   following  persons   in  the  capacities   and  on   the  dates
   indicated.  Each person  whose signature  appears below  hereby
   constitutes William E.  Bindley and  Michael D.  McCormick, and
   each of them  singly, such person's true and lawful  attorneys,
   with  full power  to them  and each  of them  to sign  for such
   person and in  such person's name and capacity indicated below,
   any and all amendments to  this Registration Statement,  hereby
   ratifying  and confirming such person's signature as  it may be
   signed by said attorneys to any and all amendments.
Signature                        Title                      Date
/s/ William E. Bindley      Chairman of the Board             April 17, 1995
   William E. Bindley              and President
                                   (Principal Executive Officer);
                                   Director

      /s/ Thomas J. Salentine     Executive Vice President          April 17, 1995
   Thomas J. Salentine             and Chief Financial Officer
                                   (Principal Financial and Accounting 
                                   Officer); Director

         /s/ K. Clay Smith        Director                          April 20, 1995
   K. Clay Smith
Director                          April __, 1995
   Robert L. Koch, II

                                  Director                          April __, 1995
   James K. Risk, III

      /s/ J. Timothy McGinley     Director                          April 20, 1995
   J. Timothy McGinley

     /s/ Michael D. McCormick     Director                          April 14, 1995
   Michael D. McCormick

                                  Director                          April __, 1995
   William F. Bindley, II

        /s/ Keith W. Burks        Director                          April 14, 1995
   Keith W.  Burks

                                  Director                          April __, 1995
   Seth B.  Harris
Consent of Independent Accountants

   We  hereby consent  to the  incorporation by  reference in this
   Registration  Statement  on   Form S-8  of  our   report  dated
   February 27,  1995 appearing  on  page F-1 of  Bindley  Western
   Industries, Inc. Annual Report on Form 10-K for the year  ended
   December 31, 1994.  

   Price Waterhouse LLP
   Indianapolis, Indiana
   April 17, 1995
INDEX TO EXHIBITS
Page No.
   Exhibit                                                               This
     No.                       Description of Exhibit                   Filing
4-A      1 (i) Amended and Restated Articles of Incorporation
               of Registrant   . . . . . . . . . . . . . . . . . . . .

             2 (ii) Amendment to Restated Articles of Incorporation
                increasing number of authorized shares   . . . . . . .

             3 (iii) Amendment to Restated Articles of Incorporation
               establishing terms of Class A Preferred Stock   . . . .

    4-B      4 (i) Restated By-Laws of Registrant, as Amended  . . . .

             5 (ii) Amendment to Restated By-Laws increasing to 10 the
               number of Directors of Registrant   . . . . . . . . . .

    4-C      6 (i) 1993 Stock Option and Incentive Plan of Registrant  

             7 (ii) Amendments to 1993 Stock Option and Incentive Plan   

     5         Opinion of Baker & Daniels, counsel for Registrant, as to the 
               legality of the securities being registered.  . . . . .

     23        The written consent of Price Waterhouse LLP is contained in this 
               Registration Statement at page 4.
_______________

   1 The copy of this exhibit  filed as exhibit number 3-A to the
     Company's Quarterly  Report  on Form 10-Q  for  the  quarter
     ended June 30, 1987 is incorporated by reference.

   2 The copy of this exhibit filed as exhibit number 4(a)(ii) to
     the   Company's    Registration   Statement    on   Form S-3
     (Registration No. 33-45965) is incorporated by reference.

   3 The copy  of this exhibit  filed as exhibit number 1  to the
     Company's  Quarterly Report  on  Form 10-Q  for the  quarter
     ended June 30, 1992 is incorporated by reference.

   4 The copy of this exhibit filed as exhibit number 4-B  to the
     Company's Registration  Statement on  Form S-3 (Registration
     No. 33-45965) is incorporated by reference.

   5 The copy of this exhibit filed as  exhibit number 3-B(ii) to
     the Company's Annual Report on  Form 10-K for the year ended
     December 31, 1993 is incorporated by reference.
6 The copy of this exhibit filed as exhibit number 10-E to the
     Company's  Annual Report  on Form 10-K  for  the year  ended
     December 31, 1992 is incorporated by reference.

   7 The copy of this exhibit filed as exhibit number 10-E to the
     Company s  Annual Report  on Form  10-K for  the year  ended
     December 31, 1993 is incorporated by reference.