SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
BINDLEY WESTERN INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
090324 10 4
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following page(s))
1
<PAGE>
CUSIP No. 090324 10 4
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
William E. Bindley, I.R.S. Id. No. ###-##-####
2. Check the appropriate box if a member of a group
Not applicable
3.
4. Citizenship or Place of Organization
United States of America
5. Sole Voting Power
3,383,460 shares(1)
6. Shared Voting Power
-0-
7. Sole Dispositive Power
3,383,460 shares(1)
8. Shared Dispositive Power
-0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,383,460 shares(1)
10. Check box if the Aggregate Amount in Row (9) Excludes Certain Shares
[X]{2)
__________________
(1) Includes presently exercisable stock options to purchase 163,502 shares.
(2) Mr. Bindley disclaims ownership of 5,500 shares held by his spouse.
<PAGE>
11. Percent of Class Represented by Amount in Row 9
21.3%
12. Type of Reporting Person
IN
<PAGE>
ITEM 1(A).NAME OF ISSUER.
Bindley Western Industries, Inc.
ITEM 1(B).ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
10333 North Meridian Street, Suite 300
Indianapolis, Indiana 46290
ITEM 2(A).NAME OF PERSON FILING.
William E. Bindley
ITEM 2(B).ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE.
10333 North Meridian Street, Suite 300
Indianapolis, Indiana 46290
ITEM 2(C).CITIZENSHIP.
United States of America
ITEM 2(D).TITLE OF CLASS OF SECURITIES.
Common Stock, $.01 par value
ITEM 2(E).CUSIP NUMBER.
090324 10 4
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
<TABLE>
<CAPTION>
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
<S> <C> <C>
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act
(d) [ ] Insurance Company as defined under Section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under Section 203 of
the Investment Advisors Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(1)(ii)(G)
(h) [ ] Group, in accordance with Section 240.13d-
1(b)(1)(ii)(H)
Not Applicable
</TABLE>
ITEM 4. OWNERSHIP.
ITEM 4(A).AMOUNT BENEFICIALLY OWNED:
3,383,460 shares(1)
ITEM 4(B).PERCENT OF CLASS:
21.3%
ITEM 4(C).NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or direct the vote:
3,383,460 (1)
(ii) shared power to vote or to direct the vote:
-0-
(iii)sole power to dispose or to direct the disposition of:
3,383,460 (1)
(iv) shared power to dispose or to direct the disposition of:
-0-
__________________
(1) Includes presently exercisable stock options to purchase 163,502 shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATION.
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 9, 1998 /S/ WILLIAM E. BINDLEY
William E. Bindley
