SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
PRIORITY HEALTHCARE CORPORATION
(Name of Issuer)
CLASS B COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
74264T102
(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. 74264T102
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Bindley Western Industries, Inc., I.R.S. Id. No. 84-0601662
2. Check the appropriate box if a member of a group
Not applicable
3.
4. Citizenship or Place of Organization
Indiana
5. Sole Voting Power
10,214,286 shares{1)
6. Shared Voting Power
-0-
7. Sole Dispositive Power
10,214,286 shares(1)
8. Shared Dispositive Power
-0-
__________________
(1) Bindley Western Industries, Inc. ("BWI") owns beneficially and of record
10,214,286 shares of Priority Healthcare Corporation ("PHC") Class A
Common Stock, representing all of the shares of PHC Class A Common Stock
outstanding as of 12/31/97. BWI currently owns no shares of PHC Class B
Common Stock. Both PHC Class A and Class B Common Stock entitle holders
thereof to the same rights and privileges, except holders of PHC Class A
Common Stock are entitled to three votes per share and holders of PHC
Class B Common Stock are entitled to one vote per share. The holders of
PHC Class A Common Stock and PHC Class B Common Stock generally vote
together as a single class on all matters submitted to a vote of holders
of PHC Common Stock. Any holder of shares of PHC Class A Common Stock
may request to convert any or all of its shares of PHC Class A Common
Stock into shares of PHC Class B Common Stock at any time on a one-for-
one basis. PHC Class A Common Stock will automatically convert into PHC
Class B Common Stock on a one-for-one basis upon certain transfers
following any disposition of PHC Class A Common Stock by BWI to its
shareholders.
<PAGE>
9. Aggregate Amount Beneficially Owned by Each Reporting Person
10,214,286 shares(1)
10. Check box if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
11. Percent of Class Represented by Amount in Row 9
81.6%
12. Type of Reporting Person
CO
__________________
(1) Bindley Western Industries, Inc. ("BWI") owns beneficially and of record
10,214,286 shares of Priority Healthcare Corporation ("PHC") Class A
Common Stock, representing all of the shares of PHC Class A Common Stock
outstanding as of 12/31/97. BWI currently owns no shares of PHC Class B
Common Stock. Both PHC Class A and Class B Common Stock entitle holders
thereof to the same rights and privileges, except holders of PHC Class A
Common Stock are entitled to three votes per share and holders of PHC
Class B Common Stock are entitled to one vote per share. The holders of
PHC Class A Common Stock and PHC Class B Common Stock generally vote
together as a single class on all matters submitted to a vote of holders
of PHC Common Stock. Any holder of shares of PHC Class A Common Stock
may request to convert any or all of its shares of PHC Class A Common
Stock into shares of PHC Class B Common Stock at any time on a one-for-
one basis. PHC Class A Common Stock will automatically convert into PHC
Class B Common Stock on a one-for-one basis upon certain transfers
following any disposition of PHC Class A Common Stock by BWI to its
shareholders.
<PAGE>
Item 1(a).NAME OF ISSUER.
Priority Healthcare Corporation
ITEM 1(B).ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
285 West Central Parkway, Suite 1704
Altamonte Springs, Florida 32714
ITEM 2(A).NAME OF PERSON FILING.
Bindley Western Industries, Inc.
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.
Indiana
ITEM 2(D).TITLE OF CLASS OF SECURITIES.
Class B Common Stock, $.01 par value (1)
ITEM 2(E).CUSIP NUMBER.
74264T102
__________________
(1) Bindley Western Industries, Inc. ("BWI") owns beneficially and of record
10,214,286 shares of Priority Healthcare Corporation ("PHC") Class A
Common Stock, representing all of the shares of PHC Class A Common Stock
outstanding as of 12/31/97. BWI currently owns no shares of PHC Class B
Common Stock. Both PHC Class A and Class B Common Stock entitle holders
thereof to the same rights and privileges, except holders of PHC Class A
Common Stock are entitled to three votes per share and holders of PHC
Class B Common Stock are entitled to one vote per share. The holders of
PHC Class A Common Stock and PHC Class B Common Stock generally vote
together as a single class on all matters submitted to a vote of holders
of PHC Common Stock. Any holder of shares of PHC Class A Common Stock
may request to convert any or all of its shares of PHC Class A Common
Stock into shares of PHC Class B Common Stock at any time on a one-for-
one basis. PHC Class A Common Stock will automatically convert into PHC
Class B Common Stock on a one-for-one basis upon certain transfers
following any disposition of PHC Class A Common Stock by BWI to its
shareholders.
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:
10,214,286 shares(1)
ITEM 4(B).PERCENT OF CLASS:
81.6%
_________________
(1) Bindley Western Industries, Inc. ("BWI") owns beneficially and of record
10,214,286 shares of Priority Healthcare Corporation ("PHC") Class A
Common Stock, representing all of the shares of PHC Class A Common Stock
outstanding as of 12/31/97. BWI currently owns no shares of PHC Class B
Common Stock. Both PHC Class A and Class B Common Stock entitle holders
thereof to the same rights and privileges, except holders of PHC Class A
Common Stock are entitled to three votes per share and holders of PHC
Class B Common Stock are entitled to one vote per share. The holders of
PHC Class A Common Stock and PHC Class B Common Stock generally vote
together as a single class on all matters submitted to a vote of holders
of PHC Common Stock. Any holder of shares of PHC Class A Common Stock
may request to convert any or all of its shares of PHC Class A Common
Stock into shares of PHC Class B Common Stock at any time on a one-for-
one basis. PHC Class A Common Stock will automatically convert into PHC
Class B Common Stock on a one-for-one basis upon certain transfers
following any disposition of PHC Class A Common Stock by BWI to its
shareholders.
ITEM 4(C). NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or direct the vote:
10,214,286 (1)
(ii) shared power to vote or to direct the vote:
-0-
(iii)sole power to dispose or to direct the disposition of:
10,214,286 (1)
(iv) shared power to dispose or to direct the disposition of:
-0-
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
__________________
(1) Bindley Western Industries, Inc. ("BWI") owns beneficially and of record
10,214,286 shares of Priority Healthcare Corporation ("PHC") Class A
Common Stock, representing all of the shares of PHC Class A Common Stock
outstanding as of 12/31/97. BWI currently owns no shares of PHC Class B
Common Stock. Both PHC Class A and Class B Common Stock entitle holders
thereof to the same rights and privileges, except holders of PHC Class A
Common Stock are entitled to three votes per share and holders of PHC
Class B Common Stock are entitled to one vote per share. The holders of
PHC Class A Common Stock and PHC Class B Common Stock generally vote
together as a single class on all matters submitted to a vote of holders
of PHC Common Stock. Any holder of shares of PHC Class A Common Stock
may request to convert any or all of its shares of PHC Class A Common
Stock into shares of PHC Class B Common Stock at any time on a one-for-
one basis. PHC Class A Common Stock will automatically convert into PHC
Class B Common Stock on a one-for-one basis upon certain transfers
following any disposition of PHC Class A Common Stock by BWI to its
shareholders.
<PAGE>
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 BINDLEY WESTERN INDUSTRIES, INC.,
an Indiana corporation
By: /S/ MICHAEL D. MCCORMICK
Printed: MICHAEL D. MCCORMICK
Title: EXEC. V.P. AND GENERAL COUNSEL
