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

                       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 of                              (I.R. S. Employer)
incorporation or organization)                              Identification No.)

                4000 Metropolitan Drive, Orange, California 92868-3598
               (Address of Principal Executive Offices Zip Code)

                              ___________________

                         PHARMERICA, INC. STOCK OPTIONS
                            (Full title of the plans)

                                 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)

                                 with a copy to:
                               Peter H. Ehrenberg, Esq.
                              Lowenstein Sandler PC
                              65 Livingston Avenue
                           Roseland, New Jersey 07068

                               __________________


<TABLE>
                        Calculation of Registration Fee
===================================================================================================================================
<S>                                  <C>                         <C>                      <C>                         <C>      
                                                                Proposed                   Proposed
         Title of                                                maximum                    maximum
        Securities                                              offering                   aggregate
           to be                   Amount to be                 price per                  offering                   Amount of
        Registered                  registered                  unit (1)                     price                registration fee
____________________________________________________________________________________________________________________________________
       Common Stock,                 1,564,550                   $19.34                   $30,258,393                 $8,411.83
      par value $1.50               shares (2)
         per share
===================================================================================================================================
</TABLE>

(1)   Pursuant to Rule 457, the  proposed  maximum  offering  price per share is
      estimated   solely  for  the  purpose  of  computing  the  amount  of  the
      registration  fee and is based on the  average  of the high and low  sales
      price of the Common Stock of the registrant reported on the New York Stock
      Exchange on April 30, 1999.

(2)   Plus such  indeterminate  number  of  additional  shares  as shall  become
      issuable pursuant to the anti-dilution  provisions of the  above-mentioned
      options.

================================================================================


<PAGE>


PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents,  filed by Bergen  Brunswig  Corporation  (the
"Company") with the Securities and Exchange  Commission (the "SEC"),  are hereby
incorporated by reference:

         (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 dated 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.

<PAGE>

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.

<PAGE>

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1) To file,  during  any period in which  offers or sales are 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 1993;

                  (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; and

                 (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  registration  statement  is on  Form  S-3 or Form  S-8 and 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
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in the registration statement.

<PAGE>

          (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   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 or  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 Securities  Act of 1933 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  that  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 of 1933 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
___________________________             Executive Officer and Director
Donald R. Roden

/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

<PAGE>


/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



<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": 16988}]
{"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": "333-77871", "film-number": "99612005"}, "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
================================================================================

                       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 of                              (I.R. S. Employer)
incorporation or organization)                              Identification No.)

                4000 Metropolitan Drive, Orange, California 92868-3598
               (Address of Principal Executive Offices Zip Code)

                              ___________________

                         PHARMERICA, INC. STOCK OPTIONS
                            (Full title of the plans)

                                 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)

                                 with a copy to:
                               Peter H. Ehrenberg, Esq.
                              Lowenstein Sandler PC
                              65 Livingston Avenue
                           Roseland, New Jersey 07068

                               __________________

                        Calculation of Registration Fee
===================================================================================================================================
Proposed                   Proposed
         Title of                                                maximum                    maximum
        Securities                                              offering                   aggregate
           to be                   Amount to be                 price per                  offering                   Amount of
        Registered                  registered                  unit (1)                     price                registration fee
____________________________________________________________________________________________________________________________________
       Common Stock,                 1,564,550                   $19.34                   $30,258,393                 $8,411.83
      par value $1.50               shares (2)
         per share
===================================================================================================================================
(1)   Pursuant to Rule 457, the  proposed  maximum  offering  price per share is
      estimated   solely  for  the  purpose  of  computing  the  amount  of  the
      registration  fee and is based on the  average  of the high and low  sales
      price of the Common Stock of the registrant reported on the New York Stock
      Exchange on April 30, 1999.

(2)   Plus such  indeterminate  number  of  additional  shares  as shall  become
      issuable pursuant to the anti-dilution  provisions of the  above-mentioned
      options.

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

Item 3.  Incorporation of Documents by Reference.

         The following  documents,  filed by Bergen  Brunswig  Corporation  (the
"Company") with the Securities and Exchange  Commission (the "SEC"),  are hereby
incorporated by reference:

         (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 dated 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.

         The undersigned registrant hereby undertakes:

         (1) To file,  during  any period in which  offers or sales are 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 1993;

                  (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; and

                 (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  registration  statement  is on  Form  S-3 or Form  S-8 and 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
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   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 or  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 Securities  Act of 1933 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  that  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 of 1933 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
___________________________             Executive Officer and Director
Donald R. Roden

/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.

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* Filed herewith.