SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PRIORITY HEALTHCARE CORPORATION
(Name of Issuer)
CLASS B COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
74264T102
(CUSIP Number)
DECEMBER 31, 1998
(Date of Event Which Requires Filing of this Statement)
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. 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. SEC Use Only
4. Citizenship or Place of Organization
Indiana
5. Sole Voting Power
-0-
6. Shared Voting Power
-0-
7. Sole Dispositive Power
-0-
8. Shared Dispositive Power
-0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
10. Check box if the Aggregate Amount in Row 9 Excludes Certain Shares
[ ]
11. Percent of Class Represented by Amount in Row 9
0%
12. Type of Reporting Person
CO
<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.
8909 Purdue Road
Indianapolis, Indiana 46268
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") previously owned beneficially
and of record 10,214,286 shares of Priority Healthcare Corporation
("PHC") Class A Common Stock. However, effective December 31, 1998, BWI
distributed to its shareholders all of the 10,214,286 shares of PHC
Class A Common Stock that it owned and therefore BWI currently owns no
shares of PHC Class A Common Stock or 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 SECTIONS 240.13D-1(B) OR
240.13D-2(B) OR (C), 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)[ ] Investment Company registered under Section 8 of the Investment
Company Act of 1940
(e)[ ] Investment Adviser in accordance with Section 240.13d-1(b)(1)(ii)(E)
(f)[ ] Employee Benefit Plan or Endowment Fund in accordance with Section
240.13d-1(b)(1)(ii)(F)
(g)[ ] Parent Holding Company or control person in accordance with Section
240.13d-1(b)(1)(ii)(G)
(h)[ ] 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)
If this statement is filed pursuant to Section 240.13d-1(c), check this box [ ].
Not Applicable
</TABLE>
ITEM 4. OWNERSHIP.
ITEM 4(A).AMOUNT BENEFICIALLY OWNED:
-0-
ITEM 4(B).PERCENT OF CLASS:
0%
ITEM 4(C). NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
-0-
(ii) Shared power to vote or to direct the vote:
-0-
(iii)Sole power to dispose or to direct the disposition of:
-0-
(iv) Shared power to dispose or to direct the disposition of:
-0-
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 [X].
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. CERTIFICATIONS.
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: January 6, 1999 BINDLEY WESTERN INDUSTRIES, INC.,
an Indiana corporation
By: /S/ THOMAS J. SALENTINE
Name: Thomas J. Salentine
Title: Executive Vice President and
Chief Financial Officer
