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

                                   FORM 10-K/A
                   (Amendment No. 1, amending Items 4A and 14)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the fiscal year ended September 30, 1999
                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

       For the transition period from ________________ to ________________

                          Commission file number 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                     92868-3510
 (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
   Title of each class                                    on which registered

   Class A Common Stock -                                New York Stock Exchange
   par value $1.50 per share

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

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

  7.80% Trust Originated Preferred                       New York Stock Exchange
    Securities SM ("TOPrS SM")

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,  1999,  134,218,013  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, 1999 was $1,059,462,682.

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:

Within 120 days after  September  30,  1999,  the  Company  will  either  file a
definitive proxy statement for its 2000 annual meeting of shareowners which will
be  incorporated  by reference in Part III of this Annual Report on Form 10-K or
will file an amendment to this Annual Report to provide the  information  called
for by such Part III.

<PAGE>

ITEM 4A.         EXECUTIVE OFFICERS OF THE REGISTRANT

          (Amended to provide updated information regarding Mr. Elliott)


          Identification of Executive Officers.

          The Executive officers of the Company are elected by, and serve at the
pleasure of, the Board of Directors.  Each executive  officer holds office until
the next election of officers  which is generally  held in December,  January or
February of each year. The current executive officers of the Company,  and their
respective principal occupations and employment during the last five years ended
September 30, 1999, are listed alphabetically as follows:

          Linda M. Burkett,  49,  Executive Vice  President,  Chief  Information
Officer (since September 1996);  Executive Vice President and Chief  Information
Officer,  Bergen Brunswig Drug Company (since 1995); Vice President,  IR Support
Services (1992-1995).

          Charles J. Carpenter,  50,  President,  PharMerica,  Inc. (since April
1999);  Executive Vice President of the Company (since 1996);  Chief Procurement
Officer  (1996-April  1999);  Executive Vice President,  Supplier  Relations and
Operations, Bergen Brunswig Drug Company (1995-1996);  Executive Vice President,
Northeast Region (1994-1995).

          Neil F. Dimick, 50, Executive Vice President,  Chief Financial Officer
(since 1992);  President,  Bergen Brunswig  Specialty  Company (since  September
1996). Mr. Dimick is also a member of the Board of Directors.

          William J. Elliott,  50,  Executive  Vice President of the Company and
President, Bergen Brunswig Medical Corporation (since October 1996). Mr. Elliott
resigned effective December 23, 1999.

          Brent R.  Martini,  40,  Executive  Vice  President of the Company and
President,  Bergen Brunswig Drug Company (since September 1996);  Executive Vice
President,  Bergen  Brunswig Drug  Company,  West Region  (1994-1996).  Brent R.
Martini is the son of Robert E.  Martini.  Brent R.  Martini is also a member of
the Board of Directors (since December 1999).

          Robert E. Martini,  67,  Chairman of the Board (since  1992);  interim
Chief  Executive  Officer  (since  November  1999);  a consultant to the Company
(since January 1997); Chief Executive Officer  (1990-January  1997). Mr. Martini
is also a member of the Board of Directors.

          Andrew P. McVay,  39, Vice President and Controller of Bergen Brunswig
Drug Company (since July 1997);  Controller,  West Region,  Bergen Brunswig Drug
Company (1994-July 1997).

          Milan A.  Sawdei,  53,  Secretary  (since July 1992);  Executive  Vice
President (since April 1992); Chief Legal Officer (since 1989).

          Carol E. Scherman,  44,  Executive  Vice  President,  Human  Resources
(since September 1996); Executive Vice President,  Human Resources (since 1994),
Bergen  Brunswig Drug Company;  Vice  President,  Human  Resources and Associate
Relations (1993-1994).

          Eric J. Schmitt,  49, Vice  President,  Finance and  Treasurer  (since
February 1994); Vice President, Financial Planning (1989-1994).

<PAGE>

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

          (Amended  to add  Exhibits  10(w),  10(x)  and  10(y) and to add cross
references in the descriptions of Exhibit 10(f) and 10(g))

          (a) Documents filed as part of this report:

          1. Financial Statements

          The following  Consolidated  Financial  Statements of Bergen  Brunswig
Corporation and Subsidiaries are included in Part II, Item 8:

                Statements of Consolidated Earnings for the Years
                     Ended September 30, 1999, 1998 and 1997

                 Consolidated Balance Sheets, September 30, 1999
                                    and 1998

               Statements of Consolidated Shareowners' Equity for
                the Years Ended September 30, 1999, 1998 and 1997

               Statements of Consolidated Cash Flows for the Years
                     Ended September 30, 1999, 1998 and 1997

                   Notes to Consolidated Financial Statements

                          Independent Auditors' Report


     Financial  statements  and schedules not listed are omitted  because of the
     absence of the  conditions  under  which they are  required  or because all
     material  information is included in the consolidated  financial statements
     or notes thereto.

          3.       Exhibits


          *2   Agreement  and Plan of Merger dated as of January 11, 1999 by and
               among Bergen  Brunswig  Corporation,  Peacock  Merger  Corp.  and
               PharMerica,  Inc.  is set  forth  as  Annex  A to  the  Company's
               Registration  Statement on Form S-4 (file no. 333-74445) dated as
               of March 16, 1999.

          *3(a)Certificate   of  Amendment  to  the  Restated   Certificate   of
               Incorporation dated May 7, 1999, and the Restated  Certificate of
               Incorporation,  as  amended,  is set  forth as  Exhibit  3 in the
               Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
               March 31, 1999.

          3(b) The By-laws as amended and restated,  dated November 13, 1998, as
               amended November 2, 1999.

          *4(a)The  Indenture  for Senior  Debt  Securities  and  Indenture  for
               Subordinated  Debt  Securities,  both  dated as of May 14,  1999,
               between the Company and Chase  Manhattan  Bank and Trust Company,
               National  Association,  as Trustee are set forth as Exhibits  4.5
               and 4.6 to the  Company's  Registration  Statement  on Form S-3/A
               dated May 14, 1999 (file no. 333-74349)

          *4(b)The Senior  Indenture for  $400,000,000 of Debt Securities  dated
               as of December 1, 1992  between  the Company and  Chemical  Trust
               Company of  California  as Trustee is set forth as Exhibit 4.1 to
               the Company's  Registration  Statement on Form S-3 dated December
               1, 1992 (file no. 33-55136).

              The  Company  agrees to furnish  to the  Securities  and  Exchange
              Commission,  upon request,  a copy of each instrument with respect
              to other issues of long-term  debt of the Company,  the authorized
              principal  amount of which does not exceed 10% of the total assets
              of the Company on a consolidated basis.

       4(c)   Amended and Restated  Rights  Agreement,  dated as of December 17,
              1999,  between  Bergen  Brunswig   Corporation  and  Chase  Mellon
              Shareholder  Services,   Inc.,  as  Rights  Agent,  including  all
              exhibits thereto.

       *10(a) Bergen Brunswig  Corporation  1999  Non-Employee  Directors' Stock
              Plan.

       *10(b) Bergen Brunswig Corporation 1999 Management Stock Incentive Plan.

       *10(c) Bergen Brunswig Corporation 1999 Deferred Compensation Plan

       *10(d) Bergen Brunswig  Corporation  1999 Management  Stock  Accumulation
              Plan.

       *10(e) Bergen Brunswig Corporation 1999 Employee Stock Purchase Plan

              Exhibits  10(a),  10(b),  10(c),  10(d) and 10(e) are set forth as
              Annexes  E,  F,  G,  H  and  I  respectively,   to  the  Company's
              Registration Statement on Form S-4 (file no. 333-7445) dated as of
              March 16, 1999.

       *10(f) Amended and Restated  Credit  Agreement  dated as of September 30,
              1994, as amended by the First  Amendment  dated as of February 27,
              1995, the Second  Amendment  dated as of March 15, 1996, the Third
              Amendment  dated as of October 23,  1998 and the Fourth  Amendment
              (including  Joinder  Agreement with PharMerica,  Inc.) dated as of
              April  23,  1999,  among  Bergen  Brunswig  Drug  Company,  Bergen
              Brunswig  Corporation  and  Bank of  America  National  Trust  and
              Savings Association. See also Exhibit 10(w).

       *10(g) Credit  Agreement  (including  Joinder  Agreement with PharMerica,
              Inc.)  dated as of April 23,  1999,  among  Bergen  Brunswig  Drug
              Company,  Bergen Brunswig Corporation and Bank of America National
              Trust and Savings Association. See also Exhibit 10(x)

       *10(h) Commercial  Paper Dealer  Agreement 4(2) Program dated as of April
              19, 1999 and Private  Placement  Memorandum dated May 1999 between
              Bergen Brunswig Corporation and Chase Securities, Inc.

              Exhibits  10(f),  10(g) and 10(h) are set forth as Exhibits 10(e),
              10(f) and 10(g),  respectively,  to the Company's Quarterly Report
              on Form 10-Q for the quarter ended March 31, 1999.

       *10(i) Bergen Brunswig Corporation Deferred Compensation Plan.

       *10(j) Director  Indemnification  Agreement  and  Amendment  to  Director
              Indemnification Agreement.

       *10(k) Bergen  Brunswig  Corporation  Bonus Plan as adopted  September 1,
              1977 and amended October 19, 1990.

       *10(l) Amended and Restated 1989 Stock  Incentive Plan of Bergen Brunswig
              Corporation and Subsidiary Companies.

       *10(m) Retired Officers' Medical Plan

              Exhibit  10(k),  10(l) and 10(m) are set forth as Exhibits  10(e),
              10(g) and 10(o) in the  Company's  Annual  Report on Form 10-K for
              the fiscal year ended September 30, 1997.

       *10(n) Bergen  Brunswig  Corporation  Stock Option Plans,  other than the
              Amended  and  Restated  1989  Stock  Incentive  Plan  and the 1999
              Management Stock Incentive Plan.

       *10(o) Form of Amended  and  Restated  Capital  Accumulation  Plan is set
              forth as Exhibit 10.2 in the Company's  Registration  Statement on
              Form S-3 and Amendment No. 1 thereto  relating to a shelf offering
              of $400 million in securities filed February 1, 1996 and March 19,
              1996, respectively (file no. 333-631).

       *10(p) Amended and Restated Supplemental  Executive Retirement Plan dated
              September 24, 1998.

       *10(q) Amendment No. 1 to the Amended and Restated  Capital  Accumulation
              Plan is set forth as Exhibit 10(m) in the Company's  Annual Report
              on Form 10-K for the fiscal year ended September 30, 1996.

       *10(r) Amended and Restated Executive Loan Program dated March 3, 1995 is
              forth as Exhibit 10(g) in the Company's Annual Report on Form 10-K
              for the fiscal year ended September 30, 1995.

       *10(s) Employment Agreement and Schedule.

       *10(t) Severance Agreement and Schedule

              Exhibits  10(s) and 10(t) above are set forth as Exhibit 10(q) and
              10(r) in the  Company's  Annual Report of Form 10-K for the fiscal
              year ended September 30, 1994.

       *10(u) Stock  Purchase  Agreement,  dated as of November 8, 1998,  by and
              among  Stadtlander Drug Co., Counsel  Corporation,  Stadt Holdings
              Inc., and the Company is set forth as Exhibit 2.1 to the Company's
              Report on  Schedule  13D,  dated  November  18,  1998,  filed with
              respect to PharMerica, Inc.

       *10(v) Indenture  dated March 13,  1998  related to  PharMerica's  8 3/8%
              Senior   Subordinated  Notes  is  set  forth  as  Exhibit  4.9  to
              PharMerica's  Registration  Statement  on Form S-4  filed  May 15,
              1998.

       10(w)  The Fifth  Amendment dated as of September 30, 1999, and the Sixth
              Amendment  dated as of  December  13,  1999,  to the  Amended  and
              Restated  Credit  Agreement  among Bergen  Brunswig  Drug Company,
              Bergen Brunswig Corporation and Bank of America National Trust and
              Savings Association. Such Amended and Restated Credit Agreement is
              referred to herein as Exhibit 10(f).

       10(x)  The First Amendment dated as of September 30, 1999, and the Second
              Amendment  dated as of December 13, 1999, to the Credit  Agreement
              among Bergen Brunswig Drug Company,  Bergen  Brunswig  Corporation
              and Bank of America National Trust and Savings  Association.  Such
              Credit Agreement is referred to herein as Exhibit 10(g).

       10(y)  Receivables  Sale  Agreement  dated as of December  17, 1999 among
              Blue Hill, Inc., Bergen Brunswig Drug Company, Wachovia Bank, N.A.
              and others.

        21     List of subsidiaries of Bergen Brunswig Corporation.

        23     Independent Auditors' Consent.

        24     Power of  Attorney is set forth on the  Signature  pages in  Part
               IV of this Annual Report, as initially filed.

        27     Financial  Data  Schedule for the year ended  September 30, 1999.

        99(a)  Statement Regarding Forward-Looking Information.

       *99(b)  Split  Dollar  Life  Insurance Plan with Robert E. Martini is set
               forth as Exhibit  99(b) in the  Company's  Annual  Report on Form
               10-K for the fiscal year ended September 30, 1997.

       *99(c)  Item  1 -  Legal  Proceedings  of  Part  II  of   the   Company's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               1994, are  incorporated  herein by reference in Part I, Item 3 of
               this Annual Report.

*  Document  has  heretofore   been  filed  with  the  Securities  and  Exchange
   Commission and is incorporated herein by reference and made a part hereof.

** Incorporated  herein  by  reference  to the  exhibits  filed  as  part of the
   Company's  Registration  Statement on Form S-3 (Registration No. 33-5530) and
   Amendment  Nos.  1 and 2  thereto  relating  to an  offering  of  $43,000,000
   principal  amount of 6 7/8%  Exchangeable  Subordinated  Debentures due 2011,
   filed with the Securities and Exchange  Commission on May 8, July 1, and July
   8, 1986, respectively.

<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, 1999 to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        BERGEN BRUNSWIG CORPORATION



                                        By:    /s/Milan A. Sawdei
January 6, 2000                                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, 1999 has been  signed  below by the  following  persons on
behalf of the Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>


<S>                                       <C>                                   <C>
SIGNATURE                                 TITLE                                  DATE

/s/ Robert E. Martini*                    Chairman of the Board and              January 6, 2000
    Robert E. Martini                     Chief Executive Officer


/s/ Neil F. Dimick*                       Executive Vice President,              January 6, 2000
     Neil F. Dimick                       Chief Financial Officer
                                          and Director
                                          (Principal   Financial   Officer  and
                                          Principal Accounting Officer)

/s/ Jose E. Blanco, Sr.*                  Director                               January 6, 2000
     Jose E. Blanco

/s/ Rodney H. Brady*                      Director                               January 6, 2000
     Rodney H. Brady

/s/ Charles C. Edwards, M.D.*             Director                               January 6, 2000
     Charles c. Edwards

/s/ Charles J. Lee*                       Director                               January 6, 2000
     Charles J. Lee

/s/ George R. Liddle*                     Director                               January 6, 2000
     George R. Liddle

/s/ Brent R. Martini*                     Director                               January 6, 2000
     Brent R. Martini

/s/ James R. Mellor*                      Director                               January 6, 2000
     James R. Mellor

/s/ George E. Reinhardt, Jr.*             Director                               January 6, 2000
     George E. Reinhardt, Jr.

                                          Director
     Donald R. Roden


/s/ Francis G. Rodgers*                   Director                               January 6, 2000
     Francis G. Rodgers

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

</TABLE>

<PAGE>

                                  EXHIBIT INDEX

       10(w)  The Fifth  Amendment dated as of September 30, 1999, and the Sixth
              Amendment  dated as of  December  13,  1999,  to the  Amended  and
              Restated  Credit  Agreement  among Bergen  Brunswig  Drug Company,
              Bergen Brunswig Corporation and Bank of America National Trust and
              Savings Association. Such Amended and Restated Credit Agreement is
              referred to herein as Exhibit 10(f).

       10(x)  The First Amendment dated as of September 30, 1999, and the Second
              Amendment  dated as of December 13, 1999, to the Credit  Agreement
              among Bergen Brunswig Drug Company,  Bergen  Brunswig  Corporation
              and Bank of America National Trust and Savings  Association.  Such
              Credit Agreement is referred to herein as Exhibit 10(g).

       10(y)  Receivables  Sale  Agreement  dated as of December  17, 1999 among
              Blue Hill, Inc., Bergen Brunswig Drug Company, Wachovia Bank, N.A.
              and others.