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

                               FORM 10-K/A
                             Amendment No. 2 

(Mark One)
  [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934 (FEE REQUIRED)
               
                  For the fiscal year ended December 31, 1995          
                                                       
                                          OR

  [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

   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. [  ]

                               $138,637,541    

Aggregate market value of the voting stock held by nonaffiliates of the
registrant based on the last sale price for such stock at March 15, 1996
(assuming solely for the purposes of this calculation that all Directors
and Officers of the Registrant are "affiliates")

                               	11,345,847                	

Number of shares of Common Stock outstanding as of March 15, 1996

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents 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		    			PART III
1996 Annual Meeting of Common					          Page 1 of 237 
Shareholders of Registrant					            	Index to Exhibits at Pages 39

(page)
Explanation of Amendment

This second amendment to the Bindley Western Industries, Inc. annual report
for the year ended December 31, 1995 on Form 10-K is being filed to revise 
the signature page of Amendment No. 1 to the 1995 form 10-K.  This revision 
now indicates that Amendment No. 1 for the year ended December 31, 1995 was
not signed by Thomas G. Slama, Director.

(page)
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.

                         							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.
<TABLE>
Signature                                     Title                                  Date
<S>                             <S>                                             <C>       
/s/ William E. Bindley          Chairman of the Board and President             March 21, 1996
William E. Bindley              (Principal Executive Officer); Director

/s/ William F. Bindley, II      Director                                        March 21, 1996
William F. Bindley, II

/s/ Keith W. Burks              Executive Vice President; Director              March 21, 1996
Keith W. Burks

/s/ Seth B. Harris              Director                                        March 21, 1996 
Seth B. Harris

/s/ Robert L. Koch, II          Director                                        March 21, 1996
Robert L. Koch, II

/s/ Michael D. McCormick        Executive Vice President, General               March 21, 1996 
Michael D. McCormick            Counsel and Secretary; Director

/s/ J. Timothy McGinley         Director                                        March 21, 1996
J. Timothy McGinley

/s/ James K. Risk, III          Director                                        March 21, 1996   
James K. Risk, III

/s/ Thomas J. Salentine         Executive Vice President and Chief              March 21, 1996 
Thomas J. Salentine             Financial Officer (Principal Accounting
                                and Financial Officer); Director

                                Director                                        
Thomas G. Slama, M.D.

/s/ K. Clay Smith               Director                                        March 21, 1996
K. Clay Smith
</TABLE>
(page)
	                             SIGNATURE

		Pursuant to the requirements 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.


April 9, 1997 			              	   BINDLEY WESTERN INDUSTRIES, INC.


   
                             	      BY  /s/ Thomas J. Salentine
                               		   Thomas J. Salentine
		                                  Executive Vice President
		                                  (Principal Financial Officer)