--------------------------------------------------------------------------------
                       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, 1998

[ ] 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,  1998,  103,269,500  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, 1998 was $3,053,887,205.

                       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 11 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 1999 Annual Meeting
(Class II Directors)


Jose E. Blanco, Sr.                                       Director since 1992.
                                                          Age 72.

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


Charles J. Lee                                            Director since 1972.
                                                          Age 73.

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


George R. Liddle                                          Director since 1969.
                                                          Age 72.

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


George E. Reinhardt, Jr.                                  Director since 1985.
                                                          Age 69.

          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.

<PAGE>

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

Rodney H. Brady                                           Director since 1973.
                                                          Age 65.

          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 Vice  Chairman  of the
Company's  Compensation/Stock  Option  Committee  and a member of the  Company's
Executive, Financing and Nominating Committees.


Charles C. Edwards, M.D.                                  Director since 1985.
                                                          Age 75.

          Former  President  and Chief  Executive  Officer,  Scripps  Clinic and
Research  Foundation and Scripps  Institutions  of Medicine and Science  (health
care) (1991 to 1993). Dr. Edwards is a director of Molecular  Biosystems,  Inc.,
Northern Trust Bank and IDEC Pharmaceutical  Company. Dr. Edwards is Chairman of
the  Company's  Compensation/Stock  Option  Committee  and Vice  Chairman of the
Company's Investment/Retirement Plan Committee.


James R. Mellor                                           Director since 1979.
                                                          Age 68.


          Chairman of the Board,  USEC,  Inc.  (an energy  company),  since July
1998.  Former Chairman of the Board and Chief Executive  Officer (1993 to 1997),
and former  President and Chief  Operating  Officer  (1991 to 1993),  of General
Dynamics Corporation (diversified defense and aerospace corporation). Mr. Mellor
is a director of General Dynamics Corporation,  Aeromovel USA, Inc., Pinkertons,
Inc., USEC, Inc. and Computer  Sciences  Corporation.  Mr. Mellor is a member of
the Company's Compensation/Stock Option Committee.


Francis G. Rodgers                                       Director since 1982.
                                                         Age 72.

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

Directors Whose Term Expires at the 2001 Annual Meeting
(Class I Directors)

Robert E. Martini                                        Director since 1962.
                                                         Age 66.

          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.

<PAGE>

Mr. Martini is Chairman of the Company's Financing and Nominating Committees and
a member of the  Company's  Executive  Committee.  Mr.  Martini is the father of
Brent R. Martini, an Executive Vice President of the Company.


Neil F. Dimick                                           Director since 1995.
                                                         Age 49.

          Executive Vice President and Chief  Financial  Officer (since 1992) of
the Company and formerly its Vice President,  Finance (1991 to 1992).  President
of Bergen Brunswig  Specialty  Company (since 1998),  ASD Specialty  Healthcare,
Inc.  (formerly  known as Alternate  Site  Distributors,  Inc.) (since 1996) and
Integrated  Commercialization Solutions, Inc. (since 1998), each subsidiaries of
the  Company.   Mr.  Dimick  is  a  member  of  the   Company's   Financing  and
Investment/Retirement Plan Committees.


Donald R. Roden                                          Director since 1995.
                                                         Age 52.

          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  Chairman  of the
Company's  Executive  Committee  and a member  of the  Company's  Financing  and
Nominating Committees.

Director Emeritus

John Calasibetta                                    Director from 1962  to 1998.
                                                    Age 93

Former Senior Vice President of the Company.





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  1998 an annual fee of $36,000  for Board  service  and an
attendance  fee of $2,000 for each Board meeting  attended in person or $600 for
each  such  meeting  participated  in  by  telephone.  For  Committee  meetings,
non-employee  directors  (other than the  Chairman 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. The  Company's
Deferred  Compensation Plan provided that a non-employee director of the Company
could elect to defer up to 100% of these fees or any fixed  amount not less than
$2,500 of such fees into said Plan.

          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.

<PAGE>

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.

          Under the  Company's  Amended and Restated 1989 Stock  Incentive  Plan
each  non-employee  director was  automatically  entitled to an option  covering
7,875 shares of Common  Stock upon his initial  election or  appointment  to the
Board,  and was thereafter  entitled to an annual grant ("Annual Grant") only if
the  Company  attained a ten percent or greater  return on common  equity in the
preceding fiscal year. During fiscal 1998, each  non-employee  director received
an Annual Grant representing options covering 4,000 shares.

Compensation of Executive Officers

          The following table sets forth  information for the fiscal years ended
September  30,  1998,  1997 and 1996,  respectively,  with  respect  to  certain
compensation  awarded or paid to the Company's Chief  Executive  Officer and its
other  four most  highly  compensated  executive  officers  during  fiscal  1998
(collectively, the "Named Executive Officers"):


<PAGE>

<TABLE>

<CAPTION>
                                            SUMMARY COMPENSATION TABLE

                                                                                                          Long-Term
                                                                                                         Compensation
                                                                    Annual Compensation                     Awards
                                                        ---------------------------------------------
                                                                                           Other          Securities
                                                                                          Annual          Underlying      All Other
Name and Principal                                                                        Compen-          Options        Compensa-
Position                                       Year      Salary($)    Bonus($)(1)         sation          SARs(#)(2)      tion($)(3)
--------                                       ----      ---------    -----------         ------          ----------      ----------

<S>                                            <C>         <C>              <C>           <C>                 <C>         <C>  
Donald R. Roden                                1998        568,750          718,400       52,413(4)           300,000      5,000
President and Chief                            1997        500,000          465,700       67,694(4)            31,250      1,154
Executive Officer                              1996        400,000          359,000       63,601(4)           118,751        --

Neil F. Dimick                                 1998        366,250          462,900       51,073(5)           180,000      5,000
Executive Vice President,                      1997        325,000          309,900       47,290(5)                --      4,750
Chief Financial Officer                        1996        275,000          269,300      132,631(5)            50,001      4,571

Brent R. Martini                               1998        270,833          327,100           --              150,000      5,000
Executive Vice                                 1997        225,000          186,100       22,863(6)                --      2,841
President                                      1996        171,667          114,600        7,200               32,263      4,571

Charles J. Carpenter                           1998        257,083          312,200           --              150,000      5,000
Executive Vice President,                      1997        225,000          200,000       15,605(7)                --      4,750
Chief Procurement Officer                      1996        169,167          117,800        7,200               31,250      2,591

William J. Elliott                             1998        283,333          217,400           --              150,000      5,000
Executive Vice                                 1997        265,000          185,400       51,786(8)            11,000      3,363
President                                     1996(9)           --               --           --               31,250        --

</TABLE>

---------------
(1)  Amounts in this column reflect the aggregate  annual bonus which was earned
     for such fiscal year.

(2)  Number of shares  granted  has been  adjusted  to reflect the 2 for 1 stock
     split effected as of December 1, 1998.

(3)  Reflects  Company  contributions  under the  Company's  Pre-Tax  Investment
     Retirement Account Employer Contributions Plus Plan.

(4) Includes $16,362, $31,992 and $35,188 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,  1997 and 1998,
    respectively, described under "Certain Transactions".

(5) Includes $16,288, $18,281 and $22,872 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  1996,  1997 and 1998,
    respectively, described under "Certain Transactions".

(6)  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  "Certain
     Transactions".

(7)  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   "Certain
     Transactions".

<PAGE>

(8)  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   "Certain
     Transactions".

(9)  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 the fiscal year 1996.


Employment and Severance Agreements

          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 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.

          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

<PAGE>

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 the meaning of 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  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) of all 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.

          Consulting Agreement

          The Company  and Robert E.  Martini  have  entered  into a  consulting
agreement as of June 1, 1997 (the "Consulting  Agreement") pursuant to which Mr.
Martini  continues to serve the Company as a consultant 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. The benefits to be provided
to Mr. Martini will consist of continued  participation in the Company's Retired
Officers'  Medical  Plan  (the "ROM  Plan")  and  other  benefits  that are made
available to executive officers of the Company.

         Retired Officers' Medical Plan

         In addition  to the above  arrangements,  the Company has an  unfunded,
non-qualified  ROM Plan  available to certain named  officers of the Company and
their spouses,  including  executive officers now retired from the Company.  The
ROM Plan provides for payment of the participant'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. The duration of the

<PAGE>

benefit is for the lifetime of the executive officer and the executive officer's
spouse if such  officer  is married  at the time of such  officer's  retirement.
Based upon the various eligibility criteria under the ROM Plan, two of the Named
Executive  Officers  (Charles J.  Carpenter and Brent R. Martini)  presently are
eligible to receive benefits upon their retirement from the Company.

         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 1998 and
with respect to stock options held by the Named Executive Officers:

<TABLE>
<CAPTION>

                                    OPTION GRANTS IN LAST FISCAL YEAR(1)

                                                                     Individual Grants
                                                            -------------------------------------

                                        % of Total
                                        Options/SARS
                      Securities        Granted to
                      Underlying        Employees in        Exercise                       Grant Date
                      Optional/SARs     Fiscal Year         Price         Expiration       Present
Name                  Granted           1998                ($/Share)        Date          Value($)
----                  -------           ------------        ---------        ----          --------


<S>                   <C>                   <C>             <C>            <C>   <C>      <C>       
Donald R. Roden       100,000(3)            3.38            21.0625        11/13/07       875,125(4)
                      200,000(5)            6.76            24.9063         9/23/08     2,515,000(6)

Neil F. Dimick         60,000(3)            2.03            21.0625        11/13/07       524,325(4)
                      120,000(5)            4.06            24.9063         9/23/08     1,509,000(6)

Brent R. Martini       50,000(3)            1.69            21.0625        11/13/07       436,625(4)
                      100,000(5)            3.38            24.9063         9/23/08     1,257,500(6)

Charles J. Carpenter   50,000(3)            1.69            21.0625        11/13/07       436,625(4)
                      100,000(5)            3.38            24.9063         9/23/08     1,257,500(6)

William J. Elliott     50,000(3)            1.69            21.0625        11/13/07       436,625(4)
                      100,000(5)            3.38            24.9063         9/23/08     1,257,500(6)
</TABLE>

-------------

(1)  All option  information  with  respect to stock  options  granted  prior to
     December  1,  1998 has  been  adjusted  to  reflect  a 2 for 1 stock  split
     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  4,746 shares were granted as incentive
     stock options, which vest 100% four years after the date of grant.

(4)  The grant date present value is based on a Black-Scholes  model and assumes
     a  risk-free  rate of return  of 6.25%,  an  option  term of ten  years,  a
     dividend yield of 1.72% and a stock volatility of .334.

(5)  Shares  vest 33 1/3% one year  after the date of grant and 33 1/3% per year
     thereafter.

(6)  The grant date present value is based on a Black-Scholes  model and assumes
     a  risk-free  rate of return  of 5.50%,  an  option  term of ten  years,  a
     dividend yield of 1.55% and a stock volatility of .467.


<PAGE>

<TABLE>
<CAPTION>

                                AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                     AND FISCAL YEAR-END OPTION/SAR VALUES (1)

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

<S>                                    <C>               <C>        <C>                 <C>             <C>               <C>      
Donald R. Roden                        0                 0          134,372             465,630         2,050,515         2,930,895
Neil F. Dimick                         0                 0          133,342             233,288         2,278,930           841,249
Brent R. Martini                       0                 0           96,924             203,288         1,590,513           856,617
Charles J. Carpenter                 8,694          72,812           41,316             200,000           601,634           970,378
William J. Elliott                   8,694          84,497           29,890             196,916           342,211           762,404

</TABLE>
--------------------

(1)  All share amounts and dollar values have been adjusted to reflect the 2 for
     1 stock split effected as of December 1, 1998.

(2)  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  ($25.28 on
     September 30, 1998) and the exercise price of the options.



<PAGE>


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                          $ 69,600          $122,900         $122,900        $122,900
                          400,000                           172,400           279,100          279,100         279,100
                          600,000                           275,200           435,200          435,200         435,200
                          800,000                           377,800           591,000          591,000         591,000
                        1,000,000                           483,300           749,900          749,900         749,900

</TABLE>


As of September 30, 1998, full years of actual  credited  service in these plans
are: Mr. Roden - 3 years; Mr. Dimick - 7 years; Brent R. Martini - 11 years; Mr.
Carpenter - 18 years; and Mr. Elliott - 2 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, which are designed to be a certain percentage
of the participant's  aggregate  compensation over the participant's  last three
years of service,  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 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).
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.  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,  1998:  James R.
Mellor,  Charles C. Edwards, M.D. 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, 1998. With the
exception of Mr.  Brady,  none of the persons  named is a former  officer of the

<PAGE>

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 "Certain  Relationships and Related Transactions -
Certain Transactions".


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 November 1, 1998:

<TABLE>
<CAPTION>

                                                                  Amount and
    Name and                                                       Nature of        Percent of
    Address of                                                     Beneficial      Outstanding
   Beneficial Owner                        Title of Class         Ownership (1)     Shares (1)
   ----------------                        --------------        -------------      ----------

<S>                                         <C>                  <C>                   <C>
Robert E. Martini                           Common Stock          5,523,518(2)         5.37
4000 Metropolitan Drive
Orange, California   92868
</TABLE>

--------------------------


(1)  The amounts and  percentages  set forth below are determined as of November
     1, 1998, but are calculated to give effect to the 2 for 1 stock split which
     occurred on December 1, 1998.

(2)  Except for 94,812 shares,  all shares shown beneficially owned are those to
     which Mr. Martini has sole voting and dispositive power,  including 370,876
     shares  which,  as of November 1, 1998,  may be acquired  within sixty days
     pursuant to the exercise of stock options.

          The  following  table sets forth  certain  information  regarding  the
ownership of the  Company's  Common  Stock as of November 1, 1998,  by: (a) each
director (including Mr. Calasibetta,  a director emeritus) and nominee; (b) each
of the Named Executive  Officers;  and, (c) all directors and executive officers
as a group:

<TABLE>
<CAPTION>

                                         Aggregate Number
                                             of Shares                         Percent of
                                           Beneficially                        Outstanding
                                          Owned(1)(2)(3)                         Shares


<S>                                          <C>                                      
Jose E. Blanco, Sr.                          23,380                                  *
Rodney H. Brady (4)                         115,146                                  *
John Calasibetta (5)                        464,774                                  *
Charles J. Carpenter                         83,180                                  *
Neil F. Dimick                              177,500                                  *
Dr. Charles C. Edwards                       34,202                                  *
William J. Elliott                           42,390                                  *
Charles J. Lee                               42,884                                  *
George R. Liddle (6)                         81,604                                  *
Brent R. Martini (7)                        603,824                                  *
Robert E. Martini(8)                      5,523,518                                 5.37
James R. Mellor                              40,004                                  *
George E. Reinhardt, Jr.                    221,344                                  *
Donald R. Roden                             273,748                                  *
Francis G. Rodgers                           39,684                                  *
All directors and executive 
  officers as a group                    
 including those above (20 persons)       8,214,334                                 7.98
-----------------
</TABLE>

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


(1)  All share  information  has been  adjusted to reflect a 2 for 1 stock split
     effected as of December 1, 1998.

(2)  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 and except for 94,812 shares
     beneficially owned by Robert E. Martini, 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  statutes  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.

(3)    Includes  the number of shares  that could be  purchased  by  exercise of
       options  exercisable as of November 1, 1998, or within 60 days thereafter
       under the Company's  stock option or stock  incentive  plans, as follows:
       Jose E. Blanco, Sr.-23,380 shares; Rodney H. Brady-31,260 shares; Charles
       J. Carpenter-54,486 shares; Neil F. Dimick-161,000 shares; Dr. Charles C.
       Edwards-27,978  shares;  William J. Elliott-  33,696  shares;  Charles J.
       Lee-31,260   shares;   George   R.   Liddle-21,414   shares;   Brent   R.
       Martini-122,082  shares;  Robert  E.  Martini-370,876  shares;  James  R.
       Mellor-31,260 shares;  George E. Reinhardt,  Jr.-23,380 shares; Donald R.
       Roden-218,748 shares; Francis G. Rodgers-31,260 shares, and all directors
       and executive  officers as a group,  including those above (20 persons) -
       1,587,502 shares.

(4)  Includes  4,626  shares held by two sons  living at home and 79,260  shares
     held by Mr. Brady and his wife together as tenants in common.

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


(6)  Includes  58,336 shares held by Mr. Liddle as co-trustee for the benefit of
     him and his wife.

(7)  Includes 456,718 shares held in trust for Brent R. Martini's benefit.

(8)  Includes 94,812 shares  beneficially owned by Mr. Martini for which he does
     not have voting or dispositive power.

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.

          Based  solely upon a review of the copies of the forms or  information
furnished to the Company,  the Company believes that during the 1998 fiscal year
all filing requirements  applicable to its directors and 

<PAGE>

officers were satisfied on a timely basis,  except that Charles E. Carpenter (an
executive  officer  of the  Company)  failed to file on a timely  basis a report
disclosing an acquisition of shares pursuant to a stock option exercise, William
J.  Elliott (an  executive  officer of the  Company)  failed to file on a timely
basis a report  disclosing an acquisition  of shares  pursuant to a stock option
exercise and John P. Naughton (a former executive officer of the Company) failed
to file on a timely basis an  acquisition  of shares  pursuant to a stock option
exercise and a disposition  of shares.  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 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 certain executive
officers of the Company,  except those who are also members of the Board.  Under
the original terms of the program,  (A) 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,  (B) an executive officer may borrow up to 125% of his or her
annual  salary  in  effect  upon the date of any  request,  and (C) 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.

          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 December 31, 1998 to Robert E.
Martini  (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),  at the
time made, 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 December 31,  1998.  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.

          In 1998,  the Company  and the Named  Executive  Officers  and certain
other executive officers entered into separate  agreements which have the effect
of amending  (without any conditions or further actions  required on the part of
such officers) the above-mentioned executive loans made under the Executive Loan
Program,  as evidenced  by their  respective  promissory  notes and related loan
documentation,  such that if either (A) the applicable executive officer remains
in  continuous  employment  with the  Company  until  August  2001,  or (B) such
executive  officer's  employment with the Company is terminated before such date
by the Company  without cause or by such executive  officer with good reason (as
such  term is  defined  in the  Employment  Agreements)  or as a result  of such
executive officer's death or disability, then upon such date or the date of such
termination, as applicable, the entire unpaid principal balance of the loan will
be unconditionally and automatically  (meaning no action required on the part of
such officer) forgiven and canceled with no interest due.

          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.

<PAGE>

          On November  25,  1998,  the  Company  entered  into a Stock  Purchase
Agreement with Jose E. Blanco  Garrido,  Thomas Blanco Garrido and J.M.  Blanco,
Inc.  ("Blanco"),  pursuant  to  which  the  Company  will  acquire  all  of the
outstanding  capital stock of J.M. Blanco, Inc. which is currently owned by Jose
E. Blanco Garrido and Thomas Blanco Garrido (collectively,  the "Sellers").  The
estimated net purchase price is $23.9 million,  subject to certain  adjustments.
The Stock Purchase Agreement also contemplates that prior to the closing, Blanco
may pay to the Sellers an aggregate  dividend of up to $14 million.  The Sellers
are the sons of Jose E. Blanco,  Sr., who has served as Chairman of the Board of
J.M. Blanco, Inc. and also serves on the Board of the Company.

          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  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, 1998 to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                     BERGEN BRUNSWIG CORPORATION



                                      By:    /s/ Milan A. Sawdei
                                             _____________________
January 27, 1999                                 Milan A. Sawdei
                                                 Executive Vice President

          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, 1998 has been  signed  below by the  following  persons on
behalf of the Registrant and in the capacities and on the dates indicated.

<TABLE>


SIGNATURE                                 TITLE                                  DATE

<S>                                       <C>                                    <C> 
/s/ Robert E. Martini*                    Chairman of the Board and              January 27, 1999
----------------------                    Director
     Robert E. Martini


/s/  Donald R. Roden*                     President and Chief                    January 27, 1999
---------------------                     Executive Officer 
      Donald R. Roden                     and Director (Principal
                                          Executive Officer)

/s/ Neil F. Dimick*                       Executive Vice President,              January 27, 1999
-------------------                       Chief Financial Officer
    Neil F. Dimick                        and Director
                                          (Principal Financial   Officer  and
                                          Principal Accounting Officer)

/s/ Jose E. Blanco, Sr.*                  Director                               January 27, 1999
------------------------
    Jose E. Blanco

/s/ Rodney H. Brady*                      Director                               January 27, 1999
--------------------
    Rodney H. Brady

/s/ Charles C. Edwards, M.D.*             Director                               January 27, 1999
-----------------------------
    Charles c. Edwards

/s/ Charles J. Lee*                       Director                               January  27 1999
-------------------
    Charles J. Lee

/s/ George R. Liddle*                     Director                               January 27, 1999
---------------------
    George R. Liddle

/s/ James R. Mellor*                      Director                               January 27, 1999
--------------------
    James R. Mellor

<PAGE>


/s/ George E. Reinhardt, Jr.*             Director                               January 27, 1999
-----------------------------
    George E. Reinhardt, Jr.

/s/ Francis G. Rodgers*                   Director                               January 27, 1999
-----------------------
    Francis G. Rodgers

    *By: /s/  Milan A. Sawdei
         --------------------
              Milan A. Sawdei
              Attorney-in-fact

</TABLE>