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 Deferred Compensation 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>
<CAPTION>

                         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
--------------------------------------------------------------------------------------------------------------------
<S>       <C>               <C>              <C>          <C>                 <C>                      <C>       
Class  A  Common   Stock,
par value $1.50 per share   2,000,000 shares (1)          $19.34              $38,680,000              $10,753.04
====================================================================================================================
</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 Deferred Compensation 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 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 supersede.

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

<PAGE>

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:

<PAGE>

          (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

<PAGE>

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.



<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": 18528}]
{"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": "333-77869", "film-number": "99612004"}, "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 Deferred Compensation 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   2,000,000 shares (1)          $19.34              $38,680,000              $10,753.04
====================================================================================================================
(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 Deferred Compensation 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 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 supersede.

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
____________________________            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.

_________________

* Filed herewith.