Exhibit 99 (e)


October 23, 1998

BERGEN BRUNSWIG DRUG COMPANY
BERGEN BRUNSWIG CORPORATION
4000 Metropolitan Drive
Orange, California  92668
Attention:        Eric J. Schmitt
                  Vice President, Finance and Treasurer

         Re:      Amended and Restated Credit Agreement,
                  dated as of September 30 1994, as amended

Ladies and Gentlemen:

         Reference is made to that certain Amended and Restated Credit Agreement
dated as of September  30, 1994,  as amended  (the  "Credit  Agreement"),  among
Bergen Brunswig Drug Company (the "Borrower"),  Bergen Brunswig Corporation (the
"Parent"),  the Lenders party  thereto,  and Bank of America  National Trust and
Savings Association, as Agent (the "Agent"). Capitalized terms used herein which
are not defined shall have the meanings assigned in the Credit Agreement.

         By letter dated  October 23, 1998  (attached),  the Borrower  requested
that certain non-cash charges taken by the Borrower in its Fiscal Quarter ending
September 30, 1998 be excluded from computing all financial  covenants contained
in  Section  7.2.3  of the  Credit  Agreement,  for the  Fiscal  Quarter  ending
September 30, 1998 and thereafter.  The Borrower has advised that these non-cash
charges will not exceed  $93,000,000 in the aggregate,  on a pre-tax basis,  and
consist of (a) up to $88,000,000  relating to writing off the goodwill  relating
to certain  acquisitions of Bergen Brunswig Medical Corporation  completed prior
to  September  1995,  and (b) up to  $5,000,000  related to the  abandonment  of
certain capitalized software.

         Please  be  advised  that the  Lenders  and the Agent  hereby  agree to
exclude an aggregate of up to  $93,000,000,  on a pre-tax basis, of the non-cash
charges  described  above to the  extent  taken  in the  Fiscal  Quarter  ending
September 30, 1998.  These charges may be excluded when  computing all financial
covenants contained in Section 7.2.3 of the Credit Agreement for the Fiscal Year
ending  September 30, 1998 and thereafter.  The Lenders and the Agent also waive
any Event of Default that may have occurred by reason of the Borrower announcing
such charges prior to the effectiveness of this waiver.





                               EXH 99(e) - Page 1
<PAGE>


BERGEN BRUNSWIG DRUG COMPANY
BERGEN BRUNSWIG CORPORATION
October 23, 1998
Page 2

         The Borrower agrees to pay to the Agent for the ratable account of each
Lender  consenting to this waiver by the deadline set forth below,  a waiver fee
equal to 4.0 basis points of each Lender's commitment,  payable on the effective
date of this waiver.

         This waiver is specific in time and in intent and does not  constitute,
nor should it be construed as, a waiver of any right,  power or privilege  under
the Credit Agreement, or under any agreement,  contract,  indenture, document or
instrument  mentioned  in the Credit  Agreement;  nor does it preclude  other or
further exercise hereof or the exercise of any other right,  power or privilege,
nor shall any waiver of any right,  power,  privilege or default  hereunder,  or
under any agreement,  contract,  indenture,  document or instrument mentioned in
the Credit  Agreement,  or constitute a waiver of any subsequent  default of the
same or of any other term or provision.

         We ask that  Lenders  sign and fax a copy of this  letter no later than
the close of business  on Friday,  October  30,  1998 to the  attention  of Gina
Meador at (213) 228-2299,  followed by a (two) signed  hardcopies to the address
on the cover letter.

         This waiver may be signed in any number of counterparts,  each of which
when so  executed  and  delivered  shall be  deemed  an  original,  but all such
counterparts  together shall  constitute but one and the same  instrument.  This
waiver shall not be effective until signed by the Agent,  the Required  Lenders,
the Borrowers and the Parent.  By signing below,  the Parent hereby  consents to
this waiver and  represents and warrants to the Lenders and the Agent that there
is no defense, counterclaim or offset of any type or nature to its Guaranty, and
that the same remains in full force and effect after giving effect hereto

                                Very truly yours,

                                BANK OF AMERICA NATIONAL TRUST
                                AND SAVINGS ASSOCIATION,
                                as Agent
                                By: /s/   Gina Meador
                                    -------------------------------------------
                                          Gina Meador
                                          Vice President

                                BANK OF AMERICA NATIONAL
                                TRUST AND SAVINGS ASSOCIATION,
                                as a Lender
                                By: /s/   Vanessa Sheh Meyer
                                    -------------------------------------------
                                          Vanessa Sheh Meyer
                                          Managing Director
(Signatures continue)







                               EXH 99(e) - Page 2
<PAGE>




BERGEN BRUNSWIG DRUG COMPANY
BERGEN BRUNSWIG CORPORATION
October 23, 1998
Page 3
                                THE CHASE MANHATTAN BANK
                                By: /s/   Dawn Lee Lum
                                    -------------------------------------------
                                Title:   Vice President


                                PNC BANK, NATIONAL ASSOCIATION
                                By: /s/   Phil Liebscher
                                    -------------------------------------------
                                Title:   Vice President


                                WACHOVIA BANK OF GEORGIA, N.A.
                                By: /s/   Roderick Miles
                                    -------------------------------------------
                                Title:   Executive Vice President


                                THE BANK OF NEW YORK
                                By: /s/   Rebecca K. Levine
                                    -------------------------------------------
                                Title:   Vice President


                                FIRST UNION NATIONAL BANK
                                By: /s/   John E. Reid
                                    -------------------------------------------
                                Title:   Vice President


                                WELLS FARGO BANK, N.A.
                                By: /s/ Edith R. Lim    Mark Haberecht
                                    -------------------------------------------
                                Title:  Vice President  Assistant Vice President


                                TORONTO DOMINION (TEXAS), INC.
                                By: /s/   Jimmy Simien
                                    -------------------------------------------
                                Title:   Vice President


                                SUNTRUST BANK, ATLANTA
                                By: /s/   Richard Anderson
                                    -------------------------------------------
                                Title:   Vice President




(Signatures continue)








                               EXH 99(e) - Page 3
<PAGE>


BERGEN BRUNSWIG DRUG COMPANY
BERGEN BRUNSWIG CORPORATION
October 23, 1998
Page 4


 
                                THE NORTHERN TRUST COMPANY
                                By: /s/   David Mitchell
                                    -------------------------------------------
                                Title:   Senior Vice President



                                ABN AMRO BANK, N.V., LOS ANGELES
                                By: /s/ Paul K. Stimpfl        Shikha Rehman
                                    -------------------------------------------
                                Title:  Group Vice President   Vice President



                                CIBC, INC.
                                By: /s/   Katherin Bass
                                    -------------------------------------------
                                Title:   Executive Director



                                UNION BANK OF CALIFORNIA
                                By: /s/   Linda L. Beaven
                                    -------------------------------------------
                                Title:   Vice President













(Signatures continue)








                               EXH 99(e) - Page 4
<PAGE>


BERGEN BRUNSWIG DRUG COMPANY
BERGEN BRUNSWIG CORPORATION
October 23, 1998
Page 5



                                BANCA DI ROMA
                                By: /s/   Richard G. Dietz
                                    -------------------------------------------
                                Title:   Vice President

                                By: /s/   Augusto Bianchi
                                    -------------------------------------------
                                Title:   Executive Vice President


                                MELLON BANK
                                By: /s/   John McCabe
                                    -------------------------------------------
                                Title:   Senior Vice President





Agreed and acknowledged:

BORROWER:

BERGEN BRUNSWIG DRUG COMPANY


By: /s/    Eric J. Schmitt
   ---------------------------------------------
Title:     Vice President, Finance and Treasurer



PARENT:

BERGEN BRUNSWIG CORPORATION


By: /s/    Eric J. Schmitt
   ---------------------------------------------
Title:     Vice President, Finance and Treasurer








                               EXH 99(e) - Page 5