8-K

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


                            FORM 8-K


                         CURRENT REPORT
             PURSUANT TO SECTION 13 OR 15(D) OF THE
                 SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported):  JUNE 11, 1999


               BINDLEY WESTERN INDUSTRIES, INC.
     (Exact name of registrant as specified in its charter)


  INDIANA                  001-11519           84-0601662
(State or other           Commission         (IRS Employer
jurisdiction of          File Number)      Identification No.)
 incorporation)


                         8909 PURDUE ROAD
                  INDIANAPOLIS, INDIANA  46268
   (Address of principal executive offices)  (Zip Code)

Registrant's telephone number, including area code:  (317) 704-
4000

                       NOT APPLICABLE
  (Former name or former address, if changed since last report)



ITEM 5.   OTHER EVENTS

     On May 20, 1999, the Board of Directors of Bindley Western
Industries, Inc. (the "Company") adopted an amendment to the
Company's Restated Articles of Incorporation which increased the
number of authorized common shares, $0.01 par value, from
40,000,000 shares to 53,333,333 shares.  The amendment was duly
adopted by the Board of Directors without shareholder action and,
pursuant to Section 23-1-38-2(4) of the Indiana Business
Corporation Law, shareholder action was not required.  On June
11, 1999, the Company filed with the Indiana Secretary of State
its Articles of Amendment of Restated Articles of Incorporation.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

        EXHIBIT NO.  DESCRIPTION

             4       Articles of Amendment of Restated Articles
                     of Incorporation of Bindley Western
                     Industries, Inc. increasing the number of
                     authorized common shares.


                           SIGNATURES

             Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.

Dated: August 23, 1999


                                BINDLEY WESTERN INDUSTRIES, INC.


                                By:     /S/ MICHAEL D. MCCORMICK

                                       Name: Michael D. McCormick
                                     Title: Executive Vice
                                President,
                                     General Counsel and
                                     Secretary

                        INDEX TO EXHIBITS

        EXHIBIT NO.  DESCRIPTION

             4       Articles of Amendment of Restated Articles
                     of Incorporation of Bindley Western
                     Industries, Inc. increasing the number of
                     authorized common shares.

EX-4

                                                   EXHIBIT  4

                      ARTICLES OF AMENDMENT
                               OF
               RESTATED ARTICLES OF INCORPORATION
                               OF
                BINDLEY WESTERN INDUSTRIES, INC.

     In  compliance with the requirements of the Indiana Business
Corporation   Law,  as  amended  (the  "IBCL"),  Bindley  Western
Industries, Inc.,  an  Indiana  corporation  (the "Corporation"),
desiring to amend its Restated Articles of Incorporation,  hereby
certifies as follows:

                            ARTICLE I
                    AMENDMENT TO THE RESTATED
                    ARTICLES OF INCORPORATION

     SECTION  1.   The  name of the Corporation is, and following
the  amendment  effected hereby  will  continue  to  be,  Bindley
Western Industries, Inc.

     SECTION 2.  Article V, Section 5.1, of the Restated Articles
of Incorporation of the Corporation is hereby amended so that, as
amended, such Section 5.1 shall read in its entirety as follows:

          "SECTION 5.1.  AUTHORIZED CLASSES AND NUMBER OF SHARES.
     The  total  number  of  shares  which  the  Corporation  has
     authority to issue shall be 54,333,333 shares, consisting of
     53,333,333 common shares (the "Common Shares") and 1,000,000
     special shares  (the  "Special  Shares").  The Corporation's
     shares shall have a par or stated value of $.01 per share.

     SECTION  3.   The  effective date of  the  amendment  hereby
effected  shall  be the date  of  filing  of  these  Articles  of
Amendment with the  office of the Secretary of State of the State
of Indiana.

                           ARTICLE II
                     MANNER OF ADOPTION AND
                        LEGAL COMPLIANCE

     SECTION 1.  The  foregoing amendment was duly adopted by the
Corporation's Board of  Directors  at  a  meeting duly called and
held  on  May 20, 1999.  The amendment was duly  adopted  by  the
Board of Directors without shareholder action and, pursuant to IC
23-1-38-2(4), shareholder action was not required.

     SECTION  2.   The  manner  of  the adoption of the foregoing
amendment  by the Corporation's Board  of  Directors  constitutes
full legal compliance  with  the  provisions  of the IBCL and the
Corporation's Restated Articles of Incorporation and By-Laws.

     IN  WITNESS  WHEREOF,  the  Corporation  has  caused   these
Articles  of  Amendment  to  be  signed  on  its  behalf  by  the
undersigned duly authorized officer on the 1st day of June, 1999.

                             BINDLEY WESTERN INDUSTRIES, INC.


                          By   /S/ MICHAEL D. MCCORMICK
                                   Michael D. McCormick
                                   Executive Vice President,
                                   General Counsel and
                                   Secretary