SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 15 )*
BINDLEY WESTERN INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
090324 10 4
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ X ] Rule 13d-1(d)
*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))
<PAGE>
CUSIP No. 090324 10 4
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
William E. Bindley
I.R.S. Id. No. ###-##-####
2. Check the Appropriate Box if a Member of a Group
Inapplicable.
3. SEC Use Only
4. Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power
4,842,868 shares (1)
6. Shared Voting Power
64,566 (2)
7. Sole Dispositive Power
4,842,868 shares (1)
8. Shared Dispositive Power
64,566 (2)
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,907,434 shares (1)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ X ] (3)
___________
(1) Includes presently exercisable stock options to purchase
416,264 shares.
(2) These shares are held by the Bindley Family Foundation, Inc. (the
"BFF") and the J.T. Foundation, Inc. (the "JTF"). In the case of
BFF, Mr. Bindley shares voting and dispositive power with three other
directors. In the case of JTF, Mr. Bindley shares voting and
dispositive power with two other directors.
(3) Mr. Bindley disclaims ownership of 7,821 shares held by his spouse.
<PAGE>
11. Percent of Class Represented by Amount in Row (9)
21.2%
12. Type of Reporting Person
IN
<PAGE>
<PAGE>
ITEM 1
(a) NAME OF ISSUER.
Bindley Western Industries, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
8909 Purdue Road
Indianapolis, Indiana 46268
ITEM 2
(a) NAME OF PERSON FILING.
William E. Bindley
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE.
8909 Purdue Road
Indianapolis, Indiana 46268
(c) CITIZENSHIP.
United States of America.
(d) TITLE OF CLASS OF SECURITIES.
Common Stock, $.01 par value.
(e) CUSIP NUMBER.
090324 10 4
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Act;
(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) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940;
(e) [ ] An investment adviser in accordance with Section 240.13d-
1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan, or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940;
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Inapplicable.
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
The following information is provided as of December 31, 1998.
(a) AMOUNT BENEFICIALLY OWNED:
4,907,434 shares (1)
(b) PERCENT OF CLASS:
21.2%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or direct the vote:
4,842,868 (1)
(ii) Shared power to vote or to direct the vote:
64,566 (2)
(iii) Sole power to dispose or to direct the disposition of:
4,842,868 (1)
(iv) Shared power to dispose or to direct the disposition of:
64,566 (2)
________________
(1) Includes presently exercisable stock options to purchase 416,264
shares.
(2) These shares are held by the Bindley Family Foundation, Inc. (the
"BFF") and the J.T. Foundation, Inc. (the "JTF"). In the case of
BFF, Mr. Bindley shares voting and dispositive power with three other
directors. In the case of JTF, Mr. Bindley shares voting and
dispositive power with two other directors.
<PAGE>
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Inapplicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Inapplicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Inapplicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Inapplicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Inapplicable.
ITEM 10. CERTIFICATION.
Inapplicable.
<PAGE>
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 12, 1999 /S/ WILLIAM E. BINDLEY
William E. Bindley
