UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                  AMENDMENT #1

(Mark One)
  [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

                    FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                                          OR

  [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934


         FOR THE TRANSITION PERIOD FROM                                 TO

                          COMMISSION FILE NUMBER: 0-11355

                        BINDLEY WESTERN INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

           INDIANA
84-0601662
(State or other jurisdiction of
(I.R.S. Employer
 incorporation or organization)
Identification No.)

10333 North Meridian Street, Suite 300, Indianapolis, Indiana
46290
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code:         (317) 298-9900

           Securities registered pursuant to Section 12(b) of the Act:

Common Stock ($.01 par value)                               New York Stock
Exchange
         (Title of class)
(Name of exchange on which registered)
                                        
           Securities registered pursuant to section 12(g) of the Act:
                                        
                   6-1/2% Convertible Subordinated Debentures
                                (Title of class)
                                        
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports),  and (2) has been subject to such filing
requirements for the past 90 days.  Yes      x         No ____

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
                                  $156,895,110
                                        
Aggregate market value of the voting stock held by nonaffiliates of the
registrant based on the last sale price for such stock at March 14, 1997
(assuming solely for the purposes of this calculation that all Directors and
Officers of the Registrant are "affiliates")

                                             11,628,557
                                        
        Number of shares of Common Stock outstanding as of March 14, 1997
                                        
                       DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following document have been incorporated by reference into this
annual report on Form 10-K:

IDENTITY OF DOCUMENT                         PARTS ON FORM 10-K INTO WHICH
                                        DOCUMENT IS INCORPORATED

Proxy Statement to be filed for the
1997 Annual Meeting of Common
                                  Shareholders
                                     PART IV
                                        
Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

       The documents listed below are filed as a part of this report except as
otherwise indicated:

       (a)  1.  FINANCIAL STATEMENTS.  The following described financial
statements, required to be filed by Item 8 and incorporated therein by reference
are set forth on pages F-1 through F-16.


       Report of Independent Accountants               25
       Statements of Earnings for each of the three years
         in the period ended December 31, 1996             26
       Balance Sheets as of December 31, 1996 and 1995    27
       Statements of Cash Flows for each of the three years
         in the period ended December 31, 1996              28
       Statements of Shareholders' Equity for each of the
         three years in the period ended December 31, 1996  29
       Notes to Consolidated Financial Statements      30 to 43

       (a)  2.  FINANCIAL STATEMENT SCHEDULES. No financial statement schedules
are included as the information required by Rule 5-04 is not applicable, or is
not material.

       (a)  3.  EXHIBITS.  The list of exhibits filed as part of this report is
incorporated herein by reference to the Index to Exhibits at Page 45.

       (b)  4.  No reports on Form 8-K were filed by the Registrant during the
last quarter covered by this report.
                                        
                                        
                        REPORT OF INDEPENDENT ACCOUNTANTS
                                        
                                        
                                        
To the Board of Directors and Shareholders of
   Bindley Western Industries, Inc.



In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a) 1 on page 24  present fairly, in all material
respects, the financial position of Bindley Western Industries, Inc. and its
subsidiaries at December 31, 1996 and 1995, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1996, in conformity with generally accepted accounting principles.  These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits.  We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for the opinion expressed
above.






Price Waterhouse LLP
Indianapolis, Indiana
February 28, 1997



                                                                                
                              CONSOLIDATED STATEMENTS OF
                                      EARNINGS
                           BINDLEY WESTERN INDUSTRIES, INC.
                                   AND SUBSIDIARIES
<TABLE>
<S>                                <C>                <C>           <C>                     
FOR THE YEARS ENDED DECEMBER 31,      1996              1995             1994   
(In thousands, except share data)                                               
                                                                                
Revenues:                                                                       
  Net sales                     $ 5,317,526       $ 4,670,153       $ 4,034,107
  Other income                        1,407             2,322             3,317
                                  ---------         ---------         --------
                                 5,318,933         4,672,475         4,037,424
                                       
                                                                                
Cost and expenses:                                                              
  Cost of products sold           5,197,008         4,565,750         3,945,172
  Selling, general and                                                          
   administrative                    70,531            62,555           50,279
  Depreciation and amortization       6,719             6,279            5,813
  Interest                           12,992            10,127           11,185
  Settlement of 1994 DEA                                                        
    inspection matter                   812
                                   --------         --------          --------
                                  5,288,062         4,644,711         4,012,449
                                         
                                                                                
Earnings before income taxes         30,871            27,764           24,975
                                  ----------         --------         -------- 
Provision for income taxes:                                                     
  Current                            14,896            13,944           11,800
  Deferred                           (2,031)           (2,561)          (1,560)
                                   ---------         ----------       --------  
                                     12,865            11,383           10,240
                                                                                
Net earnings                       $ 18,006          $ 16,381         $ 14,735
                                                                                
Earnings per share:                                                             
  Primary                            $ 1.52             $ 1.42            $ 1.34
  Fully diluted                        1.35               1.27              1.20
                                                                                
Average shares outstanding:                                                     
   Primary                       11,872,926         11,529,092         11,035,912   
   Fully diluted                 15,372,519         15,042,597         14,539,770   
                                                                           
   (See accompanying notes to consolidated financial statements)
</TABLE>

                             CONSOLIDATED BALANCE SHEETS
                           BINDLEY WESTERN INDUSTRIES, INC.
                                  AND SUBSIDIARIES
                                                            
                                                            
DECEMBER 31,                          1996              1995

(In thousands, except share data)                           
                                                            
ASSETS                                                      
Current assets:                                             
  Cash                               $ 63,658           $ 34,819
  Accounts receivable, less                                 
  allowance for doubtful accounts of
  $2,664 for 1996 and $3,057
  for 1995                            346,802           397,924
  Finished goods inventory            431,816           332,054
  Deferred income taxes                 4,560             4,605
  Other current assets                  4,129             7,964
                                      -------           -------                 
                                      850,965           777,366

  Other assets                          1,160             1,220
  Fixed assets, at cost                71,915            59,468
   Less: accumulated depreciation     (19,935)          (18,736)
                                      -------           -------           
                                       51,980            40,732

  Intangibles                          37,101            29,390
                                                            
    TOTAL ASSETS                     $941,206          $848,708
                                                                         
                                                            
LIABILITIES AND SHAREHOLDERS'                               
EQUITY
Current liabilities:                                        
  Short-term borrowings               $52,000          $ 74,500
  Accounts payable                    555,034           491,844
  Other current liabilities             9,288             7,025
                                      -------           -------
                                      616,322           573,369

Long-term debt                         99,766            69,473
Deferred income taxes                   3,030             5,106
                                                            
                                                            
Shareholders' equity:                                       
  Common stock. $.01 par value-                             
   authorized 30,000,000 shares;
   issued 11,871,042 and                                   
   11,562,388 shares, respectively      3,316             3,313
  Special shares, $.01 par value-                           
   authorized 1,000,000 shares
  Additional paid in capital           91,964            87,707
  Retained earnings                   129,958           112,890
                                      -------           -------                
                                      225,238           203,910
  Less: 348,291 shares in                                   
   treasury-at cost                    (3,150)           (3,150)
  Total shareholders' equity          222,088           200,760
 Commitments and contingencies                              
                                                            
   TOTAL LIABILITIES AND
    SHAREHOLDERS' EQUITY            $ 941,206          $ 848,708  
                                                            
                                                        
                                                            
   (See accompanying notes to consolidated financial statements)
 
                                                                             
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                      BINDLEY WESTERN INDUSTRIES, INC.
                             AND SUBSIDIARIES
                                                                         
                                                                             
FOR YEARS ENDED DECEMBER 31,            1996              1995             1994

(In thousands)                                                               
Cash flow from operating activities:
   Net income                           $18,006       $   16,381      $  14,735
Adjustments to reconcile net income
 to net cash provided (used) by                                               
 operating activities:
    Depreciation and amortization         6,719            6,279          5,813
    Deferred income taxes                (2,031)          (2,561)        (1,560)
    Writedown of accounts receivable
    Gain on sale of marketable                                               
     securities                                              (96)          (183)
    Gain on sale of fixed assets           (58)              (27)           (57)
                                                                             
 Change in assets and liabilities,
   net of acquisitions:                                                      
    Accounts receivable                 51,826           (78,183)         6,327
    Finished goods inventory           (99,713)           42,953        (46,987)
    Accounts payable                    63,106            85,781          6,876
    Other current assets and                                                 
     liabilities                         6,097            (7,537)         2,849
                                       -------           -------         ------
     Net cash provided (used) by                                             
      operating activities              43,952             62,990       (12,187)
                                                                             
Cash flow from investing activities:
    Purchase of fixed assets and                                            
      other assets                     (15,581)            (7,922)       (3,575)
    Proceeds from sale of fixed assets      59                597           491
    Proceeds from sale ofinvestment
      securities                                            1,299         3,793
    Acquisition of businesses           (9,064)            (4,125)      (10,361)
                                      ---------           --------      --------
      Net cash used by investing                                             
       activities                      (24,586)          (10,151)        (9,652)
                                                                             
Cash flow from financing                                                     
activities:
    Proceeds from sale of stock         4,260            5,058             717
    Addition (reduction) of long-                                           
      term debt, net                    28,651               12            (272)
    Proceeds under line of                                                  
      credit agreement               1,064,000        1,049,000        1,184,500
    Payments under line of                                                  
      credit agreement              (1,086,500)      (1,111,000)     (1,156,000)
    Dividends                             (938)            (930)           (919)
                                        ------           ------           ------
      Net cash provided (used) by                                            
       financing activities              9,473          (57,860)         28,026
                                       -------          -------         -------
Net increase (decrease) in cash         28,839           (5,021)          6,187
Cash at beginning of year               34,819           39,840          33,653
                                      -------           -------         ------
Cash at end of year                   $ 63,658         $ 34,819        $ 39,840
                                                                             
                                                                             
                                                                             
            (See accompanying notes to consolidated financial statements)


             CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                    BINDLEY WESTERN INDUSTRIES, INC.                      
                          AND SUBSIDIARIES 
<TABLE>
                                                                         
   
                                    Common Stock            Treasury Stock  
<S>                              <C>            <C>       <C>            <C>     <C>          <C>       <C>                
                                                                                  ADDITIONAL               SHARE
                                       SHARES                   SHARES              PAID IN    RETAINED  HOLDERS  
                                  OUTSTANDING    AMOUNT    OUTSTANDING    AMOUNT    CAPITAL    EARNINGS   EQUITY
(In thousands, except share data)                                                                                 
                                                                                                                  
Balances at December 31, 1993     11,120,934    $ 3,309       348,291   $ (3,150)  $81,936      $83,623 $165,718
                                                                                                                  
Net earnings                                                                                     14,735   14,735
Dividends                                                                                          (919)    (919)
Shares issued upon exercise of                                                                                    
  stock options                       44,060          1                                521                   522
Shares issued upon acquisition                                         
  of business                         15,000                                           195                   195
                                     -------    -------     -------     --------     ------     --------    ----               
Balances at December 31, 1994     11,179,994      3,310     348,291      (3,150)    82,652       97,439   180,251
                                                                                                                  
Net earnings                                                                                     16,381    16,381
Dividends                                                                                          (930)     (930)
Shares issued upon exercise of                                              
  stock options                      382,394          3                              5,055                  5,058
                                     -------    -------     -------     --------     -----      --------   -------
Balances at December 31, 1995     11,562,388      3,313     348,291      (3,150)    87,707     112,890    200,760
                                                                                                                  
Net earnings                                                                                    18,006     18,006
Dividends                                                                                         (938)      (938)
Shares issued upon exercise of                                                                                    
  stock options                      308,654          3                              4,257                  4,260
                                 -----------     ------     ------     ---------  ---------     ---------  --------
Balances at December 31, 1996    11,871,042     $ 3,316    348,291     $ (3,150)   $ 91,964    $ 129,958  $222,088
                                                                       
</TABLE>
                                                                        
         (See accompanying notes to consolidated financial statements)



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
                                        
     PRINCIPLES OF CONSOLIDATION.  The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries.  All significant
intercompany accounts and transactions have been eliminated.

     MARKETABLE SECURITIES. The Company substantially liquidated its investments
in debt and equity securities in 1995.  At December 31, 1994, all securities
owned by the Company were categorized as available for sale.

     INVENTORIES.  Inventories are stated on the basis of lower of cost or
market using the first-in, first-out (FIFO) method.

     FIXED ASSETS.  Depreciation is computed on the straight-line method for
financial reporting purposes.  Accelerated methods are primarily used for income
tax purposes. Assets, valued at cost, are generally being depreciated over their
estimated useful lives as follows:

                                                   Estimated useful life (years)
Buildings and furnishings                                     5-35
Leasehold improvements                                        3-20
Transportation and other equipment                            3-20

     In the event facts and circumstances indicate an asset could be impaired,
an evaluation of the undiscounted estimated future cash flows is compared to the
asset's carrying amount to determine if a write-down is required.

     DEBT  ISSUE COSTS.  Debt issue costs are amortized on a straight-line basis
over the life of the Convertible Subordinated Debentures (Debentures) and the
Senior Notes.

     INTANGIBLES. The Company continually monitors its cost in excess of net
assets acquired (goodwill) and its other intangibles (customer lists and
covenants not to compete) to determine whether any impairment of these assets
has occurred.  In making such determination, the Company evaluates the
performance, on an undiscounted basis, of the underlying businesses which gave
rise to such amounts.  Goodwill is being amortized on the straight-line method
over periods not exceeding 40 years.  Other intangibles are being amortized on
the straight-line method over six to 15 years.

     EARNINGS PER SHARE.   Primary earnings per share are computed based on the
average number of shares of common stock and equivalents outstanding during the
year.  Common stock equivalents included in the computation represent shares
issuable upon assumed exercise of stock options which would have a dilutive
effect.  Fully diluted earnings per share are computed based on the average
number of shares of common stock assumed to be outstanding during the year, as
if the Debentures had been converted into common stock and after giving effect
to the elimination of interest expense, net of tax benefit, applicable to the
Debentures.

     INCOME TAXES.  In accordance with the provisions of Statement of Accounting
Standards No. 109 "Accounting for Income Taxes," the Company accounts for income
taxes using the asset and liability method.  The asset and liability method
requires the recognition of deferred tax assets and liabilities for expected
future tax consequences of temporary differences that currently exist between
the tax bases and financial reporting bases of the Company's assets and
liabilities.

     USE OF ESTIMATES.  The preparation of financial statements in accordance
with generally accepted accounting principles requires the use of estimates made
by management.  Actual results could differ from those estimates.

     FAIR VALUE OF FINANCIAL INSTRUMENTS.  The carrying values of cash, accounts
receivable, other current assets, short-term borrowings, accounts payable and
other current liabilities approximate their fair market values due to the short-
term maturity of these instruments.  The fair market value of long term debt was
determined based on market quoted rates or was estimated using rates currently
available to the Company for debt with similar terms and maturities.

     NEW ACCOUNTING STANDARDS.  In June 1995, the FASB issued Statement of
Financial Accounting Standards No. 121, Accounting for the Impairment of Long-
lived Assets and for Long-lived Assets to Be Disposed of (SFAS 121), which
requires companies to review
long-lived assets and certain identifiable intangibles to be held, used or
disposed of, for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. The Company adopted
SFAS 121 in 1996, which did not have a significant effect on its financial
statements.

     In October 1995, the FASB issued Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation (SFAS 123), which was
effective for transactions entered into in fiscal years beginning after December
15, 1995. The Company adopted SFAS 123 in 1996 and elected to continue to
measure stock based compensation using the intrinsic value based method of
accounting prescribed by APB Opinion 25, Accounting for Stock Issued to
Employees and accordingly, the Company did not recognize compensation cost in
the consolidated financial statements for options granted. The Company has
disclosed
pro forma financial information valuing stock-based compensation granted in 1995
and 1996 using the fair value based method of accounting. See Note 9 - Capital
Stock.

NOTE 2 - SHORT-TERM BORROWINGS

     The Company's short-term bank line of credit was $270,000,000 as of
December 31,1996. The line was available, as necessary, for general corporate
purposes at rates based upon prevailing money market rates.  At December 31,
1996, 1995 and 1994, the Company had borrowed  on its short term line of credit
$52,000,000 at a rate of 6.4%, $74,500,000  at a rate of 6.9%  and  $136,500,000
at a rate of 6.9%, respectively.

     No compensating balance is required on the line. Certain conditions
relating to the maintenance of working capital, net worth and corporate
existence have been imposed by the lenders.

     A summary of 1996, 1995 and 1994 borrowings follows:

                Maximum short-term    Average       Average
Year                    borrowings borrowings interest rate
(in thousands)                                             
1996                      $192,000   $118,655          6.4%
1995                      $189,500   $104,465          7.1%
1994                      $240,000   $142,275          5.9%
                                                           
                                                           

NOTE 3 - MARKETABLE SECURITIES AND INVESTMENT INCOME

The Company substantially liquidated its investments in debt and equity
securities in 1995.  At December 31, 1994, all securities owned by the Company
were categorized as available for sale and had a maturity of five to ten years.
The proceeds on sales of securities of $1,047,000 in 1995 and $2,524,000 in
1994, approximated their amortized cost.

Other Income for 1996 was substantially all interest income.  For 1995 and 1994,
the balance consisted of interest income of $2,194,000 and $3,076,000, dividends
of $32,000 and $1,000 and Realized gains of $96,000 and $240,000, respectively.

NOTE 4- FIXED ASSETS

DECEMBER 31,                         1996           1995

(in thousands)                                          
Land                       $        2,919 $        2,919
Buildings and furnishings          24,356         22,864
Leasehold improvements              2,307          2,556
Transportation and                                      
   other equipment                 42,333         31,129
                                   71,915         59,468
Less: Accumulated                                       
   depreciation                  (19,935)       (18,736)
                            $      51,980  $      40,732



NOTE 5- INTANGIBLES

DECEMBER 31,                          1996              1995

(in thousands)                                              
Goodwill                     $      35,009     $      28,673
Accumulated amortization                                    
                                   (4,875)           (3,931)
Goodwill, net                       30,134            24,742
                                                            
Other                               13,664            10,136
Accumulated amortization           (6,697)           (5,488)
Other, net                           6,967             4,648
Intangibles, net             $      37,101     $      29,390

NOTE 6- INCOME TAXES

     The provision for income taxes includes state income taxes of $2,113,000,
$1,925,000, and $1,850,000 in 1996, 1995 and 1994 , respectively.

     The following table indicates the significant elements contributing to the
difference between the U.S. federal statutory tax rate and the effective tax
rate:
<TABLE>
<S>                                              <C>            <C>           <C>          
YEAR ENDED DECEMBER 31,                           1996           1995          1994

Percentage of earnings before taxes:                                               
U.S. federal statutory rate                       35.0%           35.0%       35.0%
State and local taxes on income, net of                                            
   federal income tax benefit                      4.4%            4.5%        4.8%
Other                                              2.3%            1.5%        1.2%
Effective rate                                    41.7%           41.0%       41.0%


</TABLE>
     Presented below are the significant elements of the net deferred tax
balance sheet accounts at December 31, 1996 and 1995:

Deferred tax assets:                             1996      1995
  Current:                                                     
     Accounts receivable                       $4,857  $  4,893
     Inventories                                  902       677
     Deferred compensation                        428       234
     Other, net                                   769     1,197
Subtotal                                        6,956     7,001
                                                               
  Long-term:                                                   
     Acquired net operating loss benefits                      
                                                  482       539
     Other, net                                 1,127     1,300
Subtotal                                        1,609     1,839
                                                               
Total deferred tax assets                    $  8,565  $  8,840
                                                               
Deferred tax liabilities:                                      
  Current:                                                     
    Change in tax method for inventories     $  2,396  $  2,396
Subtotal                                        2,396     2,396
                                                               
  Long-term:                                                   
   Fixed assets                              $  3,557     3,486
   Change in tax method for inventories                        
                                                          2,396
   Other, net                                   1,082     1,063
Subtotal                                        4,639     6,945
                                                               
Total deferred tax liabilities               $  7,035  $  9,341

     During 1992, the Company adopted the FIFO method of valuing inventories for
tax purposes.  Prior to 1992, the Company used the LIFO method of valuing
inventories for tax purposes.  The transition rules allow for the Company to
implement this change in accounting for tax purposes on a pro-rata basis over
the years 1992 through 1997.

     In connection with the acquisition of Goold, the Company acquired federal
net operating loss carryforwards of $2,318,468.  Due to certain tax law
limitations, annual utilization of the carryforward is limited to $162,945.  The
remaining tax loss carryforward at December 31, 1996 is $1,541,243.  The
carryover period expires in 2006.


 NOTE 7 - LONG-TERM DEBT

     The primary components of long-term debt at December 31, 1996 are
$67,350,000 of Debentures and $30,000,000 of Senior Notes.  The remaining
$2,416,000 is comprised of mortgage obligations, and certain other debt related
to the purchase of the IV One Companies and NIS.

     On September 24, 1992 and October 20, 1992, the Company concluded a public
offering of $65,000,000 and $2,350,000, respectively, of Convertible
Subordinated Debentures, Due 2002, for approximately $65,565,000, net of
underwriting and other costs.  The 6.50% Debentures are convertible at any time
prior to maturity into the Company's common stock at $19.825 per share.  The
Company may redeem the Debentures at a decreasing premium after October 1, 1996.

     The market value of the 6.50% Debentures, based upon the publicly quoted
rate, was $71,391,000 and $70,212,375  as of December 31, 1996 and December 31,
1995, respectively.

     On December 27, 1996, the Company completed a private placement of $30
million Senior Notes due December 27, 1999 at an interest rate of 7.25%.  The
Company estimates the fair market value at December 31, 1996 approximates the
principle amount based on the proximity of the issuance date to the fiscal year
end.

     In 1995, the Company purchased its corporate offices from a partnership
controlled by the Company's principal shareholder at its fair market value of
$1,450,000.  Prior to the purchase, the Company leased the building under a
capitalized lease with a minimum annual rental of $111,000 at an implicit rate
of 10.5%.

NOTE 8 - PROFIT SHARING PLAN

     The Company and its subsidiaries maintain a  qualified Profit Sharing Plan
("Profit Sharing Plan") for eligible employees.  All employees are generally
eligible to participate in the Profit Sharing Plan as of the first January 1,
April 1, July 1 or October 1 after having completed at least one year of service
(as defined in the Profit Sharing Plan) and having reached age  21.

     The  annual contribution of the Company and its subsidiaries to the Profit
Sharing Plan is at the discretion of the Board and is generally 8% of the
Participant's compensation  for the year.  The employer contribution for a year
is allocated among the Participants employed on the last day of the year in
proportion to their relative compensation for the year.TheCompany's
contributions to the plan for the years ended December 31, 1995 and 1994  were
$1,165,550 and  $933,600,   respectively, and are estimated to be $1,334,572 for
the year ended December 31, 1996.

     Subject to limitations imposed by the Internal Revenue Code, a Participant
may in addition to receiving a share of the employer contribution,  have a whole
percentage (ranging from 1% to 13%) of his or her compensation withheld from pay
and contributed to the Profit Sharing Plan and make "rollover" contributions to
the Profit Sharing Plan of qualifying distributions from other employers'
qualified plans.

     A Participant's interest in amounts withheld from his or her pay and
contributed to the Profit Sharing Plan or in rollover contributions and in the
earnings on those amounts are fully vested at all times.  A Participant's
interest in employer contributions made on his or her behalf and the earnings on
those contributions become 20% vested after three years of service and an
additional 20% vested during each of the next four years.  A Participant's
interest in employer contributions made on his or her behalf and the earnings on
those contributions will also become fully vested when the employee retires at
age 65 or older, dies or becomes totally disabled.

     All contributions to the Profit Sharing Plan are paid in cash to an
Indianapolis bank, as trustee, and are invested by the trustee until distributed
to Participants or their beneficiaries.  Participants are permitted to direct
the trustee as to the investment of their accounts by choosing among several
investment funds that are offered under the Profit Sharing Plan, including one
fund consisting of common stock of the Company.  Participants may elect to
invest in one fund or a combination of the available funds according to their
investment goals.  If a Participant does not make an investment election, his or
her Profit Sharing Plan accounts will be invested in a fund designated by the
Company.

NOTE 9 - CAPITAL STOCK

     The Company's capitalization presently consists of 30,000,000 authorized
shares of Common Stock and 1,000,000 authorized shares of Special Stock.  Both
the Common Stock and Special Stock have a $.01 par value per share.

     Prior to May 20, 1993, the Company had a 1983 Incentive Stock Option Plan,
a 1983 Nonqualified Option Plan, and a 1987 Stock Option and Incentive Plan.
The number of shares available for issuance pursuant to such plans aggregated
2,500,000 shares.  Incentive stock options, granted at a minimum of 100% of fair
market value, and nonqualified stock options, granted at a minimum of 85% of
fair market value, both exercisable for up to 10 years from the date of grant,
were authorized under such plans.
     On May 20, 1993, the Company's shareholders approved the 1993 Stock Option
and Incentive Plan authorizing 1,000,000 shares of the Company's common stock
for sale or award to officers and key employees (including any such officer or
employee who holds at least 10% of the Company's common stock) as stock options
or restricted stock. No further awards will be made from the shares of common
stock that remained available for grants under prior stock option plans.

     On May 19, 1994, the Company's shareholders approved amendments to the
Company's 1983 Incentive Stock Option Plan, the 1983 Nonqualified Stock Option
Plan, the 1987 Stock Option and Incentive Plan and the 1993 Stock Option and
Incentive Plan to permit the Company's Compensation and Stock Option Committee
of the Board of Directors ("Committee") to allow participants under these plans,
including the holders of outstanding options, to exercise an option during its
term following cessation of employment by reason of death, disability or
retirement.  Such amendments also permitted the Committee, in its sole
discretion, to change the exercise and termination terms of options granted if
such changes are otherwise consistent with applicable federal and state laws.
In addition, the 1993 plan was amended to (i) increase from 1,000,000 to
1,500,000 the number of shares authorized for issuance pursuant to awards made
under the 1993 plan; (ii) limit to 100,000 shares the number of shares that any
one participant may receive under the 1993 plan during any calendar year; and
(iii) provide that the Board of Directors may amend the 1993 plan in any respect
without shareholder approval, unless such approval is required to comply with
Rule 16b-3 under the Securities Exchange Act of 1934 or Section 422 of the
Internal Revenue Code of 1986.  On May 16 1996, the Company's shareholders
approved an amendment to the 1993 Stock Option and Incentive Plan to increase by
1,500,000 the number of shares authorized for issuance pursuant to awards made
under the 1993 plan.

    In accordance with the provisions of Financial Accounting Standards No.
123, Accounting for Stock-Based Compensation (SFAS 123), the Company has
elected to continue following Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees (APB 25) and related Interpretations
in accounting for its stock option plans, and accordingly, generally does not
recognize compensation expense related to these options.  If the Company had
elected to recognize compensation expense based on the fair value of the
options at the grant date as prescribed by SFAS 123, pro forma net income and
earnings would have been:

                                            1996            1995
(In thousands, except share data)                               
Net earnings - as reported           $    18,006    $     16,381
Net earnings - pro forma             $    16,019    $     16,135
Earnings per share                                                      
 Primary - as reported                      1.52            1.42
 Primary - pro forma                        1.35            1.40
 Fully diluted - as reported                1.35            1.27
 Fully diluted - pro forma                  1.21            1.25

     The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted-
average assumptions for the years ended,

                                             1996                1995
                                                                         
Risk free interest rates                     6.05%               5.69%
Expected dividend yields                      .41%                .41%
Expected life of options                     4.60                4.58
Volatility of stock price                   29.43%              32.26%
Weighted average  fair value of options    $ 6.20              $ 6.09
                                                                     

    Compensation expense based on the fair value of options granted prior to
January 1, 1995 were not included in the preceding pro forma calculations.
Therefore,  the resulting pro forma compensation cost may not be representative
of that to be expected in future years.

Changes in stock options under all plans are shown below:

                         NUMBER OF SHARES  WEIGHTED AVERAGE
                                           EXERCISE PRICE
                                           
Options outstanding                        
   at December 31, 1993  2,016,204                  $ 11.91
Forfeited during 1994    ( 51,200)                  $ 12.42
Granted during 1994        708,417                  $ 13.21
Exercised during 1994    ( 43,950)                  $ 11.26
                                           
Options outstanding                        
   at December 31, 1994  2,629,471                  $ 12.26
Forfeited during 1995    (102,598)                  $ 13.12
Granted during 1995        647,300                  $ 17.17
Exercised during 1995    (382,394)                  $ 11.34
                                           
Options outstanding                        
   at December 31, 1995  2,791,779                  $ 13.50
Forfeited during 1996    ( 56,600)                  $ 17.55
Granted during 1996        848,775                  $ 18.01
Exercised during 1996    (308,654)                  $ 11.51
                                           
Options outstanding                        
   at December 31, 1996  3,275,300                  $ 14.78
                                           
Exercisable                                
   at December 31, 1996  1,908,718
                                           
Available for grant                        
   at December 31, 1996    344,106


     In certain cases, the exercise of stock options results in state and
federal income tax deductions to the Company on the difference between the
market price at the date of exercise and the option price.  The tax benefits
obtained from these deductions are included in additional paid in capital.

     Additional information regarding options outstanding at December 31, 1996
are shown below:

<TABLE>
                        Exercise Price Range
<S>                         <C>            <C>             <C>                <C>           
                             $5.42 - $9.99  $10.25 -$16.75  $17.00 - $20.08       Total
Number of options                                                                      
 outstanding                       321,850       1,419,975        1,533,475   3,275,300
Weighted average                                                                       
 exercise price                   $   8.70       $   12.87        $   17.83   $   14.78
Remaining contractual life                                                             
                                      3.24            7.33             8.85        7.64
Number of shares                                                                       
 exercisable                       321,850       1,044,642          542,226   1,908,718
Weighted average                                                                       
 exercisable price                $   8.70       $   12.66        $   17.38   $   13.33

</TABLE>
NOTE 10 - COMMITMENTS

     The Company leases warehouse and office space under noncancelable operating
leases expiring at various dates through 2001, with options to renew for various
periods.  Minimum commitments under leases aggregate  $1,675,000 for 1997,
$927,000 for 1998 and $394,000 for 1999, $383,000 for 2000 and 19,000 for 2001.


     The consolidated rent expense for the years ended December 31, 1996, 1995
and 1994 was $1,519,919, $1,708,691 and $1,500,082  respectively, of which
approximately $208,728 in 1996,  $76,875 in 1995 and $45,000 in 1994  pertained
to leases with terms of one year or less.

NOTE 11 -  MAJOR CUSTOMERS

       The Company services customers in 50 states and  Puerto Rico from its 12
distribution centers located in nine states.  Its principal customers are chain
drug companies that operate their own warehouses.  Other customers include
independent drug stores, chain drug stores, hospitals, clinics, HMOs, state and
federal government agencies and other health care providers.  The following
chain drug warehouse customers each accounted for over 10% of the Company's net
sales during the years shown: Eckerd Corporation (17%), Rite Aid Corporation
(14%) and Revco D.S., Inc. (12%) in 1996; Eckerd Corporation (19%), Rite Aid
Corporation (15%) and Revco D.S., Inc. (10%) in 1995; and Eckerd Corporation
(22%) and Rite Aid Corporation (11%) in 1994. Sales to these customers
aggregated 43%, 44% and 33% of net sales in 1996, 1995 and 1994  respectively.
The Company sells inventory to its chain drug warehouse and other customers on
various payment terms.  This entails accounts receivable exposure, especially if
any of its chain warehouse customers encounter financial difficulties.  Although
the Company monitors closely the creditworthiness of its major customers and,
when feasible, obtains security interests in the inventory sold, there can be no
assurance that the Company will not incur the write-off or writedown of chain
drug accounts receivable in the future.


NOTE 12 - STATEMENT OF CASH FLOWS

     Cash paid for interest expense and income taxes was as follows:

DECEMBER 31,         1996      1995      1994

(in thousands)                               
Interest        $  13,126 $  13,395  $ 13,679
Income taxes    $  13,640 $  16,469 $   8,003

    Presented below is a brief discussion of recent acquisitions by the Company.
The purchase price has been allocated based on a determination of the fair value
of the assets acquired and liabilities assumed.  The goodwill associated with
these acquisitions is being amortized on a straight line basis not exceeding 40
years.  All acquisitions were treated as purchases and the financial statements
include the results of operations from the respective effective date of
acquisition.  Results of operations of the acquired companies from January 1 of
the year of acquisition to the effective dates of the transactions are not
material to the consolidated results of operations of the Company for the
respective years.


     Effective July 1, 1994 and October 31, 1994, the Company purchased Kendall
Drug Co. (Kendall), a wholesale pharmaceutical distributor based in Shelby, NC
and 3C Medical, Inc. (3C), a distributor of hemodialysis products  based in
Santa Ana, CA, respectively.  The Company expended approximately $8.1 million
for the acquisition of Kendall which approximated the fair value of the net
assets acquired. The Company exchanged 15,000 shares of its common stock (market
value $195,000) and approximately $1.2 million in cash for 3C which exceeded the
fair value of the net assets acquired and resulted in approximately $1.1 million
of intangible assets.

     Effective January 1, 1995, the Company purchased the IV One Companies (IV
One).   IV One is comprised of IV-1, Inc., IV-One Services, Inc. and National
Pharmacy Providers, Inc.  These companies focus on high acuity specialty
pharmacy services for patients requiring home and ambulatory infusion therapy.
The consideration exchanged for IV One was approximately $2.9 million which
exceeded the fair value of net assets  acquired and resulted in approximately
$2.1 million of intangible assets.



     In January, 1996, the Company formed a new subsidiary, National Infusion
Services, Inc.(NIS).  Effective February 8, 1996, the Company through its NIS
subsidiary purchased the assets of the infusion services division of Infectious
Disease of Indiana P.S.C.  NIS is a provider of quality care to patients in a
variety of settings.  In February of 1997, the corporate name was changed from
NIS to Priority Healthcare Services Corporation (PHS). The Company acquired the
assets of NIS for approximately $9 million in cash and incurred a long-term
obligation of approximately $1.5 million, resulting in approximately $9.8
million in intangible assets.

NOTE 13 - LEGAL PROCEEDINGS

     The Company is a defendant in a consolidated class action filed in the
United States District Court for the Northern District of Illinois in 1993 which
names the Company, five other pharmaceutical wholesalers and 26 pharmaceutical
manufacturers as defendants.  Plaintiffs allege that pharmaceutical
manufacturers and wholesalers conspired to fix prices of brand-name prescription
drugs sold to retail pharmacies at artificially high levels in violation of the
federal antitrust laws.  The plaintiffs seek injunctive relief, unspecified
treble damages, costs, interest and attorney's fees.  The Company has denied the
complaint allegations.

     In April, 1996, the Court granted the wholesalers motion for summary
judgment and dismissed the wholesaler defendants, including the Company, from
the action finding that there was no evidence in the record that the wholesaler
defendants had conspired with the pharmaceutical manufacturer defendants.  The
class action plaintiffs have appealed this decision to the U.S. Court of Appeals
for the Seventh Circuit.  The appellate court has not issued a briefing or
hearing schedule as of this time.  The trial court on January 30, 1997 denied
the plaintiffs motion under Fed. R. Civ. P. 60(b) to reopen the summary judgment
issues involving the wholesaler defendants.

     A majority of the manufacturer defendants and the class plaintiffs have
reached a settlement agreement, which was approved by the Court.  The decision
approving the settlement agreement has also been appealed to the Seventh
Circuit.

     On July 1, 1996, the Company and several other wholesalers were joined as
the defendants in a seventh amended and restated complaint filed in the Circuit
Court of Greene County, Alabama,  Durrett v. The Upjohn Company, civil action
no. 94-029.  The case was first filed in 1994.  The plaintiffs claim the prices
of prescription drugs they purchase in interstate commerce are artificially high
because of alleged illegal activities of the defendant pharmaceutical
manufacturers and wholesalers.  The plaintiffs seek monetary damages, injunctive
relief and punitive damages.  The Company has denied the allegations of the
complaint.

     Defendants filed motions to dismiss and for judgment on the pleadings
arguing that the Alabama Antitrust Statute applies only to intrastate commerce.
The trial court denied defendants' motion and defendants have appealed the issue
to the Alabama Supreme Court, which accepted the appeal on February 7, 1997.  In
addition, plaintiffs' motion for class certification is pending before trial
court.

     On October 21, 1994, the Company entered into an agreement in these cases
with five other wholesalers and 26 pharmaceutical manufacturers.  Among other
things, the agreement provides: (a) if a judgment is entered into against both
the manufacturer and wholesaler defendants, the total exposure for joint and
several liability of the Company is limited to $1,000,000; (b) if a settlement
is entered into by, between and among the manufacturer and wholesaler
defendants, the Company has no monetary exposure for such settlement amount; (c)
the six wholesaler defendants will be reimbursed by the 26 manufacturer
defendants for related legal fees and expenses up to $9,000,000 total (the
Company's initial portion of this amount is $1,000,000); and (d) the Company is
to release certain claims which it might have had against the manufacturer
defendants for the claims presented by the plaintiffs in these cases.  The
agreement covers the federal court litigation as well as cases which have been
filed in various state courts.

     The Company is unable to form a reasonably reliable conclusion regarding
the likelihood of a favorable or unfavorable outcome of these cases.  As
confirmed by the Federal Court's decision, the Company believes the allegations
of liability are without merit with regard to the wholesaler defendants and that
the attendant liability of the Company, if any, would not have a material
adverse effect on the Company's financial condition or liquidity.  Adverse
decisions, although not anticipated, could have an adverse material effect on
the Company's results of operations.

     On October 7, 1996, the Company and its indirect subsidiary, National
Infusion Services, ("NIS"), were named as defendants in an action filed by
Thomas G. Slama, M.D. in the Superior Court of Hamilton County, Indiana which is
now pending in that Court as Cause No. 29D03-9702-CP-81.  Dr. Slama is a
director of the Company and formerly was Chief Executive Officer and President
of NIS.  The complaint alleges breach of contract and defamation arising  from
the termination of Dr. Slama's employment with NIS in October 1996, and  seeks
damages in excess of $3.4 million, punitive damages, attorneys fees and costs.
The Company and NIS believe Dr. Slama terminated his employment without "cause"
(as defined in his employment agreement), and alternatively, that NIS had
grounds to terminate Dr. Slama for "cause" under his employment agreement.  The
Company and NIS have answered the complaint, denying the merits of Dr. Slama's
claims, and have also filed a counterclaim against Dr. Slama seeking, among
other things, declaratory relief, compensatory and (in some instances) treble
damages, punitive damages, attorneys' fees, interest and costs.  The Company and
NIS are contesting Dr. Slama's complaint and pursuing their counterclaim
vigorously.  Although the outcome of any litigation is uncertain, the Company
believes after consultation with  its counsel that the attendant liability of
the Company, if any, should not have a material adverse effect on the Company's
financial condition or liquidity.  An adverse decision, although not
anticipated, could have a material effect on the Company's results of
operations.

     On January 11, 1996, the Company was informed by the U.S. Attorney's office
in Indianapolis that the Drug Enforcement Administration ("DEA") was alleging
multiple violations of the recordkeeping and reporting regulations of the
Controlled Substances Act ("Act") resulting from a routine inspection of the
Company's Indianapolis Distribution Center during January and February 1994.  On
November 7, 1996, the Company entered into a Civil Consent Decree with the
United States and the DEA resolving all issues relating to its Indianapolis
Distribution Center's alleged failure to comply with the Act.  In exchange for
the settlement of all civil and administrative issues, the Company paid
$700,000, and agreed to pay an additional $300,000 if the Company does not
substantially comply with the terms of the Civil Consent Decree over the next
two years.  The Company does not believe the amount of the settlement will
exceed the charge recognized by the Company in 1996, which included estimated
related professional fees of $112,000.

NOTE 14 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
The following table presents the quarterly financial data for 1996 and 1995.

<S>                                    <C>                      <C>              <C>          <C>     
                                            FIRST                    SECOND          THIRD       FOURTH
                                          QUARTER                   QUARTER        QUARTER      QUARTER
(in thousands, except per share data)                                                        
1996                                                                                         
   Net sales                           $1,188,988                 $1,217,896    $1,336,265   $1,574,377
   Gross margin                            29,426                     30,008        29,649       31,435
   Net earnings                             4,604                      4,060         4,213        5,129
   Earnings per share:                                                                       
    Primary                            $      .39               $        .34    $      .35   $      .43
    Fully Diluted                             .35                        .31           .32          .37
                                                                                             
1995                                                                                         
   Net sales                           $1,113,717                 $1,126,260    $1,121,533   $1,308,643
   Gross margin                            27,008                     26,020        24,041       27,335
   Net earnings                             4,196                      4,201         3,547        4,436
   Earnings per share:                                                                       
    Primary                            $       .37              $       .37     $      .31   $      .38
    Fully Diluted                              .33                      .33            .28          .34
</TABLE>
                                   SIGNATURES
                                        
       Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

OCTOBER 13, 1997                        BINDLEY WESTERN INDUSTRIES, INC.

                                   By /s/ Thomas J. Salentine
                                        THOMAS J. SALENTINE
                                        EXECUTIVE VICE PRESIDENT
                                        (PRINCIPAL FINANCIAL OFFICER)