As filed with the Securities and Exchange Commission on May , 1999

                                                         Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                            ------------------------

                           BERGEN BRUNSWIG CORPORATION
             (Exact name of registrant as specified in its charter)

   New Jersey                                                  22-1444512
(State or other jurisdiction                                (I.R.S. employer
of incorporation or organization)                         identification number)

                4000 Metropolitan Drive, Orange, California 92868-3598
               (Address of principal executive offices; zip code)

                             ______________________

          Bergen Brunswig Corporation 1999 Employee Stock Purchase Plan
                            (Full title of the plan)

                                 Milan A. Sawdei
           Executive Vice President, Chief Legal Officer and Secretary
                           Bergen Brunswig Corporation
             4000 Metropolitan Drive, Orange, California 92868-3598
                                 (714) 385-4000
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                               Peter H. Ehrenberg, Esq.
                              Lowenstein Sandler PC
                              65 Livingston Avenue
                           Roseland, New Jersey 07068
                                 (973) 597-2500

                              ____________________

<TABLE>

                         Calculation of Registration Fee
========================================================================================================================
<S>                              <C>              <C>                       <C>                       <C>    
                                                         Proposed                Proposed
Title of Securities             Amount to be      Maximum Offering          Maximum Aggregate            Amount of
to be Registered                 Registered          Price per Share (2)    Offering Price (2)        Registration Fee
------------------------------------------------------------------------------------------------------------------------
Class A Common Stock,
par value $1.50 per share     500,000 shares (1)            $19.34               $9,670,000                $2,688.26
========================================================================================================================
</TABLE>

(1)  Plus  such  additional  shares of Class A Common  Stock as may be  issuable
     pursuant to the anti-dilution provisions of the Bergen Brunswig Corporation
     1999 Employee Stock Purchase Plan.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(c) and (h) of the  Securities Act of 1933 on the basis
     of the  average  of the  high and low  sale  prices  for a share of Class A
     Common Stock on the New York Stock Exchange on April 30, 1999.

================================================================================
<PAGE>


           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

          The  Commission  allows us to  "incorporate"  into  this  Registration
Statement information we file with it in other documents. This means that we can
disclose  important  information  to you by  referring to other  documents  that
contain  that  information.   The  information   incorporated  by  reference  is
considered to be part of this  Registration  Statement,  and information we file
later  with  the  Commission  will  automatically   update  and  supersede  this
information.  We incorporate by reference the documents listed below,  except to
the extent  information  in those  documents is different  from the  information
contained in this  Registration  Statement,  and all future documents filed with
the Commission under Sections 13(a),  13(c) or 15(d) of the Securities  Exchange
Act of 1934 until we terminate the offering of these shares.

         (a) the  Company's  Annual  Report  on Form  10-K  for the  year  ended
September 30, 1998, as amended;

         (b) the Company's  Quarterly  Report on Form 10-Q for the quarter ended
December 31, 1998;

         (c) the Company's  Current Reports on Form 8-K filed November 12, 1998,
January 13, 1999, January 26, 1999, April 19, 1999 and April 30, 1999;

         (d) the description of the Common Stock of the Company contained in the
Company's  Registration  Statement on Form S-4 declared  effective by the SEC on
March 16, 1999; and

         (e) the description of the Company's Shareowners' Rights Plan contained
in the Company's Registration Statement on Form 8-A dated February 14, 1994.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained  herein or in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this  registration  statement  to the extent that such  statement is modified or
superseded by a  subsequently  filed  document  which also is or is deemed to be
incorporated by reference  herein.  Any such statement so modified or superseded
shall not be deemed to constitute a part of this  registration  statement except
as so modified or superseded.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Under the Company's Restated Certificate of Incorporation, every person
who is or was a  director,  officer,  employee  or agent of the  Company and the
legal  representative  of such a person is entitled  to receive  indemnification
from the Company to the fullest  extent  permitted by law. Under New Jersey law,
directors and officers may be indemnified in certain situations,  subject to the
Company's having taken certain actions and the directors and officers having met

<PAGE>

certain specified standards of conduct. In addition, in April, 1986, the Company
entered into agreements,  which were amended on July 3, 1986 (collectively,  the
"Indemnity  Agreement"),  to indemnify each of its directors against liabilities
and defense  costs to the extent  that such  directors  would have been  insured
under the director and officer liability insurance policies which were in effect
on December 31, 1984 (the "1984 Policy").  The 1984 Policy afforded the broadest
coverage for  liabilities  arising under ERISA and the securities and anti-trust
laws.  The obligation of the Company to indemnify a director under the Indemnity
Agreement is limited to $30 million,  the maximum  coverage  available under the
1984 Policy.  However, the Indemnity Agreement does not limit a director's right
to  recover  in  excess of $30  million  from the  Company  if the  director  is
otherwise  entitled to statutory  indemnification.  The Indemnity  Agreement was
ratified by the shareowners at the annual meeting held on December 17, 1986. The
Company  currently  maintains a directors' and officers'  insurance policy which
provides liability coverage with respect to its directors and officers.

         In  addition,  the  Company's  Restated  Certificate  of  Incorporation
eliminates  the personal  liability of directors and officers to the Company and
its shareowners for monetary damages for acts or omissions  (including negligent
and grossly  negligent  acts or  omissions)  in  violation  of a  director's  or
officer's fiduciary duty of care. The duty of care refers to a fiduciary duty of
directors and officers to manage the affairs of the Company with the same degree
of care as would be applied  by an  "ordinarily  prudent  person  under  similar
circumstances".   The  provisions  of  the  Company's  Restated  Certificate  of
Incorporation  which eliminate the personal  liability of directors and officers
do not, in any way,  eliminate  or limit the  liability of a director or officer
for  breaching  his duty of  loyalty  (i.e.,  the duty to  refrain  from  fraud,
self-dealing and transactions  involving  improper conflicts of interest) to the
Company or its shareowners,  failing to act in good faith, knowingly violating a
law or obtaining an improper  personal benefit and do not have any effect on the
availability of equitable remedies.

         See also the undertakings set forth in response to item 9 herein.

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The Exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.

Item 9.  Undertakings

         (a)      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;

<PAGE>

                 (ii) To reflect in  the  prospectus  any acts 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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective 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  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission 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.

         (b) 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.

         (c)  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  Commission  such
indemnification  is against public policy as expressed in the Securities 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

<PAGE>

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  Securities  Act and will be  governed by the final
adjudication of such issue.



<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 Orange, State of California,  on the 3rd day of May,
1999.

                                                   BERGEN BRUNSWIG CORPORATION



                                                   By: /s/ Milan A. Sawdei
                                                       _________________________
                                                       Milan A. Sawdei,
                                                       Executive Vice President


          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 3rd day of May, 1999.

/s/ Robert E. Martini*                       Chairman of the
_______________________                      Board and Director
Robert E. Martini              

/s/ Donald R. Roden*                         President, Chief
_______________________
Donald R. Roden                              Executive Officer and Director

/s/ Neil F. Dimick*                          Executive Vice President,
____________________________                 Chief Financial Officer
Neil F. Dimick                               and Director (Principal
                                             Financial Officer and
                                             Principal Accounting Officer)

/s/ Jose E. Blanco, Sr.*                     Director
____________________________
Jose E. Blanco, Sr.

/s/ Rodney H. Brady*                         Director
____________________________
Rodney H. Brady

/s/ Charles C. Edwards*                      Director
____________________________
Charles C. Edwards, M.D.

/s/ Charles J. Lee*                          Director
____________________________
Charles J. Lee

/s/ George R. Liddle*                        Director
____________________________
George R. Liddle

<PAGE>


/s/ James R. Mellor*                         Director
____________________________
James R. Mellor

/s/ George E. Reinhardt, Jr.*                Director
____________________________
George E. Reinhardt, Jr.

/s/ Francis G. Rodgers*                      Director
____________________________
Francis G. Rodgers

*By: /s/ Milan A. Sawdei
_______________________
      Milan A. Sawdei,
      Attorney-in-Fact

<PAGE>

                                  EXHIBIT INDEX

         4.1        Restated  Certificate of  Incorporation  of Bergen  Brunswig
                    Corporation,  dated  November 13, 1998, is  incorporated  by
                    reference  to Exhibit  4.1 to the  Company's  Post-Effective
                    Amendment  No. 2 to Form S-3 dated  December  17, 1998 (file
                    no. 333-63441).

         4.2        By-laws  of Bergen  Brunswig  Corporation,  as  amended  and
                    restated,  dated  November  13,  1998  are  incorporated  by
                    reference  to Exhibit  4.2 to the  Company's  Post-Effective
                    Amendment  No. 2 to Form S-3 dated  December  17, 1998 (file
                    no. 333-63441).

         4.3        Rights Agreement,  dated as of February 8, 1994, between the
                    Registrant  and Chemical  Trust  Company of  California,  as
                    Rights Agent, is incorporated by reference herein to Exhibit
                    1 to the  Registrant's  Registration  Statement  on Form 8-A
                    dated February 14, 1994.

         5.1*       Opinion of Lowenstein Sandler PC.

         23.1*      Consent of Deloitte & Touche LLP

         23.2*      Consent of Arthur Andersen LLP

         23.3*      Consent of Ernst & Young LLP

         23.4       Consent of Lowenstein Sandler PC is included in Exhibit 5.1.

         24.1*      Power of Attorney.
----------------

* Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 18389}]
{"company-data": {"conformed-name": "BERGEN BRUNSWIG CORP", "cik": "0000011454", "assigned-sic": "5122", "irs-number": "221444512", "state-of-incorporation": "NJ", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77873", "film-number": "99612008"}, "business-address": {"street1": "4000 METROPOLITAN DR", "city": "ORANGE", "state": "CA", "zip": "92668", "phone": "7143854000"}, "mail-address": {"street1": "4000 METROPOLITAN DRIVE", "city": "ORANGE", "state": "CA", "zip": "92668"}, "former-company": {"former-conformed-name": "BERGEN DRUG CO INC", "date-changed": "19690409"}}
As filed with the Securities and Exchange Commission on May , 1999

                                                         Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                            ------------------------

                           BERGEN BRUNSWIG CORPORATION
             (Exact name of registrant as specified in its charter)

   New Jersey                                                  22-1444512
(State or other jurisdiction                                (I.R.S. employer
of incorporation or organization)                         identification number)

                4000 Metropolitan Drive, Orange, California 92868-3598
               (Address of principal executive offices; zip code)

                             ______________________

          Bergen Brunswig Corporation 1999 Employee Stock Purchase Plan
                            (Full title of the plan)

                                 Milan A. Sawdei
           Executive Vice President, Chief Legal Officer and Secretary
                           Bergen Brunswig Corporation
             4000 Metropolitan Drive, Orange, California 92868-3598
                                 (714) 385-4000
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                               Peter H. Ehrenberg, Esq.
                              Lowenstein Sandler PC
                              65 Livingston Avenue
                           Roseland, New Jersey 07068
                                 (973) 597-2500

                              ____________________

                         Calculation of Registration Fee
========================================================================================================================
Proposed                Proposed
Title of Securities             Amount to be      Maximum Offering          Maximum Aggregate            Amount of
to be Registered                 Registered          Price per Share (2)    Offering Price (2)        Registration Fee
------------------------------------------------------------------------------------------------------------------------
Class A Common Stock,
par value $1.50 per share     500,000 shares (1)            $19.34               $9,670,000                $2,688.26
========================================================================================================================
(1)  Plus  such  additional  shares of Class A Common  Stock as may be  issuable
     pursuant to the anti-dilution provisions of the Bergen Brunswig Corporation
     1999 Employee Stock Purchase Plan.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(c) and (h) of the  Securities Act of 1933 on the basis
     of the  average  of the  high and low  sale  prices  for a share of Class A
     Common Stock on the New York Stock Exchange on April 30, 1999.

================================================================================
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

          The  Commission  allows us to  "incorporate"  into  this  Registration
Statement information we file with it in other documents. This means that we can
disclose  important  information  to you by  referring to other  documents  that
contain  that  information.   The  information   incorporated  by  reference  is
considered to be part of this  Registration  Statement,  and information we file
later  with  the  Commission  will  automatically   update  and  supersede  this
information.  We incorporate by reference the documents listed below,  except to
the extent  information  in those  documents is different  from the  information
contained in this  Registration  Statement,  and all future documents filed with
the Commission under Sections 13(a),  13(c) or 15(d) of the Securities  Exchange
Act of 1934 until we terminate the offering of these shares.

         (a) the  Company's  Annual  Report  on Form  10-K  for the  year  ended
September 30, 1998, as amended;

         (b) the Company's  Quarterly  Report on Form 10-Q for the quarter ended
December 31, 1998;

         (c) the Company's  Current Reports on Form 8-K filed November 12, 1998,
January 13, 1999, January 26, 1999, April 19, 1999 and April 30, 1999;

         (d) the description of the Common Stock of the Company contained in the
Company's  Registration  Statement on Form S-4 declared  effective by the SEC on
March 16, 1999; and

         (e) the description of the Company's Shareowners' Rights Plan contained
in the Company's Registration Statement on Form 8-A dated February 14, 1994.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained  herein or in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this  registration  statement  to the extent that such  statement is modified or
superseded by a  subsequently  filed  document  which also is or is deemed to be
incorporated by reference  herein.  Any such statement so modified or superseded
shall not be deemed to constitute a part of this  registration  statement except
as so modified or superseded.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Under the Company's Restated Certificate of Incorporation, every person
who is or was a  director,  officer,  employee  or agent of the  Company and the
legal  representative  of such a person is entitled  to receive  indemnification
from the Company to the fullest  extent  permitted by law. Under New Jersey law,
directors and officers may be indemnified in certain situations,  subject to the
Company's having taken certain actions and the directors and officers having met
certain specified standards of conduct. In addition, in April, 1986, the Company
entered into agreements,  which were amended on July 3, 1986 (collectively,  the
"Indemnity  Agreement"),  to indemnify each of its directors against liabilities
and defense  costs to the extent  that such  directors  would have been  insured
under the director and officer liability insurance policies which were in effect
on December 31, 1984 (the "1984 Policy").  The 1984 Policy afforded the broadest
coverage for  liabilities  arising under ERISA and the securities and anti-trust
laws.  The obligation of the Company to indemnify a director under the Indemnity
Agreement is limited to $30 million,  the maximum  coverage  available under the
1984 Policy.  However, the Indemnity Agreement does not limit a director's right
to  recover  in  excess of $30  million  from the  Company  if the  director  is
otherwise  entitled to statutory  indemnification.  The Indemnity  Agreement was
ratified by the shareowners at the annual meeting held on December 17, 1986. The
Company  currently  maintains a directors' and officers'  insurance policy which
provides liability coverage with respect to its directors and officers.

         In  addition,  the  Company's  Restated  Certificate  of  Incorporation
eliminates  the personal  liability of directors and officers to the Company and
its shareowners for monetary damages for acts or omissions  (including negligent
and grossly  negligent  acts or  omissions)  in  violation  of a  director's  or
officer's fiduciary duty of care. The duty of care refers to a fiduciary duty of
directors and officers to manage the affairs of the Company with the same degree
of care as would be applied  by an  "ordinarily  prudent  person  under  similar
circumstances".   The  provisions  of  the  Company's  Restated  Certificate  of
Incorporation  which eliminate the personal  liability of directors and officers
do not, in any way,  eliminate  or limit the  liability of a director or officer
for  breaching  his duty of  loyalty  (i.e.,  the duty to  refrain  from  fraud,
self-dealing and transactions  involving  improper conflicts of interest) to the
Company or its shareowners,  failing to act in good faith, knowingly violating a
law or obtaining an improper  personal benefit and do not have any effect on the
availability of equitable remedies.

         See also the undertakings set forth in response to item 9 herein.

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The Exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.

Item 9.  Undertakings

         (a)      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 acts 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.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective 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  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission 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.

         (b) 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.

         (c)  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  Commission  such
indemnification  is against public policy as expressed in the Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.
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 Orange, State of California,  on the 3rd day of May,
1999.

                                                   BERGEN BRUNSWIG CORPORATION

                                                   By: /s/ Milan A. Sawdei
                                                       _________________________
                                                       Milan A. Sawdei,
                                                       Executive Vice President

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 3rd day of May, 1999.

/s/ Robert E. Martini*                       Chairman of the
_______________________                      Board and Director
Robert E. Martini              

/s/ Donald R. Roden*                         President, Chief
_______________________
Donald R. Roden                              Executive Officer and Director

/s/ Neil F. Dimick*                          Executive Vice President,
____________________________                 Chief Financial Officer
Neil F. Dimick                               and Director (Principal
                                             Financial Officer and
                                             Principal Accounting Officer)

/s/ Jose E. Blanco, Sr.*                     Director
____________________________
Jose E. Blanco, Sr.

/s/ Rodney H. Brady*                         Director
____________________________
Rodney H. Brady

/s/ Charles C. Edwards*                      Director
____________________________
Charles C. Edwards, M.D.

/s/ Charles J. Lee*                          Director
____________________________
Charles J. Lee

/s/ George R. Liddle*                        Director
____________________________
George R. Liddle
/s/ James R. Mellor*                         Director
____________________________
James R. Mellor

/s/ George E. Reinhardt, Jr.*                Director
____________________________
George E. Reinhardt, Jr.

/s/ Francis G. Rodgers*                      Director
____________________________
Francis G. Rodgers

*By: /s/ Milan A. Sawdei
_______________________
      Milan A. Sawdei,
      Attorney-in-Fact
EXHIBIT INDEX

         4.1        Restated  Certificate of  Incorporation  of Bergen  Brunswig
                    Corporation,  dated  November 13, 1998, is  incorporated  by
                    reference  to Exhibit  4.1 to the  Company's  Post-Effective
                    Amendment  No. 2 to Form S-3 dated  December  17, 1998 (file
                    no. 333-63441).

         4.2        By-laws  of Bergen  Brunswig  Corporation,  as  amended  and
                    restated,  dated  November  13,  1998  are  incorporated  by
                    reference  to Exhibit  4.2 to the  Company's  Post-Effective
                    Amendment  No. 2 to Form S-3 dated  December  17, 1998 (file
                    no. 333-63441).

         4.3        Rights Agreement,  dated as of February 8, 1994, between the
                    Registrant  and Chemical  Trust  Company of  California,  as
                    Rights Agent, is incorporated by reference herein to Exhibit
                    1 to the  Registrant's  Registration  Statement  on Form 8-A
                    dated February 14, 1994.

         5.1*       Opinion of Lowenstein Sandler PC.

         23.1*      Consent of Deloitte & Touche LLP

         23.2*      Consent of Arthur Andersen LLP

         23.3*      Consent of Ernst & Young LLP

         23.4       Consent of Lowenstein Sandler PC is included in Exhibit 5.1.

         24.1*      Power of Attorney.
----------------

* Filed herewith.