As filed with the Securities and
Exchange Commission on June 29 , 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)

                             PROFIT SHARING PLAN OF
                 BINDLEY WESTERN INDUSTRIES, INC. & SUBSIDIARIES
                            (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>
   <S>                     <C>                 <C>                      <C>                   <C>   
   -----------------------------------------------------------------------------
     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,                750,000               $29.00               $21,750,000              $6,417
   $0.01 par value.......
   =============================================================================
</TABLE>


(1)  In addition,  pursuant to Rule 416(c) under the Securities Act of 1933 (the
     "Securities Act"), this Registration Statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the employee  benefit
     plan described herein. Pursuant to Rule 457(h)(2) under the Securities Act,
     no separate fee is required to register such interests.

(2)  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 June 26, 1998, which was $29.00 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, 1997;

         (2)      The  Registrant's  Quarterly  Report on Form  10-Q for the
                  quarter ended March 31, 1998; and

         (3)      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 or the
Profit Sharing Plan of Bindley  Western  Industries,  Inc. &  Subsidiaries  (the
"Plan")  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,
10333 North Meridian  Street,  Suite 300,  Indianapolis,  Indiana  46290,  (317)
298-9900.

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 may 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.

         The Registrant  hereby  undertakes that it will submit or has submitted
the Plan and any amendment  thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code.

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 June 29,
1998.

                                             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 of  1933,  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,               June 29, 1998
----------------------         Chief  Executive      
    William E. Bindley         Officer and Director 
                               (Principal Executive Officer)

/s/ William F. Bindley, II     Director                           June 29, 1998
--------------------------
    William F. Bindley, II

/s/ Keith W. Burks             Executive Vice President           June 29, 1998
------------------             and Director
    Keith W. Burks

/s/ Seth B.Harris              Director                           June 29, 1998
-----------------
    Seth B. Harris

/s/ Robert L. Koch, II         Director                           June 29, 1998
----------------------
    Robert L. Koch, II

/s/ Michael D. McCormick       Executive Vice President,          June 29, 1998
------------------------       General Counsel, Secretary
    Michael D. McCormick       and Director

/s/ J. Timothy McGinley        Director                           June 29, 1998
-----------------------
    J. Timothy McGinley

/s/ James K. Risk, III         Director                           June 29, 1998
----------------------
    James K. Risk, III

/s/ Thomas J. Salentine        Executive Vice President,          June 29, 1998
-----------------------        Chief Financial Officer
    Thomas J. Salentine        and Director (Principal 
                               Accounting and Financial Officer)

/s/ K. Clay Smith              Director                           June 29, 1998
-----------------
    K. Clay Smith

/s/ Carolyn Y. Woo             Director                           June 29, 1998
------------------
    Carolyn Y. Woo


      The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer  the employee  benefit plan) have 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 June 29, 1998.

                                                 PROFIT SHARING PLAN OF BINDLEY
                                                 WESTERN INDUSTRIES, INC. &
                                                 SUBSIDIARIES


                                                  By:/s/Marion McDermott
                                                     Name: Marion McDermott
                                                     Title:  Plan Administrator


<PAGE>



                                INDEX TO EXHIBITS
                                                                
        Exhibit
           No.                Description of Exhibit
          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  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 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 by reference.)

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

          4.2        Restated By-Laws of the Registrant, as amended to date.

          4.3        Profit Sharing Plan of Bindley Western Industries, Inc. & 
                     Subsidiaries.

           23        Consent of Price Waterhouse LLP.

           24        Powers  of  Attorney  (included  on  the  Signature  Page  
                     of the Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "BINDLEY WESTERN S-8", "secsgml_size_bytes": 22747}]
{"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": "333-57975", "film-number": "98656333"}, "business-address": {"street1": "10333 N MERIDIAN ST", "street2": "STE 300", "city": "INDIANAPOLIS", "state": "IN", "zip": "46290", "phone": "3172989890"}, "mail-address": {"street1": "10333 NORTH MERIDIAN", "street2": "SUITE 300", "city": "INDIANAPOLIS", "state": "IN", "zip": "46290"}}
As filed with the Securities and
Exchange Commission on June 29 , 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)

                             PROFIT SHARING PLAN OF
                 BINDLEY WESTERN INDUSTRIES, INC. & SUBSIDIARIES
                            (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,                750,000               $29.00               $21,750,000              $6,417
   $0.01 par value.......
   =============================================================================
(1)  In addition,  pursuant to Rule 416(c) under the Securities Act of 1933 (the
     "Securities Act"), this Registration Statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the employee  benefit
     plan described herein. Pursuant to Rule 457(h)(2) under the Securities Act,
     no separate fee is required to register such interests.

(2)  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 June 26, 1998, which was $29.00 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, 1997;

         (2)      The  Registrant's  Quarterly  Report on Form  10-Q for the
                  quarter ended March 31, 1998; and

         (3)      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 or the
Profit Sharing Plan of Bindley  Western  Industries,  Inc. &  Subsidiaries  (the
"Plan")  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,
10333 North Meridian  Street,  Suite 300,  Indianapolis,  Indiana  46290,  (317)
298-9900.

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 may 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.

         The Registrant  hereby  undertakes that it will submit or has submitted
the Plan and any amendment  thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code.

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 June 29,
1998.

                                             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 of  1933,  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,               June 29, 1998
----------------------         Chief  Executive      
    William E. Bindley         Officer and Director 
                               (Principal Executive Officer)

/s/ William F. Bindley, II     Director                           June 29, 1998
--------------------------
    William F. Bindley, II

/s/ Keith W. Burks             Executive Vice President           June 29, 1998
------------------             and Director
    Keith W. Burks

/s/ Seth B.Harris              Director                           June 29, 1998
-----------------
    Seth B. Harris

/s/ Robert L. Koch, II         Director                           June 29, 1998
----------------------
    Robert L. Koch, II

/s/ Michael D. McCormick       Executive Vice President,          June 29, 1998
------------------------       General Counsel, Secretary
    Michael D. McCormick       and Director

/s/ J. Timothy McGinley        Director                           June 29, 1998
-----------------------
    J. Timothy McGinley

/s/ James K. Risk, III         Director                           June 29, 1998
----------------------
    James K. Risk, III

/s/ Thomas J. Salentine        Executive Vice President,          June 29, 1998
-----------------------        Chief Financial Officer
    Thomas J. Salentine        and Director (Principal 
                               Accounting and Financial Officer)

/s/ K. Clay Smith              Director                           June 29, 1998
-----------------
    K. Clay Smith

/s/ Carolyn Y. Woo             Director                           June 29, 1998
------------------
    Carolyn Y. Woo

      The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer  the employee  benefit plan) have 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 June 29, 1998.

                                                 PROFIT SHARING PLAN OF BINDLEY
                                                 WESTERN INDUSTRIES, INC. &
                                                 SUBSIDIARIES

                                                  By:/s/Marion McDermott
                                                     Name: Marion McDermott
                                                     Title:  Plan Administrator
INDEX TO EXHIBITS
                                                                
        Exhibit
           No.                Description of Exhibit
          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  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 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 by reference.)

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

          4.2        Restated By-Laws of the Registrant, as amended to date.

          4.3        Profit Sharing Plan of Bindley Western Industries, Inc. & 
                     Subsidiaries.

           23        Consent of Price Waterhouse LLP.

           24        Powers  of  Attorney  (included  on  the  Signature  Page  
                     of the Registration Statement).