As filed with the Securities and
Exchange Commission on July 31, 1998                 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.)

 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)

                       MICHAEL D. MCCORMICK
  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)

                             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 SECURITIES    AMOUNT TO BE      PROPOSED MAXIMUM      PROPOSED MAXIMUM         AMOUNT OF
    TO REGISTERED      REGISTERED (1)    OFFERING PRICE PER    AGGREGATE OFFERING    REGISTRATION FEE
                                              SHARE (2)             PRICE (2)
<S>                   <C>               <C>                   <C>                   <C>
Common Stock,             1,000,000         $30.1563 (3)         $30,156,300 (3)       $8,896.11 (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 incentive stock options  granted  under  the  Plan  are  to  be
    offered  at  not  less  than  the  market value on the date the options are
    granted, and 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 July 28, 1998, which was $30.1563 per share.
<PAGE>
The Registrant's Registration Statements on Form S-8 (Registration Nos. 33-
64828, 33-58947 and 333-04517) are 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 July 30, 1998.

                                BINDLEY WESTERN INDUSTRIES, INC.


[CAPTION]
                                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.
<TABLE>
<CAPTION>
SIGNATURE                            TITLE                           DATE
<S>                                  <C>                             <C>
            /S/ WILLIAM E. BINDLEY   Chairman, President, Chief      July 30, 1998
  William E. Bindley                 Executive Officer and Director
                                     (Principal Executive Officer)
           /S/ WILLIAM F. BINDLEY, II  Director                      July 30, 1998
  William F. Bindley, II
   /S/ KEITH W. BURKS                Executive Vice President        July 30, 1998
  Keith W. Burks                     and Director
   /S/ SETH B. HARRIS                Director                        July 30, 1998
  Seth B. Harris
  /S/ ROBERT L. KOCH, II             Director                        July 30, 1998
  Robert L. Koch, II
  /S/ MICHAEL D. MCCORMICK           Executive Vice President,       July 30, 1998
  Michael D. McCormick               General Counsel, Secretary
                                     and Director
            /S/ J. TIMOTHY MCGINLEY  Director                        July 30, 1998
  J. Timothy McGinley
            /S/ JAMES K. RISK, III   Director                        July 30, 1998
  James K. Risk, III
            /S/ THOMAS J. SALENTINE  Executive Vice President,       July 30, 1998
  Thomas J. Salentine                Chief Financial Officer
                                     and Director (Principal
                                     Accounting and Financial
                                     Officer)
   /S/ K. CLAY SMITH                 Director                        July 30, 1998
  K. Clay Smith
                                     Director
  Carolyn Y. Woo
</TABLE>
<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 number 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)  1993 Stock Option and Incentive Plan of Registrant.  (The copy
                          of this Exhibit filed as Exhibit 10-E to the Registrant's Annual
                          Report on Form 10-K for the year ended December 31, 1992 is
                          incorporated herein by reference.
                          (ii)  First Amendment to the 1993 Stock Option and Incentive Plan of
                          the Registrant.  (The copy of this Exhibit filed as Exhibit 4-C(ii)
                          to the Registrant's Registration Statement on Form S-8 (Registration
                          No. 333-04517) is incorporated herein by reference.)
                          (iii)  Second Amendment to the 1993 Stock Option and Incentive Plan
                          of the Registrant.  (The copy of this Exhibit filed as Exhibit 4-
                          C(iii) to the Registrant's Registration Statement on Form S-8
                          (Registration No. 333-04517) is incorporated herein by reference.)
                          (iv)  Third Amendment to the 1993 Stock Option and Incentive Plan of
                          Registrant.
                          (v)  Fourth Amendment to the 1993 Stock Option and Incentive Plan of
                          Registrant.
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": 11159}]
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As filed with the Securities and
Exchange Commission on July 31, 1998                 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.)

 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)

                       MICHAEL D. MCCORMICK
  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)

                             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 SECURITIES    AMOUNT TO BE      PROPOSED MAXIMUM      PROPOSED MAXIMUM         AMOUNT OF
    TO REGISTERED      REGISTERED (1)    OFFERING PRICE PER    AGGREGATE OFFERING    REGISTRATION FEE
                                              SHARE (2)             PRICE (2)
Common Stock,             1,000,000         $30.1563 (3)         $30,156,300 (3)       $8,896.11 (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 incentive stock options  granted  under  the  Plan  are  to  be
    offered  at  not  less  than  the  market value on the date the options are
    granted, and 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 July 28, 1998, which was $30.1563 per share.
The Registrant's Registration Statements on Form S-8 (Registration Nos. 33-
64828, 33-58947 and 333-04517) are 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 July 30, 1998.

                                BINDLEY WESTERN INDUSTRIES, INC.

[CAPTION]
                                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      July 30, 1998
  William E. Bindley                 Executive Officer and Director
                                     (Principal Executive Officer)
           /S/ WILLIAM F. BINDLEY, II  Director                      July 30, 1998
  William F. Bindley, II
   /S/ KEITH W. BURKS                Executive Vice President        July 30, 1998
  Keith W. Burks                     and Director
   /S/ SETH B. HARRIS                Director                        July 30, 1998
  Seth B. Harris
  /S/ ROBERT L. KOCH, II             Director                        July 30, 1998
  Robert L. Koch, II
  /S/ MICHAEL D. MCCORMICK           Executive Vice President,       July 30, 1998
  Michael D. McCormick               General Counsel, Secretary
                                     and Director
            /S/ J. TIMOTHY MCGINLEY  Director                        July 30, 1998
  J. Timothy McGinley
            /S/ JAMES K. RISK, III   Director                        July 30, 1998
  James K. Risk, III
            /S/ THOMAS J. SALENTINE  Executive Vice President,       July 30, 1998
  Thomas J. Salentine                Chief Financial Officer
                                     and Director (Principal
                                     Accounting and Financial
                                     Officer)
   /S/ K. CLAY SMITH                 Director                        July 30, 1998
  K. Clay Smith
                                     Director
  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 number 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)  1993 Stock Option and Incentive Plan of Registrant.  (The copy
                          of this Exhibit filed as Exhibit 10-E to the Registrant's Annual
                          Report on Form 10-K for the year ended December 31, 1992 is
                          incorporated herein by reference.
                          (ii)  First Amendment to the 1993 Stock Option and Incentive Plan of
                          the Registrant.  (The copy of this Exhibit filed as Exhibit 4-C(ii)
                          to the Registrant's Registration Statement on Form S-8 (Registration
                          No. 333-04517) is incorporated herein by reference.)
                          (iii)  Second Amendment to the 1993 Stock Option and Incentive Plan
                          of the Registrant.  (The copy of this Exhibit filed as Exhibit 4-
                          C(iii) to the Registrant's Registration Statement on Form S-8
                          (Registration No. 333-04517) is incorporated herein by reference.)
                          (iv)  Third Amendment to the 1993 Stock Option and Incentive Plan of
                          Registrant.
                          (v)  Fourth Amendment to the 1993 Stock Option and Incentive Plan of
                          Registrant.
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).