Reg. Section 230.424(b)(3)
Registration No. 333-91149
SUPPLEMENT TO PROSPECTUS, DATED DECEMBER 6, 1999,
INCLUDED IN BINDLEY WESTERN INDUSTRIES, INC.'S
REGISTRATION STATEMENT ON FORM S-3
(REGISTRATION NO. 333-91149)
The "Selling Stockholder" section of the Prospectus dated
December 6, 1999, included in Bindley Western Industries, Inc.'s
Registration Statement on Form S-3 (Registration No. 333-91149),
is hereby supplemented to reflect a gift of 8,500 shares of our
common stock from Stephen B. Curet to Assemblies of God
Foundation in Springfield Missouri (the "Donee"). The Donee may
offer and sell such shares from time to time in accordance with
the methods described in the "Plan of Distribution" section of
the Prospectus.
The date of this Supplement is December 29, 1999.
