SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                   FORM 10-K/A
                     (Amendment No. 1, amending Items 10-13)

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 For the fiscal year ended September 30, 1997

[ ] 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 1-5110

                           BERGEN BRUNSWIG CORPORATION
             (Exact name of registrant as specified in its charter)


      New Jersey                                           22-1444512
------------------------------------------------    ----------------------------
(State or other jurisdiction of                          (I.R.S. Employer
 Incorporation or organization                          Identification No.)

4000 Metropolitan Drive, Orange, California                 92868-3598
------------------------------------------------    ----------------------------
   (Address of principal executive offices)                 (Zip Code)

 Registrant's telephone number, including area code         (714) 385-4000
                                                    ----------------------------

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

                                                 Name of each exchange on
      Title of each class                            which registered
-------------------------------------    ---------------------------------------

     Class A Common Stock
   Par Value $1.50 per share                    New York Stock Exchange

  6-7/8% Exchangeable Subordinated
    Debentures due July 15, 2011                New York Stock Exchange

 $150,000,000 7-3/8% Senior Notes due 2003      New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
7% Convertible Subordinated Debentures due March 1, 2006 - Durr-Fillauer 
Medical, Inc.

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. [ ]

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 [ ]

At  November  30,  1997,   50,425,459  shares  of  Class  A  Common  Stock  were
outstanding.  The  aggregate  market  value of the Class A Common  Stock held by
nonaffiliates of the registrant on November 30, 1997 was $2,062,652,922.

                       Documents Incorporated by Reference

List hereunder the following documents if incorporated by reference and the part
of the Form 10-K into which the document is incorporated: None.



<PAGE>


                                    PART III

ITEM 10. DIRECTORS OF THE REGISTRANT

     The Restated  Certificate of Incorporation  of Bergen Brunswig  Corporation
(the "Company" or "Bergen")  provides that the Board of Directors  shall consist
of not more than 15 directors nor less than 9 directors, the exact number within
such limits to be fixed by the Board as provided in the By-Laws, which currently
provide for 12 directors.  The  directors  are divided into three  approximately
equivalent-sized  classes,  each class to serve for a period of three years on a
staggered term basis.

     Information is set forth below concerning the individuals currently serving
as directors of the Company; except where otherwise indicated,  such individuals
have held the occupational positions noted for at least the past five years.


Directors Whose Term Expires at the 1998 Annual Meeting
(Class I Directors)

Robert E. Martini                                         Director since 1962.
                                                          Age 65.

     Chairman of the Board (since 1992) of, and consultant (since June 1997) to,
the Company and formerly its Chief Executive  Officer (1990 to January 1997) and
President (1981 to 1992). Mr. Martini is a director of Mossimo, Inc. Mr. Martini
is Chairman of the Company's Executive, Financing and Nominating Committees. Mr.
Martini is the father of Brent R. Martini,  an Executive  Vice  President of the
Company.


John Calasibetta                                          Director since 1962.
                                                          Age 92.

                      Senior Vice President of the Company.


Neil F. Dimick                                            Director since 1995.
                                                          Age 48.

     Executive  Vice President and Chief  Financial  Officer (since 1992) of the
Company and formerly its Vice  President,  Finance (1991 to 1992).  President of
Alternate Site Distributors,  Inc., a subsidiary of the Company, since September
1996.


Donald R. Roden                                           Director since 1995.
                                                          Age 51.

     Chief Executive  Officer (since January 1997) and President (since 1995) of
the Company  and  formerly  the Chief  Operating  Officer  (1995 to 1997) of the
Company.  Prior to joining  the  Company  in 1995,  Mr.  Roden was a  healthcare
industry  consultant (1993 to 1995) and Chief Executive,  North America (1989 to
1993) of Reed  Elsevier  Medical  (publishing).  Mr.  Roden  is a member  of the
Company's Executive, Financing and Nominating Committees.


<PAGE>
Directors Whose Term Expires at the 1999 Annual Meeting
(Class II Directors)


Jose E. Blanco, Sr.                                       Director since 1992.
                                                          Age 71.

     Chairman  of the  Board  (since  1987)  of  J.M.  Blanco,  Inc.  (wholesale
pharmaceutical  distribution).  Mr.  Blanco is Vice  Chairman  of the  Company's
Investment/ Retirement Plan Committee, and a member of the Audit Committee.


Charles J. Lee                                            Director since 1972.
                                                          Age 72.

     Former Managing Director,  Smith Barney Inc.  (investment banking) (1989 to
1996). Mr. Lee is Vice Chairman of the Company's Audit Committee and a member of
the Executive, Financing and Nominating Committees.


George R. Liddle                                          Director since 1969.
                                                          Age 70.

     Investment  Adviser.  Former Vice  President,  Kidder,  Peabody & Co., Inc.
(stockbrokers),   retired.   Mr.   Liddle   is   Chairman   of   the   Company's
Investment/Retirement Plan Committee.


George E. Reinhardt, Jr.                                  Director since 1985.
                                                          Age 68.

     Formerly a consultant (1992 to 1995) to, and Senior Vice President  (1991),
Chief  Financial  Officer  (1976 to 1991) and Vice  President,  Finance (1981 to
1991) of, the Company.  Mr.  Reinhardt is a member of the  Company's  Executive,
Financing, Investment/Retirement Plan and Nomination Committees.


Directors Whose Term Expires at the 2000 Annual Meeting
(Class III Directors)

Rodney H. Brady                                           Director since 1973.
                                                          Age 64.

     President  and Chief  Executive  Officer,  Deseret  Management  Corporation
(diversified  corporate  holding company) since April 1996. Former President and
Chief  Executive  Officer,   Bonneville  International   Corporation  (broadcast
communications) (1985-1996). Mr. Brady is a director of Deseret Mutual Insurance
Company and First Security  Corporation.  Mr. Brady is a member of the Company's
Executive, Financing, Compensation/Stock Option and Nominating Committees.


Charles C. Edwards, M.D.                                  Director since 1985.
                                                          Age 74.

     Former President of California Healthcare Institute (nonprofit association)
(1993 to 1994). Former President and Chief Executive Officer,  ScrippsHealth and
Scripps  Institutions of Medicine and Science (health care) (1991 to 1993).  Dr.
Edwards is a director of Molecular  Biosystems,  Inc.,

<PAGE>

Northern  Trust  Bank and  IDEC  Pharmaceutical  Company.  Dr.  Edwards  is Vice
Chairman of the Company's  Compensation/Stock  Option  Committee and a member of
the Investment/Retirement Plan Committee.


James R. Mellor                                           Director since 1979.
                                                          Age 67.

     Former  Chairman of the Board and Chief Executive  Officer  (1993-1997) and
former President and Chief Operating  Officer (1991 to 1993) of General Dynamics
Corporation  (diversified  defense and  aerospace).  Mr. Mellor is a director of
General  Dynamics  Corporation,   Aeromovel  USA,  Inc.  and  Computer  Sciences
Corporation.  Mr. Mellor is Chairman of the Company's  Compensation/Stock Option
Committee.


Francis G. Rodgers                                        Director since 1982.
                                                          Age 71.

     Author and Lecturer.  Former Vice President,  Marketing,  IBM  (information
processing systems), retired. Mr. Rodgers is a director of Dialogic Corporation,
Mercantile Stores, Inc. and Milliken and Company. Mr. Rodgers is Chairman of the
Company's Audit Committee.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the  Securities  Exchange  Act (the  "Exchange  Act")
requires  the  Company's  directors,  officers and persons who own more than ten
percent of a registered class of the Company's equity securities to file reports
of ownership and changes in ownership of such securities with the Securities and
Exchange  Commission and the New York Stock  Exchange.  Directors,  officers and
greater than 10 percent beneficial owners are required by applicable regulations
to furnish the Company  with  copies of all Section  16(a) forms they file.  The
Company  is not aware of any  beneficial  owner of more than ten  percent of its
registered Class A Common Stock for purposes of Section 16(a).

     Based  solely  upon a review of the  copies of the forms  furnished  to the
Company,  the  Company  believes  that  during the 1997  fiscal  year all filing
requirements applicable to its directors and officers were satisfied on a timely
basis,  except that William Elliott (an executive officer of the Company) failed
to file on a timely  basis a report  disclosing  the grant of stock  options and
Brent R.  Martini  (an  executive  officer of the  Company)  failed to file on a
timely basis a report  disclosing his  beneficial  ownership of shares held by a
related trust.  These failures to file on a timely basis were  inadvertent;  the
required filings were made promptly after the failures to file on a timely basis
were noted.


ITEM 11. EXECUTIVE COMPENSATION

Director Compensation

                  Employee  directors  of the Company are not paid any fees,  as
such,  for  service on the Board or on any Board  Committee.  Each  non-employee
director received for fiscal 1997 an annual fee of $30,000 for Board service and
an attendance  fee of $2,000 for each Board meeting  attended in person and $600
for each such meeting  participated  in by telephone.  For  Committee  meetings,
non-employee  directors  (other than the  Chairmen of the  Committees)  received
$1,000  for each  Committee  meeting  attended  in person and $600 for each such
meeting  participated  in by telephone.  The Chairman of each Committee who is a
non-employee  director  received  a fee of  $1,500  for each  Committee  meeting
attended in person and $900 for each telephone meeting of the Committee in which
he  participated.  A non-employee  director who serves less than six months in a
fiscal year  receives 50% of the annual fee, and if he serves six months or more
in a  fiscal  year,  receives  100% of the  prevailing  annual  fee.  Under 

<PAGE>

the Company's Deferred Compensation Plan, a non-employee director of the Company
may elect to defer up to 100% of these  fees or any fixed  amount  not less than
$2,500 of such fees.

     The  Company  has  a  nonqualified   Capital   Accumulation  Plan  for  its
non-employee  directors.  The maximum  benefit  available to these  directors is
$150,000, payable upon retirement in 120 equal consecutive monthly installments.
If the  non-employee  director  has served for less than ten years,  his benefit
upon  retirement  will be based upon 10% of the maximum benefit for each year of
Board service with a minimum of three years of service required for inclusion in
the plan.  If a director  dies  before the normal  retirement  age of 70 and his
termination from Board service,  his beneficiary will receive an amount equal to
100% of the  amount  the  Company  would  have  paid  the  director  had  normal
retirement age been attained.

     Each  non-employee  director is  automatically  granted an option  covering
3,750 shares of Common Stock under the Company's Amended and Restated 1989 Stock
Incentive Plan upon his initial  election or  appointment  to the Board,  and is
thereafter  entitled to an annual grant of 2,500 shares ("Annual Grant") only if
the  Company  attains a ten  percent or greater  return on common  equity in the
preceding fiscal year. During fiscal 1997, each  non-employee  director received
an Annual Grant of 2,500 shares.


Compensation of Executive Officers

     The  following  table sets forth  information  for the fiscal  years  ended
September  30,  1997,  1996,  and 1995,  respectively,  with  respect to certain
compensation  awarded or paid to the Company's  former Chief Executive  Officer,
its current Chief Executive  Officer and its other four most highly  compensated
executive  officers  during  fiscal  1997  (collectively,  the "Named  Executive
Officers"):

<PAGE>

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                                                                         Long-Term
                                                                                       Compensation
                                                     Annual Compensation                  Awards
                                                                           Other        Securities
                                                                           Annual       Underlying       All Other
                                                                          Compen-        Options/         Compen-
Name and                                   Salary          Bonus           sation          SARs          sation(1)
Principal Position             Year          ($)            ($)             ($)             (#)             ($)
------------------             ----          ---            ---             ---             ---             ---

<S>                          <C>            <C>            <C>             <C>           <C>    <C>         
Robert E.Martini             1997(2)        412,500        200,000        270,592(3)      66,250      2,286,370(4)
Chairman                     1996           560,000        502,600        108,561(3)      31,250         33,005(4)
                             1995           553,269        428,000        168,229(3)      19,688         36,774(4)

Donald R. Roden              1997(5)        500,000        465,700         67,694(6)      31,250          1,154
President and Chief          1996(5)        400,000        359,000         63,601(6)     118,751             --
Executive Officer            1995(5)             --             --             --             --             --

Neil F. Dimick               1997           325,000        309,900         47,290(7)          --          4,750
Exec. Vice President,        1996           275,000        269,300        132,631(7)      50,001          4,571
Chief Financial Officer      1995           256,731        200,000         35,049(7)       6,563          4,500

William J. Elliott           1997           265,000        185,400         51,786(9)      11,000          3,363
Exec. Vice President         1996(8)             --             --             --         31,250             --
                             1995(8)             --             --             --             --             --

Charles J. Carpenter         1997           225,000        200,000         15,605(10)         --          4,750
Exec. Vice President         1996           169,167        117,800          7,200         31,250          2,591
Chief Procurement            1995           150,000         30,000          5,400         18,750          4,500
  Officer

Brent R. Martini             1997           225,000        186,100         22,863(11)         --          2,841
Exec. Vice President         1996           171,667        114,600          7,200         32,263          4,571 
                             1995           152,917         76,800          5,800         18,750          4,317
</TABLE>

--------------------------- 
(1)  Reflects  Company  contributions  under the  Company's  Pre-Tax  Investment
Retirement Account Employer  Contributions Plus Plan, unless otherwise indicated
in the following notes.

(2) Includes  compensation for Mr. Martini through January 1997 as the Company's
C.E.O. and thereafter as an employee and then a consultant to the Company.

<PAGE>

(3) Includes $92,120, $80,780 and $81,900 of imputed compensation reflecting the
difference  between the  average  market  interest  rate for the Company and the
interest free loan to Robert E. Martini during fiscal years 1995, 1996 and 1997,
respectively,  described under Item 13. For fiscal 1997, also includes  $129,167
of annuity  payments made to Mr. Martini under the Bergen  Capital  Accumulation
Plan (the "CAP").

(4)  Includes  $31,774,  $28,418 and $5,197 of  allocated  premiums  paid by the
Company to a split  dollar  life  insurance  plan for Robert E.  Martini  during
fiscal years 1995, 1996 and 1997,  respectively.  For fiscal 1997,  amounts also
include a lump sum payment of $1,059,610 made to Mr. Martini under the Company's
Amended and Restated  Supplemental  Executive Retirement Plan in connection with
the  termination  of Mr.  Martini's  participation  in that plan and payments of
$1,216,813  made to Mr. Martini  reflecting  amounts that Mr. Martini would have
received under the CAP had he retired at age 62.

(5) Mr. Roden's  employment with the Company  commenced during fiscal year 1996;
accordingly,  no amounts  are  reportable  for fiscal  year  1995.  Mr.  Roden's
compensation  for fiscal  1997  includes  compensation  for  services  as C.O.O.
(through January 1997) and C.E.O. (thereafter).

(6)  Includes  $16,362  and  $31,992  of  imputed  compensation  reflecting  the
difference  between the  average  market  interest  rate for the Company and the
interest free loan to Mr. Roden for fiscal years 1996 and 1997,  described under
Item 13.

(7) Includes $18,506, $16,288 and $18,281 of imputed compensation reflecting the
difference  between the  average  market  interest  rate for the Company and the
interest  free  loan to Mr.  Dimick  for  fiscal  years  1995,  1996  and  1997,
respectively, described under Item 13.

(8) Mr. Elliott's employment with the Company commenced during fiscal year 1997;
accordingly,  no compensation  amounts (other than options  granted  immediately
prior to the commencement of active  employment) are reportable for fiscal years
1996 and 1995.

(9) Includes $17,763 of imputed  compensation  reflecting the difference between
the average  market  interest rate for the Company and the interest free loan to
Mr. Elliott for fiscal year 1997, described under Item 13.

(10) Includes $4,113 of imputed  compensation  reflecting the difference between
the average  market  interest rate for the Company and the interest free loan to
Mr. Carpenter for fiscal year 1997 described under Item 13.

(11) Includes $6,169 of imputed  compensation  reflecting the difference between
the average  market  interest rate for the Company and the interest free loan to
Brent R. Martini for fiscal year 1997 described under Item 13.


Employment and Severance Arrangements

     In April  1994,  the Board  authorized  the  Company to enter into  written
employment  agreements (the "Employment  Agreements")  and severance  agreements
(the "Severance  Agreements")  with certain  executive  officers of the Company,
including Robert E. Martini and Mr. Dimick. Similar agreements were entered into
in October 1995 with Mr. Roden,  in September 1996 with Mr.  Carpenter and Brent
R. Martini, and in October 1996 with Mr. Elliott.

     In connection with the Agreement and Plan of Merger, dated as of August 23,
1997, by and among the Company,  Cardinal Health, Inc. ("Cardinal") and a wholly
owned subsidiary of Cardinal (the "Merger  Agreement"),  the Company has entered
into supplemental agreements (the "Supplemental Agreements") which terminate the
Severance  Agreements and amend the Employment  Agreements.  Except as described
below,  the  Supplemental  Agreements  will be void in the event that the Merger
Agreement is terminated  for any reason.  The Company is currently  proposing to
modify the Supplemental  Agreements.  The Company has described separately below
(i) the Employment  Agreements and Severance Agreements as they existed prior to
the execution of the Supplemental Agreements and as they will exist in the event
that the Merger Agreement is terminated and (ii) the 

<PAGE>

Supplemental  Agreements,  as  executed  and as  proposed  to be  modified.  For
information  regarding  arrangements made with Robert E. Martini after he ceased
to serve as the Company's Chief Executive Officer, see "Consulting Agreement".


     Employment and Severance Agreements

     Each  of the  Employment  Agreements  is for a term  of  three  years.  The
Employment  Agreements  automatically  extend  on a  monthly  basis  so that the
outstanding term is always three years, subject to the option of either party to
terminate  the  automatic  extension  provision  at any time.  Pursuant  to each
Employment  Agreement,  each Named  Executive  Officer  is to  receive  his then
effective annual base compensation,  a bonus that shall be equal to that paid to
other executive officers at the same level, but,  regardless of what may be paid
to other  executives,  in any event no less than fifty percent of the average of
the Named Executive Officer's previous three annual bonuses,  and other benefits
and  allowances.  In the  event of death or  disability,  each  Named  Executive
Officer or their beneficiary,  as the case may be, will receive the compensation
provided  for  under his  Employment  Agreement  for the term of the  Agreement,
calculated as if notice to terminate had been given 30 days prior to such event.

     Pursuant to the  Employment  Agreements,  the Company will  indemnify  each
Named  Executive  Officer  with respect to any  actions,  claims or  settlements
arising  out of the  performance  of his  duties,  including  the payment of all
reasonable  attorneys' fees and necessary costs and expenses.  In addition,  the
Company will pay as incurred all reasonable  attorneys' fees and necessary costs
and disbursements incurred by the Named Executive Officer in connection with any
dispute  under the  Employment  Agreement,  whether  or not the Named  Executive
Officer prevails.

     Pursuant  to  the  Employment  Agreements,   a  Named  Executive  Officer's
employment  may be terminated  without a claim for damages  arising  against the
Company  (1) upon  notice  by the  Named  Executive  Officer,  except  for "good
reason";  (2) by mutual  agreement  between the Named Executive  Officer and the
Company;  or (3) by the  Company  for  cause.  If the  Employment  Agreement  is
terminated  by the  Company  for any other  reason,  or if the  Named  Executive
Officer terminates the Employment Agreement for good reason (including,  but not
limited to, an adverse  change in such  officer's  position from his position at
the time he entered  into the  Employment  Agreement),  he will be  entitled  to
damages equal to the present value  equivalent of the compensation he would have
been paid under the  Employment  Agreement  for the next three  years,  less his
earned income from other employment, if any.

     The Severance  Agreements with the Named Executive Officers,  which provide
for benefits  additional to the Employment  Agreements,  require payment of cash
and other  benefits in the event of a voluntary or  involuntary  termination  of
employment  within  three years  following  a Change in Control (as  hereinafter
defined) of the Company. Payment under the Severance Agreements would consist of
2.99 times the average annual W-2 compensation  paid by the Company for the most
recent five taxable years of the Named Executive  Officer ending before the date
of the Change in Control if, following a Change in Control, such Named Executive
Officer is terminated without cause, such Named Executive Officer terminates for
any reason within 180 days after a Change in Control, or if such Named Executive
Officer  terminates for good reason  (including,  but not limited to, an adverse
change in such officer's position from his position at the time of the Change in
Control).  The Severance Agreements continue until three years and one day after
a Change in Control or until the Named Executive  Officer receives the severance
payment under the Severance Agreements.

     Under the  Severance  Agreements,  a Change in Control  with respect to the
Company is deemed to occur 90 days prior to (i) the  acquisition  by any person,
entity or group, within the meaning of Section 13(d) and 14(d) of the Securities
Exchange Act of 1934 (the  "Exchange  Act")  (excluding for this purpose (A) the
Company  or (B)  any  employee  benefit  plan  of  the  Company  which  acquires
beneficial  ownership  of voting  securities  of the  Company) of 50% or more of
beneficial ownership (within Rule 13(d)-3 promulgated under the Exchange Act) of
the combined voting power of the Company's then outstanding securities; (ii) any
rolling  period  of  two  consecutive  years  in  which  individuals  who at the

<PAGE>

beginning of such period  constitute  the Board of Directors of the Company (and
any new director  whose  election or  nomination  for election was approved by a
vote of at least 2/3 of the  directors  then  still in office  who  either  were
directors at the  beginning of the period or whose  election or  nomination  for
election  was  previously  so  approved)  cease for any reason to  constitute  a
majority of the Board of  Directors;  provided,  however,  no director  shall be
considered to have been so approved if such director initially assumed office as
a result of either an actual or threatened  "election  contest" (as described in
Rule 14(a)-11 under the Exchange Act) or other actual or threatened solicitation
of proxies  or  consent  by or on behalf of any  person  other than the Board of
Directors,  including as a result of any  agreement  intended to avoid or settle
any such election contest or proxy contest;  (iii) the approval by the Company's
shareowners of a dissolution  or  liquidation of the Company;  (iv) the sale (or
similar  transaction) or substantially all of the Company's operating assets; or
(v) a merger or consolidation,  or a transaction having a similar effect,  where
(A) the Company is not the survivor, (B) the majority of the Common Stock of the
Company  is no  longer  held by the  holders  of  Common  Stock  of the  Company
immediately  prior to the  transaction,  or (C) the  Company's  Common  Stock is
converted into cash, securities or other property.

     If any payment or acceleration of any benefits extended from the Company to
any Named  Executive  Officer  upon a Change in Control  would be subject to the
excise tax imposed by Section  4999 of the  Internal  Revenue  Code of 1986,  as
amended ("Code"),  then the Named Executive Officer shall be entitled to receive
an  additional  "gross up bonus" in an amount  necessary  to  provide  the Named
Executive  Officer with sufficient  after income tax funds to fully pay all such
excise taxes on both the payment and the gross up bonus.

     Pursuant to the Severance  Agreement,  the Company will pay as incurred all
reasonable attorneys' fees and necessary costs and disbursements incurred by the
Named  Executive  Officer in  connection  with any dispute  under the  Severance
Agreement, whether or not the Named Executive Officer prevails.

     Except  as  provided  in this  paragraph,  in the  event  that  the  Merger
Agreement is terminated for any reason, the Employment  Agreements and Severance
Agreements described above will remain in effect and the Supplemental Agreements
described  below  will  be  void.  However,  the  Forgiveness  Provision  of the
Supplemental  Agreements  described  below will remain in effect  regardless  of
whether the Merger Agreement is terminated or the Merger is consummated.

     Supplemental Agreements

     In connection  with the merger  provided for in the Merger  Agreement  (the
"Merger"),  Cardinal,  Bergen and several senior management  employees of Bergen
(including  each of the Named  Executive  Officers other than Robert E. Martini)
(such Named Executive  Officers,  the "Supplemental  Named Executive  Officers")
entered into  Supplemental  Agreements to amend and supplement  their Employment
Agreements and to terminate  their Severance  Agreements.  The amendments to the
Supplemental Named Executive Officers'  Employment  Agreements and other changes
to  the  terms  and  conditions  of  employment  effected  by  the  Supplemental
Agreements  are in  some  respects  more  favorable  to the  Supplemental  Named
Executive  Officers than existed  under the  Employment  Agreements  before such
amendments,  and in some  respects more  favorable to Bergen and  Cardinal.  The
Supplemental  Agreements  will  be  void  and  terminate  if the  Merger  is not
consummated, except as provided below.

     Each  of the  Employment  Agreements  executed  by the  Supplemental  Named
Executive  Officers,  as amended by the Supplemental  Agreements executed by the
Supplemental Named Executive Officers, have a term that will expire on the third
anniversary of the Merger,  if not terminated  earlier.  Each of such Employment
Agreements,  as amended by such  Supplemental  Agreements,  provides (i) for the
base  salaries  of the  Supplemental  Named  Executive  Officer in effect at the
effective time of the Merger (the "Effective  Time") to be reviewed annually and
increased as necessary to be  substantially  comparable  to the base salaries of
other executives of the same level of importance, responsibility and performance
within  Cardinal ("Peer Company  Executives");  (ii) for the equivalent of three
annual bonuses for the Supplemental  Named Executive  Officer over the remaining
term of the 

<PAGE>

Employment  Agreement,  with  each  such  bonus to be in such  amount  as may be
determined by Bergen in its discretion,  in accordance with the criteria used by
Cardinal for Peer Company Executives;  provided,  however, that in no event will
such  annual  bonus for any year be less than 50% of the average of the two most
recent annual  bonuses  received by the  Supplemental  Named  Executive  Officer
before the Effective Time, and the Supplemental Named Executive Officer's target
bonus will in each case be at least equal to the  Supplemental  Named  Executive
Officer's target bonus in effect at the Effective Time; and (iii) that following
the Effective Time, the Supplemental  Named Executive  Officers will be eligible
to be  considered  for grants of stock options  pursuant to the Cardinal  Equity
Incentive Plan on the standard terms and conditions  applicable to option grants
thereunder to similarly situated Cardinal executives.

     Pursuant  to each  such  Employment  Agreement,  as  amended  by each  such
Supplemental   Agreement,   if  the  Supplemental  Named  Executive  Officer  is
terminated by Bergen without "Cause" (as defined),  or if the Supplemental Named
Executive Officer  terminates his own employment for "Good Reason" (as defined),
Bergen will provide the Supplemental  Named Executive Officer with the following
compensation  and  benefits:  (i) base  salary  until the end of the term of the
agreement  (the  "Continuation  Period");  (ii) annual bonus amounts  during the
Continuation  Period;  (iii) car  allowance  or use of a  company  car and group
health benefits during the Continuation  Period; and (iv) arrangements  relating
to vesting and exercisability with respect to employee stock options held by the
Supplemental Named Executive Officer that remain outstanding but have not vested
and not become exercisable as of the date of such termination. In addition, such
Employment Agreements,  as amended by such Supplemental Agreements,  provide for
vesting and/or participation in Bergen's Retired Officers Medical Plan (the "ROM
Plan") in connection with certain terminations of employment.

     All of  the  Supplemental  Named  Executive  Officers  have  agreed  in the
Supplemental  Agreements  that in lieu of  receiving  benefits  under the Bergen
Capital   Accumulation   Plan  (the  "CAP")  and  Bergen  Amended  and  Restated
Supplemental  Executive  Retirement Plan (the "SERP"),  their benefits that were
fully  vested  under  the SERP and the CAP as of the date  that is  ninety  days
before the date of the Effective Time (the  "Conversion  Date"),  without giving
effect to the  provisions of Section 5.1(b) of the SERP, as in effect before the
amendment thereto dated as of August 23, 1997 (the "Vested  Benefits"),  and the
additional  benefit  that would have been  accrued and vested for them as of the
Conversion  Date  pursuant to said Section  5.1(b)  before such  amendment  (the
"Additional  Vested Benefit"),  will be credited to a deferral account for their
benefit,  which  account  will earn  interest  at the rate of 6.25%  per  annum,
compounded  quarterly,  from  the  Conversion  Date.  Upon  termination  of  the
Supplemental Named Executive Officer's employment, these amounts will be paid in
a single lump sum or in annual installments over a specified period of years, at
the option of the  Supplemental  Named Executive  Officer.  Notwithstanding  the
foregoing,  if the Supplemental Named Executive Officer's employment with Bergen
is  terminated  before the  expiration  date of such  Employment  Agreement,  as
amended  by  such  Supplemental  Agreement,  by  Bergen  for  Cause  or  by  the
Supplemental  Named Executive  Officer without Good Reason,  then the Additional
Vested  Benefit  will not be paid as described  above,  but will instead be paid
without  interest  (i)  to  the  Supplemental  Named  Executive  Officer  on the
Supplemental  Named  Executive  Officer's  sixty-fifth  birthday  or (ii) if the
Supplemental   Named  Executive  Officer  dies  before  the  Supplemental  Named
Executive Officer's  sixty-fifth  birthday,  to the Supplemental Named Executive
Officer's  designated  beneficiary  (or,  if the  Supplemental  Named  Executive
Officer had not designated a beneficiary,  to the  Supplemental  Named Executive
Officer's  estate) on the  sixty-fifth  anniversary  of the  Supplemental  Named
Executive Officer's birth.

     Pursuant to such  Supplemental  Agreements,  effective as of the  Effective
Time,  Cardinal  has agreed to provide  certain  guarantees  with respect to the
obligations  of Bergen  under  such  Employment  Agreements,  as amended by such
Supplemental Agreements.

     In addition to any other  payment  required  pursuant to such  Supplemental
Agreement  or  such  Employment   Agreement  as  amended  by  such  Supplemental
Agreement, Bergen has agreed to pay each Supplemental Named Executive Officer an
amount necessary for the Supplemental Named Executive  Officer,  on an after-tax
basis,  to pay any excise tax  (including  any payments  made for the purpose of
grossing up for excise tax purposes) for which the Supplemental  Named Executive
Officer is liable under Section 4999 of the Code.

<PAGE>

     The Severance  Agreements with the Supplemental  Named Executive  Officers,
which  would have  provided  for certain  severance  benefits in addition to the
benefits  under  the  Employment  Agreements,  in the  event of a  voluntary  or
involuntary  termination of employment within three years following a "Change of
Control" of Bergen (as defined in the Severance Agreements,  which would include
the Merger),  and for the excise tax  reimbursement  described above,  have been
terminated under such Supplemental Agreements.

     Such  Supplemental  Agreements also amended certain  promissory  notes (the
"Notes")  evidencing loans to each of the Supplemental  Named Executive Officers
under certain executive loan programs of the Company (See Item 13) such that, as
amended,  the Merger will not be deemed to  constitute a "Change of Control" (as
defined  in  such  Notes)  and  the  provisions  of  such  Notes  providing  for
forgiveness  and  cancellation  of such Notes upon a Change in Control  shall be
null  and  void  and of no  further  force or  effect.  Each  such  Supplemental
Agreements also contains a provision (the  "Forgiveness  Provision") that states
that  if  either  (A)  the  Supplemental  Named  Executive  Officer  remains  in
continuous  employment  with Bergen until the expiration  date of the Employment
Agreement  between the  Supplemental  Named  Executive  Officer  and Bergen,  as
amended by such Supplemental Named Executive Officer's  Supplemental  Agreement,
or (B) the  Supplemental  Named  Executive  Officer's  employment with Bergen is
terminated  before  such  expiration  date by  Bergen  without  Cause  or by the
Supplemental  Named  Executive  Officer  with Good  Reason or as a result of the
Supplemental  Named  Executive  Officer's  death or  disability,  then upon such
expiration  date or the date of such  termination,  as  applicable,  the  entire
unpaid principal balance of the loan will be automatically forgiven and canceled
with no interest due. The amendments to the Notes providing for such forgiveness
will remain in effect even if the Merger is terminated.  All other provisions of
such Supplemental  Agreements,  including the provision  canceling the Severance
Agreements, will be void if the Merger is terminated.

     Pursuant to such Supplemental  Agreements,  each of the Supplemental  Named
Executive Officers has agreed that he or she will not, without the prior written
consent of the Board of Directors of Bergen, engage in or become associated with
a "Competitive  Activity" (as defined below) during the "Noncompetition  Period"
(as defined below). Each Supplemental Named Executive Officer has agreed that if
the  Supplemental  Named  Executive  Officer commits any material breach of this
noncompetition  covenant  and fails to cure  such  breach  within 15 days  after
receiving notice from Bergen thereof,  the Supplemental  Named Executive Officer
will forfeit all of his or her rights to any unpaid pay or benefits  pursuant to
the Supplemental Named Executive Officer's Employment  Agreement,  as amended by
the Supplemental Named Executive Officer's  Supplemental  Agreement,  other than
the Supplemental  Named Executive  Officer's rights with respect to his benefits
under the CAP or the SERP as described above. The "Noncompetition  Period" means
the period during which the Supplemental  Named Executive Officer is employed by
Bergen or any of its affiliates,  plus any  Continuation  Period. A "Competitive
Activity"  means any business or other  endeavor,  in any county of any state of
the United States,  of a kind being conducted by Bergen or any of its affiliates
(the "Affiliated Companies") in such jurisdiction as of the Effective Time or at
any  time  thereafter  through  such  date of  termination,  if and  only if the
Supplemental  Named  Executive  Officer  performed  services in such business or
endeavor during the Supplemental Named Executive Officer's employment by Bergen;
provided,  that no  business  or  endeavor  shall be deemed to be a  Competitive
Activity if it is not a Competitive  Activity at the time the Supplemental Named
Executive  Officer  begins  participating  in such  business  or  endeavor.  The
Supplemental  Named  Executive  Officer  shall  be  considered  to  have  become
"associated  with a Competitive  Activity" if the  Supplemental  Named Executive
Officer  becomes  directly  or  indirectly  involved  as  an  owner,  principal,
employee,   officer,   director,    independent   contractor,    representative,
stockholder,  financial backer, agent, partner, advisor, lender, or in any other
individual  or  representative   capacity  with  any  individual,   partnership,
corporation  or other  organization  that is engaged in a Competitive  Activity.
Notwithstanding the foregoing, the Supplemental Named Executive Officer may make
and retain investments  during the  Noncompetition  Period in less than four and
nine-tenths  percent (4.9%) of the equity of any entity engaged in a Competitive
Activity, if such equity security is listed on a national securities exchange or
regularly traded in an over-the counter market.

<PAGE>

     In connection with the execution of the Merger Agreement, each of the SERP,
the CAP and the Master Trust Agreement for Bergen Brunswig Corporation Executive
Deferral  Plans dated as of December 27, 1994,  between Bergen and Wachovia Bank
of North Carolina,  N.A., has been amended effective as of August 23, 1997. Such
amendments  provide  that,  except  as set  forth in the  immediately  following
sentence,  (i) the  consummation  of the Merger will not effectuate a "Change in
Control"  within the meaning  thereof,  and (ii)  effective as of the  Effective
Time, all  provisions  thereof that relate to a "Change in Control" will be null
and void and of no further effect, as if deleted. Notwithstanding the foregoing,
the  consummation of the Merger will effectuate a "Change in Control" solely for
purposes of giving effect to (A) the provisions of Section 5.1(b)(i) of the SERP
that call for full vesting of the "Accrued Benefit" of each "Participant" upon a
"Change in  Control"  (as those  terms are  defined  in the SERP,  as amended to
exclude from participation,  contingent upon consummation of the Merger, each of
the  Supplemental  Named Executive  Officers and certain other senior  executive
officers of the Company), and (B) the provisions of Section 5.4(a)(F) of the CAP
that call for the benefit of a  "Participant"  that is "Accrued" as of a "Change
in Control"  (without  giving  effect to clauses  (A)-(E) of Section  5.4(a)) to
become fully "Vested" as of a "Change in Control" (as those terms are defined in
the CAP, as similarly  amended to exclude from  participation,  contingent  upon
consummation of the Merger,  each of the Supplemental  Named Executive  Officers
and certain other senior  executive  officers of the  Company).  As noted above,
under the Supplemental Agreements, the Supplemental Named Executive Officers are
no longer entitled to any of the benefits,  rights or entitlements under the CAP
or the SERP effective as of the Conversion Date.

Consulting Agreement

     In connection  with the Merger  Agreement,  Cardinal,  Bergen and Robert E.
Martini propose to enter into an amendment to an existing  consulting  agreement
(the  "Consulting  Agreement")  pursuant to which Mr.  Martini will  continue to
serve the  Company as a  consultant,  and will be  subject to a covenant  not to
compete  and other  covenants,  in exchange  for a fee of $300,000  per year and
certain continued  benefits.  The Consulting  Agreement currently provides for a
three-year  evergreen  term;  as  amended  and  effective  as of the date of the
Merger,  the term of the  Consulting  Agreement will be fixed and will expire on
the third anniversary of the Merger.  From and after the date of the Merger, the
benefits to be provided to Mr.  Martini will consist of continued  participation
in the Company's ROM Plan,  and the  consulting fee will continue to be $300,000
per year.  In  addition,  in  exchange  for an amended  noncompetition  covenant
applicable  through  the  ninth  anniversary  of the  date  of the  Merger,  the
promissory  notes  evidencing  loans  to Mr.  Martini  by the  Company  that are
outstanding  as of the Effective  Time will be amended,  so that: (a) the Merger
will not be deemed to constitute a Change in Control and the  provisions of such
notes providing for forgiveness and  cancellation of such notes upon a Change in
Control  shall be null and void and of no further  force or effect;  and (b) the
notes  are  instead  automatically  forgiven  and  canceled,  as  of  the  ninth
anniversary  of the Effective  Time or Mr.  Martini's  death,  whichever  occurs
first,  with no interest due, and the Company will pay Mr. Martini or his estate
an additional  amount to make him or his estate whole for the  resulting  income
taxes,  in  each  case  contingent  upon  Mr.  Martini's   compliance  with  the
noncompetition  covenants. The Severance Agreement with Mr. Martini, which would
have provided for certain  severance  benefits  following a Change in Control of
Bergen,  will be terminated.  However,  Bergen's  obligation under the Severance
Agreement to pay any excise tax  (including  excise tax on any payments made for
the  purpose of grossing up for excise tax  purposes)  for which Mr.  Martini is
liable  under  Section  4999 of the Code,  will be  continued  under the amended
Consulting Agreement.

Retired Officers' Medical Plan

     In  addition  to the  above  arrangements,  the  Company  has an  unfunded,
non-qualified  ROM Plan  available to certain  officers of the Company and their
spouses, including executive officers now retired from the Company. The ROM Plan
provides for payment of the covered  individual's  medical,  dental,  vision and
prescription expenses at a level commensurate with the Company's medical benefit
plans that are in effect upon the executive officer's  retirement (as defined in
the ROM Plan documents), but limited to the difference between benefits received
or potentially  available from other insurance sources  (including  governmental
programs),  if any, and the total expense actually incurred. 

<PAGE>

The duration of the benefit is for the lifetime of the executive officer and the
executive  officer's  spouse if such officer is married.  Based upon the various
eligibility  criteria under the ROM Plan, three of the Named Executive  Officers
(Robert E. Martini,  Charles J.  Carpenter  and Brent R. Martini)  presently are
eligible to receive benefits upon their  retirement from the Company.  Under the
terms of the Supplemental  Agreements,  the other Named Executive  Officers will
become fully vested under the ROM Plan under certain circumstances, as described
above under "Employment and Severance Arrangements--Supplemental Agreements".

Stock Option Grants and Exercises

     The  following  tables  provide  information  with respect to stock options
granted to and exercised by the Named Executive  Officers during Fiscal 1997 and
with respect to stock options held by the Named Executive Officers:



<PAGE>


                      OPTION GRANTS IN LAST FISCAL YEAR(1)

                                 Individual 
                                  Grants
                                 % of Total
                     Securities  Options/SARs
                     Underlying   Granted to
                    Options/SARs  Employees in  Exercise             Grant Date
                      Granted     Fiscal Year     Price   Expiration   Present
    Name              (#)(2)         1997       ($/Share)    Date      Value($)
    ----              ------         ----       ---------    ----      --------

Robert E. Martini     62,500(3)     13.38        26.00    11/07/06    602,500(4)
                       3,750          .80        29.15    05/22/07     41,850(4)

Donald R. Roden       31,250         6.69        26.00    11/07/06    301,250(5)

Neil F. Dimick             0          N/A         N/A        N/A         N/A

William J. Elliott    11,000         2.35        42.00    08/24/07    189,970(6)

Charles J. Carpenter       0          N/A         N/A        N/A         N/A

Brent R. Martini           0          N/A         N/A        N/A         N/A


--------------------------
(1) All option  information  with respect to stock options granted prior to June
2, 1997 has been adjusted  retroactively to reflect a 25% stock divided effected
as of that date.

(2) All options were granted as nonstatutory stock options to purchase shares of
the Company's  Class A Common Stock (the "Common  Stock") at 100% of fair market
value on the date of grant,  unless otherwise noted, and vest 25% one year after
the date of grant and then 25% per year thereafter.

(3) Of this amount,  options  covering  15,204  shares were granted as incentive
stock options.

(4) The grant date present value is based on a Black-Scholes model and assumes a
risk-free rate of return of 6.50%, an option term of ten years, a dividend yield
of 2.11% and a stock volatility of .300.

(5) The grant date present value is based on a Black-Scholes model and assumes a
risk-free rate of return of 6.50%, an option term of ten years, a dividend yield
of 2.17% and a stock volatility of .296.

(6) The grant date present value is based on a Black-Scholes model and assumes a
risk-free rate of return of 6.50%, an option term of ten years, a dividend yield
of 1.97% and a stock volatility of .332.



<PAGE>

<TABLE>
<CAPTION>

                                AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                       AND FISCAL YEAR-END OPTION/SAR VALUES



                           Shares                        Number of Securities
                        Acquired on                     Underlying Unexercised              Value of Unexercised
                                         Value              Options/SARs at                in-the-Money Options/
                          Exercise     Realized               FY End (#)                   SARs at FY End($) (1)
                                                              ----------                   ---------------------
         Name               (#)           ($)        Exercisable     Unexercisable     Exercisable     Unexercisable
         ----               ---           ---        -----------     -------------     -----------     -------------

<S>                      <C>          <C>              <C>              <C>            <C>            <C>      
Robert E. Martini        20,606       300,545          123,538          103,473        3,053,738      1,819,825
Donald R. Roden               0             -           29,686          120,315          627,045      2,330,343
Neil F. Dimick                0             -           44,652           48,663        1,101,281      1,011,122
William J. Elliott            0             -            7,812           34,438          135,694        407,118
Charles J. Carpenter     29,347       523,903           12,499           37,501          233,277        699,908
Brent R. Martini              0             0           30,580           44,526          714,911        894,817

</TABLE>

--------------------------
(1) Pursuant to the rules promulgated by the Securities and Exchange Commission,
these values were calculated by determining the difference  between the value of
the  Company's  stock at fiscal year end ($40.37 on September  30, 1997) and the
exercise price of the options.


Pension Table

     The following table shows the estimated  annual benefits  payable under the
Company's  non-qualified  Supplemental Executive Retirement Plan ("SERP") at age
62 to persons in specified  compensation  and years of service  classifications,
based on a joint and 75 percent survivor annuity form of retirement  income. The
table also includes  benefits payable under the Company's  Capital  Accumulation
Plan ("CAP") for  executives  who  participate  in the CAP, which was the SERP's
predecessor plan and which was frozen to all employee participants on October 7,
1987.

<TABLE>
<CAPTION>

           Average Annual
            Compensation                                     Estimated Annual Retirement Benefits For
    During Highest Three of Final                              Years of Credited Service Shown Below
    Five Years Before Retirement                    10                  20                 30                40
    ----------------------------                    --                  --                 --                --

<S>     <C>                                     <C>                  <C>                 <C>               <C>     
        $    200,000                            $  70,600            $124,000            $124,000          $124,000
             400,000                              173,100             279,800             279,800           279,800
             600,000                              275,700             435,700             435,700           435,700
             800,000                              378,200             591,500             591,500           591,500
           1,000,000                              484,100             750,800             750,800           750,800

</TABLE>

     As of September 30, 1997,  full years of actual  credited  service in these
plans are:  Robert E. Martini - 41 years;  Mr. Roden - 2 years;  Mr.  Dimick - 6
years; Mr. Elliott - 1 year; Mr. Carpenter - 17 years; and Brent R. Martini - 10
years.

     Compensation  for  a  particular  year  as  used  for  the  calculation  of
retirement benefits under the SERP includes base salary received during the year
(including  salary deferred under a salary  reduction  arrangement) and excludes
all other compensation.  Benefits are reduced by the following amounts:  (1) the
participant's  primary insurance amount payable under the Social Security Act at
retirement age; (2) the  participant's  benefit under the CAP; (3) an annuitized
amount based upon an assumed level of  participation  in the  Company's  Pre-Tax
Investment  Retirement  Account  Employer 

<PAGE>
Contributions  Plus  Plan;  and (4) any  amounts  owed by a  participant  to the
Company  (except to the extent  that such  amount  owed is under a program  that
expressly  provides  that there will not be an  offset),  but only if payment of
benefits commences before a change in control (as defined by the SERP). Benefits
are  payable  under  the  SERP  in the  form of a joint  and  survivor  annuity,
consisting of monthly payments to each participant for his or her life and, upon
his or her death, a specified percentage of his or her monthly benefit to his or
her  surviving  beneficiary  for  the  beneficiary's   remaining  life.  In  the
alternative,  a  participant  may elect to receive  his or her benefit in a lump
sum. The Company may direct that any vested  benefit of a participant be paid in
a lump sum upon  the  death of the  participant.  A $5,000  funeral  benefit  is
available to a  participant's  estate,  offset by any funeral benefit paid under
the CAP. Generally,  the CAP benefit is a monthly retirement benefit paid over a
specified  number of months that, at the election of a participant,  may be paid
in a  lump  sum.  Subject  to the  provisions  of  the  Supplemental  Agreements
described  above,  upon a change in  control  (as  defined in the CAP and SERP),
certain  senior  executive  officers'  benefits  payable under the SERP would be
accelerated such that their credited years of service in these plans would be as
if they had attained the normal retirement age. In addition, a master trust (the
assets of which are subject to the claims of the  Company's  general  creditors)
for certain  executive  officer  deferral plans has been established to preserve
these and certain other executive benefits.

Compensation Committee Interlocks and Insider Participation

     The following  persons  served on the Company's  Compensation/Stock  Option
Committee  during the fiscal year ended September 30, 1997:  Francis G. Rodgers,
James R. Mellor,  Charles C. Edwards,  Jose E. Blanco,  Sr. and Rodney H. Brady.
None of the  persons  named was an officer or  employee of the Company or any of
its subsidiaries  during the current fiscal year or during the fiscal year ended
September 30, 1997.  With the exception of Mr. Brady,  none of the persons named
is a former officer of the Company or any of its subsidiaries;  Mr. Brady was an
officer of the Company and its subsidiaries more than ten years ago.

     For information regarding  indemnification  arrangements  applicable to the
Company's directors, see Item 13.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table lists the beneficial  ownership of each person or group
who owns, to the Company's knowledge,  more than five percent of its outstanding
Common Stock,  based on the number of shares of Common Stock  outstanding  as of
January 20, 1998:

<TABLE>
<CAPTION>
                                                                  Amount and
        Name and                                                   Nature of          Percent of
        Address of                                                 Beneficial        Outstanding
      Beneficial Owner                     Title of Class          Ownership            Shares

<S>                                         <C>                    <C>                   <C>
FMR Corp. (including  subsidiaries)         Common Stock           3,742,862(1)          7.4
82 Devonshire Street
Boston, Massachusetts   02109

Wellington Management Company, LLP          Common Stock           2,792,647(2)          5.5
75 State Street
Boston, Massachusetts  02109

Robert E. Martini                           Common Stock           2,736,023(3)(4)       5.4
400 Metropolitan Drive
Orange, California   92868

<PAGE>


Cardinal Health, Inc. ("Cardinal")(5)        Common Stock           10,028,163          19.9
5555 Glendon Court
Dublin, Ohio 43016
</TABLE>

--------------------------
(1) This  information  was  provided to the  Company by FMR Corp.  ("FMR") as of
February  14,  1997 in  FMR's  capacity  as an  investment  advisor  to  various
registered  investment  companies  and other  funds and as a trustee or managing
agent for various  private  investment  accounts.  According to a Schedule  13G,
dated February 14, 1997, as filed with the  Securities and Exchange  Commission,
FMR had sole voting power over 675,575  shares and sole  dispositive  power over
3,742,862 shares.

(2) This  information  was  provided  to the  Company by  Wellington  Management
Company, LLP ("WMC") as of January 24, 1997. WMC has advised the Company that as
of such date, WMC is an investment  advisor  registered  with the Securities and
Exchange Commission under the Investment  Advisors Act of 1940, as amended,  and
that as of January 24, 1997, in its capacity as investment  advisor,  WMC may be
deemed to have  beneficial  ownership of the number of shares  indicated,  which
shares are owned by numerous investment advisory clients, none of which is known
to have such  interest  with  respect  to more than five  percent  of the Common
Stock.  WMC has advised the Company that as of such date,  WMC had shared voting
power over 2,213,885 shares and shared dispositive power over 2,792,647 shares.

(3)  Except  as  indicated   otherwise  by  the  following  note,  shares  shown
beneficially  owned are  those to which Mr.  Martini  may have sole  voting  and
dispositive power.

(4) Includes  155,827  shares  which,  as of January 20,  1998,  may be acquired
within sixty days  pursuant to the exercise of stock  options and 37,406  shares
beneficially  owned  by Mr.  Martini  for  which  he does  not  have  voting  or
dispositive power.

(5) Pursuant to a stock option agreement,  dated as of August 23, 1997,  between
Cardinal and the Company (the "Stock Option  Agreement")  and in connection with
the  execution  of  the  Merger  Agreement,  the  Company  granted  Cardinal  an
irrevocable  option (the  "Option") to purchase from the Company,  under certain
circumstances,  up to 10,028,163 authorized and unissued shares of the Company's
Common Stock, at a price of $48.29 per share, payable in cash. In the event that
any additional shares of the Company's Common Stock are issued after the date of
the Stock Option Agreement (other than under certain  circumstances set forth in
the Stock Option Agreement),  the number of shares of the Company's Common Stock
that may be  purchased  under the Option will be  adjusted  so that,  after such
issuance,  it equals  at least  19.9% of the  number of shares of the  Company's
Common Stock then issued and outstanding (without considering any shares subject
to or  issued  pursuant  to the  Option).  Cardinal  does not have the  right to
acquire any shares of the Company's Common Stock under the Option unless certain
events  specified in the Stock Option  Agreement  occur. As of January 20, 1998,
the Option was not exercisable.

     The following table sets forth certain information  regarding the ownership
of the Company's  Common Stock,  as of January 20, 1998,  by: (a) each director;
(b) each of the Named  Executive  Officers ; and (c) all directors and executive
officers as a group:


<PAGE>



                                             Aggregate Number
                                                of Shares
                                              Beneficially        Percent of
                                                Owned (1)(2)  Outstanding Shares

Jose E. Blanco, Sr.                               10,856              *
Rodney H. Brady(3)                                56,739              *
John Calasibetta(4)                              232,387              *
Charles J. Carpenter                              27,187              *
Neil F. Dimick                                    64,109              *
Charles C. Edwards, M.D.                          16,267              *
William J. Elliott                                 7,812              *
Charles J. Lee                                    20,608              *
George R. Liddle(5)                               39,968              *
Brent R. Martini(6)                              280,366              *
Robert E. Martini(7)                           2,736,023            5.4
James R. Mellor                                   19,168              *
George E. Reinhardt, Jr.                         109,838              *
Donald R. Roden                                   71,873              *
Francis G. Rodgers                                19,008              *

All directors and executive officers as a group
 including those persons named above 
 (20 persons)                                  3,882,901             7.7

----------------------------
* Denotes ownership of less than 1% of the outstanding shares of Common Stock.

(1)  Information  as to  beneficial  ownership by the  directors  and  executive
officers  named above has been  furnished  to the  Company by such  individuals.
Except as indicated  otherwise in the  footnotes,  shares shown as  beneficially
owned are those to which the individual has sole voting and  dispositive  power.
Such shares,  where  applicable,  may be subject to community  property laws and
related  status under which a spouse may be entitled to share in the  management
of the community property, which may include the right to vote or dispose of the
shares.

(2) Includes the number of shares that could be purchased by exercise of options
exercisable  as of  January  20,  1998 or  within 60 days  thereafter  under the
Company's  stock option or stock incentive  plans,  as follows:  Jose E. Blanco,
Sr.,  10,856  shares;  Rodney H. Brady,  14,796 shares;  Neil F. Dimick,  58,859
shares;  Dr. Charles C. Edwards,  13,155 shares:  Charles J. Lee, 14,796 shares;
George R. Liddle,  9,873 shares;  Robert E. Martini,  155,827  shares;  James R.
Mellor,  14,796 shares;  George Reinhardt,  Jr., 10,856 shares; Donald R. Roden,
59,373  shares;  Francis G. Rodgers,  14,796 shares;  William J. Elliott,  7,812
shares;  Charles J. Carpenter,  17,187 shares; Brent R. Martini,  40,650 shares;
and all  directors and  executors as a group,  including the persons  identified
herein (20 persons), 600,498 shares.

(3) Includes 2,313 shares held by two sons living at home and 31,704 shares held
in trust by Mr. Brady as trustee for his own benefit.

(4) Held in trust by Mr. Calasibetta for his own benefit.

(5) Includes  29,218 shares held by Mr. Liddle as co-trustee  for the benefit of
Mr. Liddle and his wife.

(6) Includes 227,204 shares held in trust for Brent R. Martini's benefit.

(7) Includes 37,406 shares  beneficially owned by Robert E. Martini for which he
does not have voting and dispositive power.

<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Certain Transactions

     In April 1990, the Board approved an unfunded  deferred  compensation  loan
program available to the executive  officers of the Company (the "Executive Loan
Program") for the purpose of providing them with an incentive to remain with the
Company.  Under this program,  loans are available to all executive  officers of
the Company,  except those who are also members of the Board.  Each  outstanding
loan matures upon the officer's termination of employment unless extended by the
Board and is evidenced by a secured  promissory note in the principal  amount of
the loan which bears no interest.  An executive officer may borrow up to 125% of
his or her annual  salary in effect upon the date of any  request.  The value of
collateral  securing  the loan must  equal at least 125% of the  principal  loan
amount.  Although no interest  is charged by the  Company to the  employee,  the
employee is deemed by the Internal  Revenue Service to have  compensation in the
amount of interest calculated  according to a formula prescribed by the Internal
Revenue  Service.  The  employee is also deemed to have paid  interest in a like
amount to the Company. The Company has the right at any time to amend, modify or
terminate this program but is limited in  terminating  or modifying  outstanding
loans.

     In addition to the above  loans,  the Board has  approved  making  loans to
other key  employees  under terms similar to the  Executive  Loan  Program.  The
principal amount of these loans outstanding as of November 30, 1997 to Robert E.
Martini (an executive  officer and director of the Company) was $1,400,000.  The
loans to Donald R. Roden and Neil F. Dimick (executive officers and directors of
the  Company)  and to William J.  Elliott,  Charles  J.  Carpenter  and Brent R.
Martini (executive  officers of the Company) were made pursuant to the Executive
Loan Program and were in the amounts of $625,000,  $406,250,  $331,250, $281,250
and $281,250,  respectively,  as of November 30, 1997. In addition,  Mr. Elliott
received a relocation  loan in the amount of $100,000  during fiscal 1997.  Such
amounts also represent the largest aggregate amount of each executive  officer's
indebtedness during the Company's last fiscal year.

     The  Supplemental   Agreements   entered  into  by  the  Company  with  the
Supplemental Named Executive Officers and certain other executive officers amend
the promissory notes reflecting the above-mentioned executive loans such that if
either (A) the applicable  executive  officer  remains in continuous  employment
with the Company until the expiration date of the Employment  Agreement  between
such executive officer and the Company,  as amended by such executive  officer's
Supplemental  Agreement,  or (B) such executive  officer's  employment  with the
Company is terminated  before such  expiration date by the Company without Cause
or by such  executive  officer with Good Reason or as a result of such executive
officer's  death or disability,  then upon such  expiration  date or the date of
such termination, as applicable, the entire unpaid principal balance of the loan
will be  automatically  forgiven and canceled with no interest due. See Item 11,
"Executive   Compensation   -  Employment  and  Severance   Arrangements".   For
information  regarding the  forgiveness of loans made to Robert E. Martini,  see
Item 11, "Executive Compensation - Consulting Agreement".

     The Company  entered  into a life  insurance  plan for Robert E. Martini in
1985.  Under this insurance  plan, the Company pays the premiums on certain life
insurance  policies which provide him (or his assignees) with a death benefit of
$1,400,000 and which may provide certain alternative  benefits in the event of a
lifetime surrender of the policy. The Company expects to maintain this policy in
full force until Mr. Martini's seventy-fifth birthday, whether he is employed by
the Company or has retired.

     Indemnification of Directors and Officers

     Under Article VII of 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 

<PAGE>


Company's having taken certain actions and the directors and officers having met
certain  specified  standards  of conduct.  In 1986,  the Company  entered  into
individual  agreements  (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 Company's  director and officer
liability  insurance  policies  which were in effect on  December  31, 1984 (the
"1984 Policy").  The Company  believes that the coverage  addresses  liabilities
arising  under ERISA,  securities  and  antitrust  laws.  The  obligation of the
Company to indemnify a director under the Indemnity  Agreement is limited to $30
million  maximum  from the  Company if the  director  is  otherwise  entitled to
statutory indemnification. The Indemnity Agreement was ratified by the Company's
shareowners at the December 1986 Annual Meeting.



<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to its
Annual Report on Form 10-K for the year ended September 30, 1997 to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                     BERGEN BRUNSWIG CORPORATION



                                      By/s/Donald R. Roden
January 27, 1998                           Donald R. Roden
                                           President and Chief Executive Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Amendment  No. 1 to the  Registrant's  Annual  Report  on Form 10-K for the year
ended  September  30, 1997 has been  signed  below by the  following  persons on
behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE                      TITLE                                  DATE

/s/Robert E. Martini*         Chairman of the Board and         January 27, 1998
________________________      Director
   Robert E. Martin 


/s/ Donald R. Roden           President and Chief               January 27, 1998
________________________      Executive Officer
    Donald R. Roden           and Director (Principal
                              Executive Officer)

/s/Neil F. Dimick*            Executive Vice President,         January 27, 1998
________________________      Chief Financial Officer
    Neil F. Dimick            and Director
                              (Principal Financial Officer and
                              Principal Accounting Officer)

/s/John Calasibetta*          Senior Vice President            January 27, 1998
__________________________    and Director
    John Calasibetta    

/s/Jose E. Blanco, Sr.*       Director                         January 27, 1998
__________________________
    Jose E. Blanco

/s/Rodney H. Brady*           Director                         January 27, 1998
    Rodney H. Brady

/s/Charles C. Edwards, M.D.*  Director                         January 27, 1998
__________________________
   Charles c. Edwards

/s/Charles J. Lee*            Director                         January 27, 1998
   Charles J. Lee

/s/George R. Liddle*          Director                         January 27, 1998
__________________________
   George R. Liddle

/s/James R. Mellor*           Director                         January 27, 1998
__________________________
   James R. Mellor

/s/George E. Reinhardt, Jr.*   Director                        January 27, 1998
_____________________________
   George E. Reinhardt, Jr.

/s/Francis G. Rodgers*         Director                         January 27, 1998
_____________________________
   Francis G. Rodgers

       *By: /s/Donald R. Roden
              Donald R. Roden
               Attorney-in-fact