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

                                    FORM 10-K/A


(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, 1997

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

           Securities registered pursuant to Section 12(b) of the Act:
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<S>                                                                <C>
Common Stock ($.01 par value)                                           New York Stock Exchange
     (Title of class)                                             (Name of exchange on which registered)
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           Securities registered pursuant to section 12(g) of the Act:

                                      NONE

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. []

                                  $433,102,790

Aggregate market value of the voting stock held by nonaffiliates of the
registrant based on the last sale price for such stock on March 20, 1998
(assuming solely for the purposes of this calculation that all Directors and
Officers of the Registrant are "affiliates")

                                  15,994,616

        Number of shares of Common Stock outstanding as of March 20, 1998

                       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 OF FORM 10-K INTO WHICH
                                                  DOCUMENT IS INCORPORATED

                                                         PART III
Proxy Statement to be filed for the
1998 Annual Meeting of Common
Shareholders of Registrant


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                                  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.

March 26, 1998                                BINDLEY WESTERN INDUSTRIES, INC.

                                              By /s/ William E. Bindley
                                                 -----------------------------

              Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

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                   SIGNATURE                                         TITLE                               DATE

<S>                                              <C>                                               <C>
/s/ William E. Bindley                           Chairman of the Board and President
--------------------------------                 (Principal Executive Officer); Director            March 26, 1998
William E. Bindley

/s/ William F. Bindley, II                       Director
--------------------------------
William F. Bindley, II                                                                              March 26, 1998

/s/ Keith W. Burks                               Executive Vice President; Director
--------------------------------
Keith W. Burks                                                                                      March 26, 1998

/s/ Seth B. Harris                               Director
--------------------------------
Seth B. Harris                                                                                      March 26, 1998

/s/ Robert L. Koch, II                          Director
--------------------------------
Robert L. Koch, II                                                                                  March 26, 1998

/s/ Michael D. McCormick                         Executive Vice President, General Counsel
--------------------------------                 and Secretary; Director                            March 26, 1998
Michael D. McCormick

/s/ J. Timothy McGinley                          Director
--------------------------------
J. Timothy McGinley                                                                                 March 26, 1998

/s/ James K. Risk, III                           Director
--------------------------------
James K. Risk, III                                                                                  March 26, 1998

/s/ Thomas J. Salentine                          Executive Vice President and Chief Financial
--------------------------------                 Officer (Principal Accounting and Financial        March 26, 1998
Thomas J. Salentine                              Officer); Director


/s/ K. Clay Smith                                Director                                           March 26, 1998
--------------------------------
K. Clay Smith

/s/ Carolyn Woo                                  Director                                           March 26, 1998
--------------------------------
Carolyn Woo
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                              INDEX TO EXHIBITS


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<CAPTION>
                                                                                          Page No.
Exhibit                                                                                  This
  No.                                     Description                                   Filing
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<S>     <C>     <C>                                                                     <C>
3-A     1       (i)Amended and Restated Articles of Incorporation of
                Registrant........................................................

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

        3       (iii)Amendment to Restated Articles of Incorporation
                establishing terms of Class A Preferred Stock.....................

3-B     12      Restated By-Laws of Registrant, as Amended to date................

4-A     4       (i) Trust Indenture dated as of September 15, 1992 between
                Registrant and Bank One, Indianapolis, NA.........................

                (ii)Notice Of Redemption, dated August 27, 1997, of Registrant's
                6.50% Convertible Subordinated Debentures Due 2002................      __________

4-B             Ninth Amendment to Amended and Restated Credit Agreement, dated
                as of June 11, 1997, by and among Registrant, Bank One, Indiana,
                NA, in its individual capacity, Nationsbank of Texas, N.A., The
                Bank of Tokyo-Mitsubishi, Ltd., Keybank National Association,
                NBD Bank, N.A., Suntrust Bank, Central Florida, N.A., The
                Industrial Bank of Japan, Limited, National City Bank of Indiana,
                and Bank One, Indiana, NA, as Agent (this exhibit has not been
                included in this filing but will be provided upon written request
                to the Registrant's Chief Financial Officer) .....................

4-C             Note Purchase Agreement dated as of December 15, 1996 by and
                among Registrant and Nationwide Life Insurance Company and
                Employers Life Insurance Company of Wausau for $30,000,000
                aggregate principal amount of Registrant's 7.25% Senior Notes due
                December 27, 1999  (this exhibit has not been included in this
                filing but will be provided upon written request to the
                Registrant's Chief Financial Officer) ............................


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                                                                                          Page No.
Exhibit                                                                                  This
  No.                                     Description                                   Filing
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<S>     <C>     <C>                                                                     <C>
10-A*   6       (iii)Employee Benefit Trust Agreement of Registrant dated
                November 30, 1990.................................................

        5       (v)Split Dollar Insurance Agreement dated December 11, 1992
                between Registrant and William F. Bindley, II and K. Clay Smith
                as trustees of  the William E. Bindley Irrevocable Trust..........

        5       (vi)The William E. Bindley Trust Agreement dated December 11,
                1992 between William E. Bindley, grantor, and William F.
                Bindley, II and K. Clay Smith, trustees...........................

10-B*   7       (i)Nonqualified Stock Option Plan of Registrant...................

        10      (ii)Amendment to the Nonqualified Stock Option Plan of
                Registrant........................................................

10-C*   7       (i)Incentive Stock Option Plan of Registrant......................

        10      (ii)Amendment to the Incentive Stock Option Plan of
                Registrant........................................................

10-D*   8       (i)1987 Stock Option and Incentive Plan of Registrant.............

        9       (ii)Amendment to 1987 Stock Option and Incentive Plan.............

        9       (iii)Outside Directors Stock Option Plan of Registrant............

        10      (iv)Amendment to the 1987 Stock Option and Incentive Plan of
                Registrant........................................................

10-E*   5       (i)1993 Stock Option and Incentive Plan of Registrant.............

        10      (ii) First Amendment to the 1993 Stock Option and Incentive
                Plan of Registrant................................................

        14      (iii) Second Amendment to the 1993 Stock Option and Incentive
                Plan of Registrant ...............................................


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<CAPTION>
                                                                                          Page No.
Exhibit                                                                                  This
  No.                                     Description                                   Filing
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<S>     <C>     <C>                                                                     <C>
10-F    15      Subordinated Promissory Note between Registrant and Priority
                Healthcare Corporation ..........................................

10-G    16      Revolving Credit Promissory Note between Registrant and
                Priority Healthcare Corporation .................................

10-J*   13      (i)Form of Termination Benefits Agreement, dated April 1, 1996,
                between the Registrant and Messrs. Bindley, Burks, McCormick,
                and Salentine....................................................

        12      (ii)Termination Benefits Agreement, dated as of February 8,
                1996, between Registrant and Thomas G. Slama.....................

10-U    10      (i)Assistance Agreement dated August 11, 1993 between the State
                of Connecticut and Registrant. ..................................

10-V            (i)Agreement dated July 14, 1997 between Eaton & Lauth Real
                Estate Services, Inc. and the Registrant (the exhibits to this
                exhibit have not been included in this filing but will be
                provided to the Commission upon written request to the
                Registrant's General Counsel)....................................       __________

                (ii)Assignment and Assumption Agreement dated January 14, 1998
                by and among College Park Plaza Associates, Inc. and
                Registrant. .....................................................       __________

10-X*   12      (iii)Employment Agreement, dated February 8, 1996, between
                Registrant and Thomas G. Slama...................................

        12      (iv)Noncompetition Agreement, dated February 7, 1996, between
                Registrant and Thomas G. Slama...................................

10-Y    12      Collective Bargaining Agreement dated October 21, 1994 between
                J.E. Goold & Co. and Truck Drivers, Warehousemen and Helpers
                Union Local No. 340..............................................

10-Z*   10      (i)401(k) Profit Sharing Plan (Nonstandardized) Adoption
                Agreement of Registrant, effective January 1,1994................

        11      (ii)Amendment to page 4 of the 401(k) Profit Sharing Plan
                (Nonstandardized) Adoption Agreement of Registrant, effective
                January 1, 1994..................................................


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                                                                                          Page No.
Exhibit                                                                                  This
  No.                                     Description                                   Filing
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<S>     <C>     <C>                                                                     <C>
        12      (iii)401(k) Profit Sharing Plan (Nonstandardized) Adoption
                Agreement of Registrant, effective January 1, 1996................

        12      (iv)Amendment to page 6 of the 401(k) Profit Sharing Plan
                (Nonstandardized) Adoption Agreement of Registrant, effective
                January 1, 1996...................................................

                (v)Amendment to Item B.3 of the 401(k) Profit Sharing Plan
                (Nonstandardized) Adoption Agreement of Registrant, effective
                October 1, 1997...................................................      __________

                (vi)401(k)  Profit Sharing Plan (Nonstandardized)
                Participation Agreement of Registrant, effective July 31,1997.....      __________

                (vii)401(k)  Profit Sharing Plan (Nonstandardized)
                Participation Agreement of Registrant, effective August 8, 1997...      __________

10-AA*  11      (i)Form of Profit Sharing Excess Plan and related Trust between
                Registrant and each of William E. Bindley, Keith W. Burks,
                Michael D. McCormick, and Thomas J. Salentine.....................

        11      (ii)Form of 401(k) Excess Plan and Related Trust between
                Registrant and each of William E. Bindley, Keith W. Burks,
                Michael D. McCormick, and Thomas J. Salentine.....................

        12      (iii)First Amendment to 401(k) Excess Plan........................

                (iv)Form of Profit Sharing Excess Plan, restated as of
                January 1,1996, between Registrant and each of William E. Bindley,
                Keith W. Burks, Michael D. McCormick, Robert L. Myers,  and
                Thomas J. Salentine. ..............................................     __________

                (v)Form of 401(k) Excess Plan, restated as of January 1, 1996,
                between Registrant and each of William E. Bindley, Keith W.
                Burks, Michael D. McCormick, Robert L. Myers, and Thomas J.
                Salentine ........................................................      __________

21              List of subsidiaries of Registrant................................      __________

23              Written Consent of Price Waterhouse LLP...........................      __________


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<S>             <C>                                                                     <C>
27              Financial Data Schedule..........................................       ____________

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_______________
*The indicated exhibit is a management contract, compensating plan, or
arrangement required to be filed by Item 601 of Regulation S-K.



<PAGE>   8



1       The copy of this exhibit filed as the same exhibit number to the
        Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
        1987 is incorporated by reference.

2       The copy of this exhibit filed as Exhibit 4(a)(ii) to the Company's
        Registration Statement on Form S-3 (Registration No. 33-45965) is
        incorporated by reference.

3       The copy of this exhibit filed as exhibit number 1 to the Company's
        Quarterly Report on Form 10-Q for the quarter ended June 30, 1992 is
        incorporated by reference.

4       The copy of this exhibit filed as Exhibit 4-D to the Company's
        Registration Statement on Form S-3 (Registration No. 33-50982) is
        incorporated by reference.

5       The copy of this exhibit filed as the same exhibit number to the
        Company's Annual Report on Form 10-K for the year ended December 31,
        1992 is incorporated by reference.

6       The copy of this exhibit filed as the same exhibit number to the
        Company's Annual Report on Form 10-K for the year ended December 31,
        1990 is incorporated by reference.

7       The copy of this exhibit filed as the same exhibit number to the
        Company's Registration Statement on Form S-1 (Registration No. 2-84862)
        is incorporated by reference.

8       The copy of this exhibit filed as the same exhibit number to the
        Company's Annual Report on Form 10-K for the year ended December 31,
        1986 is incorporated by reference.

9       The copy of this exhibit filed as the same exhibit number to the
        Company's Annual Report on Form 10-K for the year ended December 31,
        1991 is incorporated by reference.

10      The copy of this exhibit filed as the same exhibit number to the
        Company's Annual Report on Form 10-K for the year ended December 31,
        1993 is incorporated by reference.

11      The copy of this exhibit filed as the same exhibit number to the
        Company's Annual Report on Form 10-K for the year ended December 31,
        1994 is incorporated by reference.

12      The copy of this exhibit filed as the same exhibit number to the
        Company's Annual Report on Form 10-K for the year ended December 31,
        1995 is incorporated by reference.

13      The copy of this exhibit filed as Exhibit 10-CC to the Company's
        Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 is
        incorporated by reference.

14      The copy of this exhibit filed as the same exhibit number to the
        Company's Annual Report on Form 10-K for the year ended December 31,
        1996 is incorporated by reference.


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15      The copy of this exhibit filed as Exhibit 10-K to Priority Healthcare
        Corporation's Registration Statement on Form S-1 (Registration No.
        333-34463) is incorporated herein by reference.

16      The copy of this exhibit filed as Exhibit 10-N to Priority Healthcare
        Corporation's Registration Statement on Form S-1 (Registration No.
        333-34463) is incorporated herein by reference.