UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)

( x ) ANNUAL REPORT PURSUANT TO SECTION(Mark One)
[X] Annual Report Pursuant to Section 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OFor 15(d) of the
Securities Exchange Act of 1934 (Fee Required)

FOR THE FISCAL YEAR ENDED DECEMBER[Fee Required]

For the fiscal year ended December 31, 1993

OR
( ) TRANSITION REPORT PURSUANT TO SECTION1994
or
[ ] Transition Report Pursuant to Section 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OFor 15(d) of the
Securities Exchange Act of 1934 (No[No Fee Required)

FOR THE TRANSITION PERIOD FROM _________ TO ____________

COMMISSION FILE NUMBER 0-6430Required]

For the transition period from to

Commission file Number 1-9810

OWENS & MINOR, INC.
(Exact name of Registrant as specified in its charter)

VIRGINIA 54-0327460Virginia 54-1701843
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

Identification No.)

4800 COX ROAD
GLEN ALLEN, VIRGINIA 23260Cox Road, Glen Allen, Virginia 23060
(Address of principal executive offices) (Zipcode)

(804) 747-9794
(Registrant's(Zip Code)

Registrant's telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:Area Code (804) 747-9794
Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class on which registered
Common Stock, $2 par value New York Stock Exchange
Inc.
Preferred Stock Purchase Rights New York Stock Exchange Inc.

Securities registered pursuant to Section 12(g) of the Act:
NONENone
(Title of Class)

(Title of Class)

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrantRegistrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes xX No _____

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in any definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )[ ]

The aggregate market value of Common Stock held by
non-affiliates (based upon the closing sales price) was
approximately $448,061,094$377,909,196 as of March 4,
1994.7, 1995. In
determining this figure, the Company has assumed that all of its
officers, directors and persons known to the Company to be the
beneficial owners of more than five percent of the Company's Common
Stock are affiliates. Such assumptionsassumption shall not be deemed
conclusive for any other purpose.

The number of shares of the Company's Common Stock
outstanding as of March 4, 19947, 1995 was 20,396,60130,805,845 shares.

DOCUMENTS INCORPORTEDINCORPORATED BY REFERNCEREFERENCE

Portions of the Owens & Minor, Inc. Annual Report to
StockholdersShareholders for the year ended December 31, 19931994 (the "1993"1994 Annual
Report") are incorporated by reference into Part II of this Form
10-K and portions of the Owens & Minor, Inc. definitive Proxy
Statement/ProspectusStatement for the 19941995 Annual Meeting of Shareholders (the "1994"1995
Proxy Statement") are incorporated by reference into Part III of
this Form 10-K. With the exception of the specifiedspecific information
referred to in Items 5, 6, 7, 8 and 14 hereof, the 19931994 Annual
Report isand 1995 Proxy Statement are not deemed to be filed as a part
of this report.

TABLE OF CONTENTS
and
CROSS REFERENCE SHEET

Page Number(s)/Sections
- --------------------------------------
Form Annual Proxy
10-K Report Statement
---- ------
- ---------

PART I
Item 1 Business 2-52-4
Item 2 Properties 65
Item 3 Legal Proceedings 65
Item 4 Submission of Matters to a
Vote of Security Holders 65

PART II
* Item 5 Market for Registrant's Common
Equity and Related Stockholder
Matters 10 Inside Back Cover9 43
* Item 6 Selected Financial Data 10 18-199 22-23
* Item 7 Management's Discussion and
Analysis of Financial
Condition and Results
of Operations 10 18-21Operation 9 24-25
* Item 8 Financial Statements and
Supplementary Data 10 22-379 26-40
Item 9 Changes in and Disagreements
with Accountants on Accounting
and Financial Disclosure 109

PART III

** Item 10 Directors and Executive Officers Proposal 1: Election of
of the Registrant 11
Proposal 2:

Election of10 Directors

** Item 11 Executive Compensation 1110 Proposal 2:1: Election of Directors

- - Executive
Compensation

** Item 12 Security Ownership of Certain Beneficial
Proposal 2:1: Election
Beneficial Owners and Management 11
Election of Directors - - O&M CommonCapital
Management 10 Stock Owned by Principal Shareholders
and Management

** Item 13 Certain Relationships and
Related Transactions 11
Proposal 2:

Election of Directors

- - Compensation Committee

Interlocks and Insider

Participation10 None

PART IV
Item 14 Exhibits, Financial Statement
Schedules, and 12-14
Reports on
Form 8-K 11-13

* Information related to this item is hereby incorporated by
reference to the 19931994 Annual Report.

** Information related to this item is hereby incorporated by
reference to the 19941995 Proxy Statement.

FORM 10-K
OWENS & MINOR, INC.

PART I

Item 1. Business

Owens & Minor, Inc. (the "Company") was incorporated in Virginia
on December 7, 1926 as a successor to a partnership founded in
Richmond, Virginia in 1882. The Company is athe largest
branded wholesale distributor of medical/surgical supplies and
carries over 104,000163,000 products and operates 3653 distribution centers
serving hospitals, nursing homes, integrated healthcare systems,
alternate medical care facilities, physicians' offices and other
institutions nationwide. The Company also distributes
pharmaceuticals and otherrelated products to independent pharmacies and chain drug
stores in south Florida.hospitals. The Company's
common stock is traded on the New York Stock Exchange under the
symbol OMI.

On December 22, 1993,May 10, 1994, the Company entered into an agreement withacquired Stuart Medical,
Inc. (Stuart) whereby the companies will combine their two
businesses. Stuart,, a distributor of medical/surgical supplies, has
distribution centers located primarily insupplies. The
consideration paid to the West, Midwest and Northeast and
had sales for the year ended December 31, 1993shareholders of $890.5Stuart was $40.2 million (unaudited).
In the proposed transaction, the Company will form a holding company that
will own all of the currently outstanding capital stock of the Company and
Stuart. Under the terms of the agreement, the new holding company would
exchange $40,200,000
in cash and $115,000,000$115 million par value of convertible preferred stock for all of the capital stock of Stuart. The Company will
also refinance Stuart's pro forma debt of $141,000,000 (unaudited). Each
outstanding share of the Company's common stock would be exchanged for one
share of common stock of the new holding company. The Company intends to
account for this transaction as a purchase, if consummated. The Board of
Directors of the Company and the requisite shareholders of Stuart have
unanimously approved this transaction. The Company's shareholders will vote
on the proposed transaction at the annual shareholders' meeting with expected
closing of the transaction to occur in the second quarter.stock.

In 1993,1994, the Company did not engage in any material amount
of governmental business that may be subject to renegotiation of
profits or termination of contract at the election of the
government. The Company held no material patents, trademarks,
licenses, franchises or concessions in 19931994 nor is it subject to
any material seasonality. At December 31, 1993,February 28, 1995, the Company
had 1,674approximately 3,000 full and part-time employees and
considers its relations with them to be excellent.

The Company is required to carry a significant investment
in inventory to meet the rapid delivery requirements of its
customers. The Company sells only finished goods purchased from
approximately 1,6503,000 different competing manufacturers that provide an
adequate availability of inventory. In 1993,1994, products purchased
from Johnson & Johnson, Inc. accounted for more thanapproximately 19% of the
Company's net sales. The Company believes that it is not
vulnerable to supply interruptions that would have a material
adverse effect on its operations or profitability. Due to the
immediate delivery requirements of its customers, the Company has no
material backlog of orders.

During 1993, hospitalHospital customers (including members of hospital
buying groups) represented 90%groups/alliances) represent the majority of the Company's
sales. The remaining sales wereare to alternative care providers
including Integrated Healthcare System (IHS), nursing homes,
physicianssurgical centers, physician offices and other purchasers. The
high percentage ofhistoric focus on sales to hospitals reflects the Company's
principal strategy to concentrateof focusing on hospital customers in the
belief that hospitalsthe buying decisions regarding distribution of supplies
to the new IHS will remainbe lead by the primary focus of the
healthcare industry.hospital community. Important
elements of this strategy have been to maintain the Company's status
as a low cost distributor of high volume
disposable, commodity products and to
operate in a decentralized manner to provide customers with a high
level of service on a local basis.

In 1993,1994, the majority of the Company's net sales were related to
eight product groups -including urological products, dressings,
needles and syringes, surgical packs and gowns, sterile procedure
trays, sutures, intravenous products and endoscopic products.
These products are disposable and are generally used in high
volume by customers. The sales of these products are supplemented
by sales of a wide variety of other products including incontinence
products, feeding tubes, surgical staples, blood collection devices
and surgical gloves.

The Company's growth has been achieved by expansion into
new geographical areas through acquisitions and the opening
of new distribution centers and the
consolidation of existing distribution centers. In May 1989, the Company
acquired National Healthcare and Hospital Supply Corporation
(National Healthcare). With the addition of National
Healthcare's six continuing distribution centers, the Company was
able to expand its distribution area to the western portion of
the United States. On December 2, 1991, the Company acquired Koley's
Medical Supply, Inc. (Koley's). The acquisition of Koley's
provided the Company with three distribution centers located in Iowa
and Nebraska. In May 1992 and September 1992, the Company opened
distribution centers in Columbus, Ohio and Memphis,
Tennessee, respectively. In May 1993, the Company acquired Lyons
Physician Supply Company located in Youngstown, Ohio. In June 1993,
the Company acquired A. Kuhlman & Co. located in Detroit,
Michigan. In June 1993, the Company opened distribution centers
in Birmingham, Alabama and Detroit, Michigan, and in August 1993
and December 1993, the Company opened distribution centers in
Boston, Massachusetts and Seattle, Washington, respectively. On
May 10, 1994, the Company acquired Stuart. The acquisition of
Stuart provided the Company with distribution centers located
primarily in the West, Midwest and Northeast. In October 1994, the
Company acquired substantially all of the assets of Emery Medical
Supply, Inc., located in Denver, Colorado. In August 1994, the
Company opened a distribution center in San Diego, California, and
in December 1994, in St. Louis, Missouri. The Company intends
to continue to acquire or establish facilitiesdistribution centers in new
locations depending on the attractiveness of new markets, the
availability of suitable acquisition candidates and the potential
for additional sales and/or cost savings from new locations.

Since 1985, the Company has been a distributor for VHA
Inc. (formerly named Voluntary Hospitals of America, Inc.) ("VHA").
VHA is the nations's largest group purchasing organization for the
non-profit hospital system, representing over 1,000 health care
organizations all of which are in markets serviced by the Company.
The Company entered into a new supply agreement with VHA in November 1993. VHA is the nation's largest non-profit hospital
system, representing over 960 hospitals, approximately 370 of which are in
markets serviced by the Company.
Under the provisions of the new VHA agreement, commencing on April
1, 1994, the Company will sellsells products to VHA-member hospitals and
affiliates on a variable cost-plus basis that is generally dependent
upon dollar volume of purchases and percentage of total products
purchased from the Company. Accordingly, as the Company's sales
to and penetration of VHA-member customers increase, the cost
plus pricing charged to such customers decreases. Prior to April
1, 1994, products were sold on a straight cost-
pluscost-plus basis. In
November 1994, another change was made to the VHA agreement adding
Baxter Healthcare Corporation as the fourth authorized VHA
distributor effective in the first quarter of 1995.
Simultaneously, with this change, VHA enabled the other
three authorized VHA distributors, including the Company, to
distribute Baxter-manufactured products, which was not previously
possible. During 1993,1994, no single customer accounted for 10% or
more of the Company's net sales, except for sales under the VHA
agreement to member hospitals, which amounted to approximately $460$960
million or 33%40% of the Company's total net sales.

In February 1994, the Company was selected by
Columbia/HCA Healthcare Corp. ("Columbia/HCA") as its prime distributerprincipal
distributor for medical/surgical products. Under the new
partnership, the Company provides distribution services to
Columbia/HCA operates 192hospitals and their other healthcare facilities
nationwide to improve the cost effectiveness and efficiency of
their inventory management process. Columbia/HCA owns
approximately 200 acute care and specialty hospitals throughout
the United States.

The Company also acts as an agent for Abbott
Laboratories, warehousing and distributing intravenous solutions and
related products on a fee basis at sixseven distribution centers.

CUSTOMER SERVICE AND MARKETING SYSTEMS

The Company believes thatAs a result of the Company's sale of its increased use of computers will continue to
improve its inventory managementWholesale Drug
Division and its ability to provide prompt delivery
to customers. The use of computers has enabled the Company to handle an
increasing level of sales without corresponding increasesSpecialty Packaging Division in personnel.

Since 1988,1992, the Company
has utilized its Owens & Minor Network Information
System (OMNI)only one reporting segment.

MARKETING DEVELOPMENTS

In 1994, the Company introduced a series of decision analysis
for personal computer applications called Interactive Value Models
(IVM(Registered Trademark)). With the IVM(Registered Trademark),
customers are guided through a fully integrated on-line system that operates fromseries of questions accessing
their data to arrive at a centralized data base. OMNI has improved operating controls and provided
more consistent information fromcost savings figure achievable through
the distribution centers. Additionally, the
OMNI system has improved the Company's ability to communicate with and
service its customers.

The second phase of the OMNI implementation provides for the installation
of a new computer-oriented warehouse management system, which includes a
state-of-the-art radio frequency control system utilizing barcodes that
interface with the mainframe computer system. This system completely
computerizes on-line the receiving, putaway, storage, verification, order
picking and shipping of merchandise. One of the benefits of the system is
that it provides for periodic recounts of merchandise, which will improve the
accuracy of on-hand product inventory data. Through 1993, this new warehouse
management system has been implemented in 18use of the Company's 36distribution services. If the customer
cannot provide the data, the application automatically provides
industry standard values. Because IVM(Registered Trademark) is
computerized, customers receive answers quickly.

The field automation program was implemented in October 1994,
with field management receiving IBM Thinkpad(Registered Trademark)
laptops. The sales force trainers received their laptop computers
in December 1994 in preparation for the roll-out to the entire sales
force in 1995. These laptops will be used to access business data
on a real time basis, to communicate electronically both with the
Company's customers and teammates, and to provide multi-media
presentations.

Stock Point(Registered Trademark) was introduced in November
1994 as the name for the Company's stockless distribution program.
This program provides for low-unit-of-measure delivery of product
directly to the hospital department or care site on a daily
basis. The Company successfully implemented in 1994 a newly
developed Stock Point(Registered Trademark) point-of-use application
at two hospital locations. This application automates the
replenishment process through the use of portable computers
outfitted with bar code readers.

A new Integrated Healthcare System (IHS) marketing strategy
was introduced in the Fall of 1994 to five major IHS customers.
This program is designed to provide a seamless distribution
program to address the special needs of the large IHS in
reducing their non-clinical operating expenses and working
towards a risk/gain sharing agreement.

"The Source", Owens & Minor's first product catalog, was
released in December 1994 to customers and teammates. This is a
comprehensive medical/surgical product catalog illustrating many of
the products that are available through the Company's distribution
centers.

During 1992, the Company began an investment in resources to upgrade the
OMNI system in order to service its customers more effectively. Selected
employees within the information systems department are utilizing the latest
application development techniques including Computer Aided System
Engineering (CASE).

The Company offers its customers certain systems-related services which
management believes contribute to its competitive position. The Company has

a variety of electronic order entry systems which allow its sales
representatives and customers to enter orders directly into the Company's
computer. These systems can interface with existing customer materials
management systems and with hand-held microcomputers carried by sales
representatives to transmit orders. During 1993, approximately 63% of the
Company's sales were entered through these systems.

Electronic order entry systems have enabled the Company to reduce its order
processing costs and improve customer service. Customers with compatible
computer terminals or computerized materials management systems can enter
orders directly into the mainframe computer in Richmond using their own
product numbering system. The Company has also adapted its central computer
system in Richmond to receive computer-to-computer order transmissions from
several more comprehensive material management software systems used by
certain customers. The customer has the choice of using its own product
numbering system or the Company's standard numbering system.

MARKETING DEVELOPMENTS

Under the name of PANDAC(R) services, the Company markets wound closure
inventory management and cost control programs for use in acute care
hospitals. This system aids in budget forecasting and control, both in terms
of balance sheet and profit and loss applications.

In 1993, the Company introduced SPECTROM(TM), an instrument-scope repair
service for the cost conscious healthcare provider. The SPECTROM(TM) service
was designed to be a single source for both major and minor repairs, offering
the customer quality repair, quick turnaround time and economy. SPECTROM(TM)
can reduce the hospital's instrument-scope repair cost which offers the
customer valuable quality performance at the lowest possible cost.

In 1993, the Company introduced CARDIOM(TM), an inventory and cost
management service for the angio Cath Lab. CARDIOM(TM) can significantly
reduce the hospital's Cath Lab asset investment. As part of the service
provided by CARDIOM(TM), the hospital receives quarterly reports containing
data which assists the hospital in maintaining efficient inventories and
controlling procedure product costs.

In 1993, the Company introduced Pallet Architecture Location Services
(PALS(TM)), a service designed to reduce the customers operating costs by
palletizing customer orders to facilitate the receiving process and reduce
put-away time.

LOGISTIC SERVICES

Due to changing needs in the marketplace, the Company's Logistic Support
Services developed a Quality Management Process (QMP) to provide customized
services and solutions. The objective of QMP is to provide hospital
customers with the solutions needed to manage their business through an era
of increasing costs and shrinking reimbursements, with the underlying goal of
providing the lowest delivered cost to the patient.

The QMP Continuum offers steps to help the customer move from a traditional
to a non-traditional distribution environment, defined by the specific needs
of each hospital. The QMP Continuum is comprised of four basic components:
(1) Process Documentation identifies quality improvement opportunities to

remove redundancies, reduce inefficiency, and introduce a continuous
improvement process; (2) Asset Management Solution provides EDI transactions,
continuous inventory replenishment, J-I-T/Stockless partnerships, PANDAC(R)
Wound Closure Management Program and other asset management programs; (3)
Cost Control Analysis provides data needed to identify asset utilization,
streamline and reduce costs, including PALS(TM); and (4) Project Management and
Consulting Services provide operating system design, distribution system
design, facility design, space utilization, Cath Lab design, mergers and
consolidations, etc.

The Quality Management Process methodology is integrated into the
operations of the local Owens & Minor Distribution Center which serves the
hospital.

COMPETITION

The medical/surgical supply business in the United States
consists of onethree nationwide distributor,distributors, Owens & Minor, Baxter
International,Healthcare Corp. and General Medical, and a number of regional and
local distributors. The Company believes that, based upon sales, it
is the second largest branded distributor of medical/surgical products to
hospitals in the United States. Competition within the
medical/surgical supply business exists with respect to breadth of
product line, product availability, delivery time, services
provided, the ability to meet special requirements of customers
and price. In recent years, there has been aFurther consolidation of medical/surgical supply
distributors continues through the purchase of smaller distributors
by larger companies.companies due to competitive pressures in the market place.

Item 2. Properties

The corporate headquarters of the Company areis located in
western Henrico County in suburban Richmond, Virginia in a leased
facility. The Company owns two undeveloped parcels of land in
western Henrico County, which are adjacent to the Company's
corporate headquarters. The former office and
production facilities of Harbor Medical, Inc., located in Sanford, Florida,
which are presently leased to a tenant through May 1996, are owned by the
Company. Also, with the acquisition of Lyons Physician Supply Company,In addition, the Company owns the land and building of its warehouse
facilities in Youngstown, Ohio, location.La Mirada, California and
Greensburg, Pennsylvania and an office facility in Sanford,
Florida.

The Company also leases offices and warehouses for its
distribution centers in 35 cities throughout the country.

Excluding the Stuart transaction,45 cities. Overall there are 53
distribution centers. In 1994, the Company expectsrelocated five
distribution centers and expanded six others. Much of this
activity can be attributed to relocate or
renovate up tonew business growth with Columbia/HCA
hospitals and the consolidation of Owens & Minor and Stuart
facilities. In 1995 new facilities are planned for seven
of its leased officelocations including Atlanta, Chicago, Detroit, Ft. Lauderdale,
Houston, Jackson and warehouse facilities in 1994.Richmond. All other Companycompany facilities are
considered adequate for their current and projected use.

Item 3. Legal Proceedings

There are no legal proceedings pending against the Company or
any of its subsidiaries other than ordinary routine litigation
incidental to its business, including certain tort claims arising
in the ordinary course of business which are adequately covered by
insurance and are being defended either by the Company's
insurance carriers or the suppliers of the merchandise involved.
No legal proceeding pending against the Company is expected to have
a material adverse effect upon the Company.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during
the fourth quarter of 1993.1994.

EXECUTIVE AND OTHER OFFICERS OF THE REGISTRANT

The Company's Executive Officers are:

Name Age Office

Held
---- --- -----------
G. Gilmer Minor, III 5354 Chairman, President and Chief
Executive Officer

Craig R. Smith 43 Executive Vice President and
Chief Operating Officer

Robert E. Anderson, III 59 Senior60 Executive Vice President,
Planning and Development

Henry A. Berling 51 Senior52 Executive Vice President,
Sales and MarketingCustomer
Development

Drew St. J. Carneal 5556 Senior Vice President,
Corporate Counsel and
Secretary

Glenn J. Dozier 4344 Senior Vice President,
Finance, Chief Financial
Officer

Craig R. Smith 42 Senior Vice President, Distribution
and Information Systems

The Company's Otherother Officers are:

Richard F. Bozard 4748 Vice President, Treasurer

Richard L. Farinholt 55Charles C. Colpo 37 Vice President, Technology SystemsInventory
Management

Hugh F. Gouldthorpe, Jr. 5556 Vice President, Quality and
Communications

Frederick R. Ricker 48 Vice President, Business Development
and Support

Michael L. Roane 3940 Vice President, Human
Resources

Thomas J. Sherry 46 Vice President, Sales and
Marketing

F. Thomas Smiley 3839 Vice President, Operations
and Cost Management,
Controller

Hue Thomas, III 5556 Vice President, Corporate
Relations

AllAt the meeting of the Board of Directors held February 27,
1995, Mr. Colpo was elected Officer and all of the other Officers
were elected at the annual meeting of the Board of Directors held April 27, 1993.May
10, 1994. All Officers are elected to serve until the 19941995
Annual Meeting of Shareholders, or such time as their successors
are elected.

Mr. G. Gilmer Minor, III was first employed by the Company in
1963. Mr. Minor received his B.A. in history from the Virginia
Military Institute in 1963. In 1966, he was awarded an MBA from
the Colgate Darden School of Business Administration fromat the
University of Virginia. He has spent his entire business career with
the Company and was elected President and Chief Operating Officer
in 1981 and Chief Executive Officer in 1984. In May 1994 he was
also elected Chairman of the Board.

Mr. Smith was employed by National Healthcare and Hospital
Supply Corporation in June 1983 as a sales representative. With the
Company's acquisition of National Healthcare and Hospital Supply
Corporation in May 1989, Mr. Smith was employed by the Company
as Division Vice President. From 1990 to 1992, Mr. Smith served as
Group Vice President for the western region. On January 4,
1993 Mr. Smith assumed responsibilities of Senior Vice President,
Distribution. Later in 1993, Mr. Smith assumed the new role of
Senior Vice President, Distribution and Information Systems and
in 1994, he was elected Executive Vice President, Distribution and
Information Systems. In February 1995, Mr. Smith was promoted to
Chief Operating Officer. Mr. Smith is a graduate of the University
of Southern California.

Mr. Anderson was Vice President of Powers & Anderson from 1958
to 1966. With the Company's acquisition of Powers & Anderson in
1967, Mr. Anderson was employed by the Company in the
Medical/Surgical Division in sales and marketing and was elected
Vice President in 1981. In October 1987, he was elected Senior
Vice President, Corporate Development. In April 1991, Mr. Anderson
was elected Senior Vice President, Marketing and Planning. In
1992, Mr. Anderson assumed a new role as Senior Vice President,
Planning and Development.Development and in 1994, he was elected
Executive Vice President, Planning. Mr. Anderson received a B.S.
in Commerce from the University of Virginia in 1955.Virginia.

Mr. Berling was employed by A & J Hospital Supply Company
following the completion of his education in 1965. With the
Company's acquisition of A & J Hospital Supply in 1966, Mr.
Berling was employed by the Company in the Medical/Surgical
Division and was elected Vice President in 1981 and Senior Vice
President, Sales and Marketing, a newly created position, in 1987.
In April 1989, he was elected Senior Vice President and Chief
Operating Officer. In April 1991, Mr. Berling assumed a new role
as Senior Vice President, Sales and Distribution. In 1992, Mr.
Berling assumed the role of Senior Vice President, Sales and
Marketing.Marketing and in 1994, he was elected Executive Vice President, Sales
and Customer Development. Mr. Berling received a B.S. in
Economics from Villanova University in 1965.University.

Mr. Carneal was employed by the Company in January 1989 as
Vice President and Corporate Counsel. From 1985 to 1988, he
served as the Richmond City Attorney and, prior to that date, he was
a partner for the law firm of Cabell, Moncure and Carneal which
provided legal services to the Company. In February 1989, he was
elected Secretary by the Board of Directors. In March 1990, he
was elected Senior Vice President, Corporate Counsel and
Secretary. Mr. Carneal received a B.A. in English from Princeton
University in 1960.University. Mr. Carneal received his L.L.B. at the University of
Virginia School of Law.

Mr. Dozier was elected to the position of Senior Vice
President, Chief Financial Officer, in February 1991. In April
1991, he assumed the additional responsibility of Senior Vice
President, Operations and Systems.
Mr. Dozier was formerly Vice President, Treasurer and Chief Financial
Officer. In 1992, Mr. Dozier assumed
a new role of Senior Vice President, Finance and Information
Systems and Chief Financial Officer. In 1993, Mr. Dozier assumed the
role of Senior Vice President, Finance, Chief Financial Officer.
Prior to joining the Company in April 1990, Mr. Dozier had been
Chief Financial Officer and Vice President of Administration and
Control since 1987 for AMF Bowling, Inc. Previously, Mr. Dozier was
with Dravo Corporation, where his last position was Vice President,
Finance. Mr. Dozier received an MBA from The Colgate Darden School
of Business at the University of Virginia and received a B.S. from
Virginia Polytechnic Institute and State University in Industrial
Engineering and Operations Research.

Mr. Smith was employed by National Healthcare and Hospital Supply
Corporation in June 1983 as a sales representative. With the Company's
acquisition of National Healthcare and Hospital Supply Corporation in May
1989, Mr. Smith was employed by the Company as Division Vice President. From
1990 to 1992, Mr. Smith served as Group Vice President for the western
region. On January 4, 1993 Mr. Smith assumed responsibilities of Senior Vice
President, Distribution. In 1993, Mr. Smith assumed the new role of Senior
Vice President, Distribution and Information Systems. Mr. Smith is a
graduate of the University of Southern California.

Mr. Bozard was employed by the Company in March 1988 and
was elected Vice President, Treasurer in 1991. Prior to
joining the Company, he served as an officer for CIT/Manufacturers
Hanover Bank and Trust. From 1984 to 1986, he was with Williams
Furniture where his last position was President. Mr. Bozard
received a B.S. from Virginia Commonwealth University in Business
Administration.

Mr. FarinholtColpo was employed by the Company in October 19911981 as Manager,
Internal Audit. In April 1984, Mr. Colpo was promoted to Division
Vice President Information Systems.(DVP) and served as DVP for the Harlingen, Texas,
Division, in 1987, for the Orlando, Florida, Division and in 1993
for the Atlanta, Georgia, Division. In January 1994, he became Director,
Business Process Redesign. In 1995, Mr. Farinholt assumed the
position ofColpo was promoted to Vice
President, Technology Systems. Prior to joining the
Company,Inventory Management. Mr. Farinholt was President of a consulting firm, Information
Technology Group, Inc. Prior thereto, he was President of HealthNet, Inc.
Previously, Mr. Farinholt was with IBM for 17 years. Mr. FarinholtColpo received a B.S. DegreeBS in
Accounting from the University of Virginia.Virginia Polytechnic Institute and State
University.

Mr. Gouldthorpe joined the Company in 1986 as Director of
Hospital Sales for the Wholesale Drug Division. In 1987, he was
promoted to Vice President and was named Vice President and
General Manager of the Wholesale Drug Division in 1989. In April
1991, he was elected Vice President, Corporate Communications and in
September 1993, was appointed Vice President, Quality and
Communications. Prior to joining the Company, Mr. Gouldthorpe
was employed by E.R. Squibb and Sons for 20 years. While at
Squibb he held numerous sales and marketing positions that included
Advertising Manager, Director of Training and Director of Sales.
Mr. Gouldthorpe is a graduate of Thethe Virginia Military Institute with
a B.A. in Chemistry and Biology.

Mr. Ricker was employed by the Company in March 1989 as Vice President and
Director of Operations. In 1991, Mr. Ricker assumed the additional
responsibility of Vice President, Support Services. In 1993, Mr. Ricker
assumed the position of Vice President, Business Development and Support.
Prior to joining the Company, he was Director of Operations with Grinnell
Corporation from 1986 to 1989. Prior to 1986, Mr. Ricker served as Director
and/or Vice President of Operations with John Portman and Associates and W.
W. Grainger, Inc. He started his career with IBM in 1968 as a Financial
Analyst. Mr. Ricker is a graduate of Youngstown State University.

Mr. Roane was employed by the Company in October 1992 as
Vice President, Human Resources. Prior to joining Owens & Minor,
Mr. Roane was employed by Philip Morris Co. from 1980 to 1992
where his last position was Manager, Employee Relations Operations.
Prior to that he was employed by Gulf Western Industries in a
variety of human resources positions. Mr. Roane received his B.S.
Degree in Business Management from Canisius College.

Mr. Sherry joined Owens & Minor as Vice President of Sales
and Marketing with the Company's acquisition of Stuart in May 1994.
During his 18 year employment at Stuart he held various
positions which included sales representative, Sales Manager,
Division Vice President, Regional Vice President, Vice President
of Sales and Executive Vice President. Mr. Sherry has a B.S.
in Business Administration from Central Michigan University and
while in the Air Force completed the M.B.A. program at the
University of Northern Colorado.

Mr. Smiley was employed by the Company in September 1979 as
Manager of Internal Audit. In January 1981, he became the Assistant
Controller. In June 1985, he became the Controller. In April 1986 he
was elected Assistant Vice President, Controller. In April
1989, he was elected Vice President, Controller.Controller and in
February 1995, was promoted to Vice President, Operations and
Cost Management. Prior to joining the Company, he was with
Coopers & Lybrand, where his last position was Senior Accountant.
Mr. Smiley received a B.S. in Business Administration from
the University of Richmond.

Mr. Thomas joined the Company in 1970. In 1984, he was promoted
to Assistant General Manager of the Medical/Surgical Division. In
1985, he was made Assistant Corporate Vice President and was named
Vice President in 1987. In 1989, he was named Vice President and
General Manager of the Medical/Surgical Division. In 1991, he was
named Vice President, Corporate Relations. Mr. Thomas received a
B.S. from Georgia Institute of Technology
in 1964.Technology.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters

Information regarding the market price of the Company's
Common Stock and related stockholder matters is set forth in the
19931994 Annual Report under the heading "Market and Dividend
Information" on page 4043 and is incorporated by reference herein.

Item 6. Selected Financial Data

The information required under this item is contained in the
19931994 Annual Report under the heading "Selected Financial Data" on
pages 1822 and 1923 and is incorporated by reference herein.

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of OperationsOperation

The information required under this item is contained in the
19931994 Annual Report under the heading "Management's Discussion and
Analysis of Results of Operations and Financial Condition" on pages
18 through 2124 and 25 and is incorporated by reference herein.

Item 8. Financial Statements and Supplementary Data

The consolidated financial statements and notes as of December
31, 19931994 and 19921993 and for each of the years in the three-year
period ended December 31, 1993,1994, together with the independent
auditors' report of KPMG Peat Marwick LLP dated February 4, 1994,3, 1995,
appearing on pages 2226 through 3740 of the 19931994 Annual Report are
incorporated by reference herein.

The information required under Item 302 of Regulation S-K is
set forth in the 19931994 Annual Report in Note 1213 - "Quarterly
Financial Data (Unaudited)" in the Notes to the Consolidated Financial
Statements on page 3639 and is incorporated by reference herein.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

There were no changes in or disagreements with accountants
on accounting and financial disclosures during the two yearstwo-year period
ended December 31, 1993.1994.

PART III

Item 10. Directors and Executive Officers of the Registrant

The information required for this item is contained in Part I
of this reportForm 10-K and in the 19941995 Proxy Statement under the
heading, "Proposal 2:1: Election of Directors."Directors" and is incorporated
by reference herein.

Item 11. Executive Compensation

The information required under this item is contained in the
19941995 Proxy Statement under the heading "Proposal 2:1: Election of
Directors - Executive Compensation" and is incorporated by reference
herein.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The information required under this item is contained in the
19941995 Proxy Statement under the heading "Proposal 2:1: Election of
Directors - O&M CommonCapital Stock Owned by Principal Shareholders and
Management" and is incorporated by reference herein.

Item 13. Certain Relationships and Related Transactions

The information required under this item is contained in the 1994 Proxy
Statement under the heading "Proposal 2: Election of Directors -
Compensation Committee Interlocks and Insider Participation" and is
incorporated by reference herein.None

PART IV

Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K

Page Numbers
1993 Annual Form
Report * 10-K
----------- -----

(a) The following documents are filed as part of this report:

1. Consolidated Financial Statements:

Independent Auditors' Report of KPMG Peat Marwick 37

Consolidated Balance Sheets at December 31, 23
1993 and 1992

Consolidated Statements of Income for the 22
years ended December 31, 1993, 1992 and 1991

Consolidated Statements of 24
Stockholders' Equity for the years
ended December 31, 1993, 1992 and 1991

Consolidated Statements of Cash Flows 25
for the years ended December 31, 1993, 1992 and 1991

Notes to Consolidated Financial Statements 26-36Page Numbers
1994 Annual Form
Report * 10-K

(a) The following documents are filed
as part of this report:

1. Consolidated Financial Statements:

Independent Auditors' Report of
KPMG Peat Marwick LLP 40

Consolidated Balance Sheets at
December 31, 1994 and 1993 27

Consolidated Statements of Income for
the years ended December 31, 1994,
1993 and 1992 26

Consolidated Statements of Cash Flows
for the years ended December 31, 1994,
1993 and 1992 28

Notes to Consolidated Financial Statements 29-39

2. Financial Statement Schedules:

Independent Auditors' Report of KPMG
Peat Marwick LLP 15

VIII - Valuation and Qualifying Accounts 16

VIII - Valuation and Qualifying Accounts 17

IX - Short-term and Revolving Credit Borrowings 18

* Incorporated by reference from the indicated
pages of the 19931994 Annual Report.

All other schedules are omitted because the related information
is included in the consolidated financial statementsConsolidated Financial Statements or notes thereto
or because they are not applicable.

3. Exhibits

(2) Agreement of Exchange dated as of December 22, 1993, as amended and
restated on March 31, 1994, by and among Stuart Medical, Inc.,
the Company OMI
Holding, Inc. and certain shareholders of Stuart Medical, Inc.
(incorporated herein by reference to the Company's Proxy
Statement/Prospectus dated April 6, 1994, Annex III)**

(3)(a) Amended and Restated Articles of Incorporation of the Company

(incorporated herein by reference to
the Company's Annual Report on Form 10-K, Exhibit
3(a), for the year ended December 31, 1990)

(b) Amendment effective March 8, 1993 to the Amended and Restated Articles of Incorporation of the
Company (incorporated herein by reference to the
Company's Annual Report on Form 10-K, exhibit 3(b),
for the year ended December 31, 1992)

as amended on February 25,
1993 (incorporated herein by reference to the
Company's Annual Report on Form 10-K, Exhibit 3(c),
for the year ended December 31, 1992)

(4)(a) Owens & Minor, Inc. $11.5 million, 0% subordinated

noteSubordinated Note
dated May 31, 1989, due May 31, 1997, between the Company
and Hygeia Ltd. (incorporated herein by reference to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1990)
(b) Amendment to Owens & Minor, Inc. $3.5 million, 6.5% convertible
subordinated debenture0% Subordinated Note due
May 31, 1997
(c) Owens & Minor, Inc. $3,332,912, 9.10% Convertible
Subordinated Note dated May 10, 1994, due May 31, 1989,1996,
between the Company and Hygeia Ltd.
(incorporated herein
by reference to the Company's Annual Report on Form

10-K for the year ended December 31, 1990)

(c) Owens & Minor, Inc. $40 million(d) Credit Agreement dated as of November 1, 1993,April 29, 1994 among the Company,
as borrower, certain of the Company's subsidiaries, as
guarantors, NationsBank of North Carolina, N.A., as Agent,
Chemical Bank and Crestar Bank, as Co-Agents, and NationsBank of Virginia, N.A.the Banks
identified therein ("Credit Agreement")**
(e) First Amendment to Credit Agreement dated February 28, 1995**

(10) (a) Owens & Minor, Inc. Annual Incentive Plan (incorporated
herein by reference to the Company's definitive Proxy
Statement dated March 25, 1991)*
(b) 1985 Stock Option Plan as amended on January 27, 1987
(incorporated herein by reference to the Company's Annual
Report on Form 10-K, Exhibit 10(f), for the year ended
December 31, 1987)*
(c) Stock Purchase Agreement dated May 1, 1989 among the Company,
Hygeia N.V. and Hygeia Medical Supply B.V. (incorporated
herein by reference to the Company's Current Report on Form
8-K, Exhibit 2.1, filed on May 24, 1989)
(d) Owens & Minor, Inc. Pension Plan (incorporated herein by
reference to the Company's Annual Report on Form 10-K, Exhibit
10(h), for the year ended December 31, 1990)*
(e) Supplemental Executive Retirement Plan dated July 1, 1991
(incorporated herein by reference to the Company's Annual
Report on Form 10-K, Exhibit 10(i), for the year ended
December 31, 1991)*
(f) Owens & Minor, Inc. Executive Severance Agreements
(incorporated herein by reference to the Company's Annual
Report on Form 10-K, Exhibit 10(i), for the year ended
December 31, 1991)*
(g) Owens & Minor, Inc. Directors' Stock Option Plan (incorporated
herein by reference to the Company's Annual Report on Form 10-K,10-
K, Exhibit 10(i), for the year ended December 31, 1991)*
(h) Agreement dated December 31, 1985 by and between Owens &
Minor, Inc. and G. Gilmer Minor, Jr. (incorporated herein by
reference to the Company's Annual Report on Form 10-K, exhibit
10(k), for the year ended December 31, 1992)*
(i) Agreement dated December 31, 1985 by and between Owens &
Minor, Inc. and Philip M. Minor (incorporated herein by
reference to the Company's Annual Report on Form 10-K, exhibit
10(l), for the year ended December 31, 1992)*
(j) Agreement dated May 1, 1991 by and between Owens & Minor, Inc.
and W. Frank Fife (incorporated herein by reference to the
Company's Annual Report on Form 10-K, exhibit 10(m), for the
year ended December 31, 1992)*
(k) Owens & Minor, Inc. 1993 Stock Option Plan*Plan (incorporated
herein by reference to the Company's Annual Report on Form 10-
K, exhibit 10(k), for the year ended December 31, 1993)*
(l) Owens & Minor, Inc. Directors' Compensation Plan*Plan (incorporated
herein by reference to the Company's Annual Report on Form 10-
K, exhibit 10(l), for the year ended December 31, 1993) *
(m) Form of Enhanced Authorized Distribution Agency Agreement
("ADA Agreement") dated as of November 16, 1993 by and between
Voluntary Hospitals of America, Inc. and Owens & Minor, Inc.
(incorporated herein by reference to the Company's Annual
Report on Form 10-K, exhibit 10 (m), for the year ended
December 31, 1993)***
(n) Amendments to ADA Agreement dated as of August 9, 1994,
September 15, 1994 and November 15, 1994, respectively

(11) Calculation of Net Income Per Share

(13) Owens & Minor, Inc. 19931994 Annual Report to Stockholders (Note 1)

(22)Shareholders

(21) Subsidiaries of Registrant

(24)(23) Consent of KPMG Peat Marwick LLP, independent auditors

(27) Financial Data Schedule

* A management contract or compensatory plan or arrangement required
to be filed as an exhibit to this Form 10-K.

** The schedules to this Agreement have been omitted pursuant to
Item 601(b)(2) of Regulation S-K. The Company hereby
undertakes to file supplementally with the Commission upon
request a copy of the omitted schedules.

*** The Company has requested confidential treatment by the Commission
of certain portions of this Agreement, which portions have been
omitted and filed separately with the Commission.

(b) Reports on Form 8-K

There were no reports filed on Form 8-K during the fourth quarter
of 19931994

Note 1. With the exception of the information incorporated in this Form
10-K by reference thereto, the 19931994 Annual Report shall not be deemed
"filed" as a part of this Form 10-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrantregistrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

OWENS & MINOR, INC.

by/s/by /s/ G. Gilmer Minor, Jr.III
G. Gilmer Minor, Jr.III
Chairman of the Board

Pursuant to the requirements of the Securities Exchange Act of
1934, this report ishas been signed below by the following persons on
behalf of the Registrantregistrant and in the capacities and on the date
indicated:

/s/ G. Gilmer Minor, Jr.III /s/ R. E. Cabell, Jr.
G. Gilmer Minor, Jr.III R. E. Cabell, JrJr.
Chairman of the Board, President Director
and DirectorChief Executive Officer

/s/ Philip M. Minor /s/ James B. Farinholt, Jr.
Philip M. Minor James B. Farinholt, Jr.
Vice Chairman and Director Director

/s/ G. Gilmer Minor, III /s/ Vernard W. Henley
G. Gilmer Minor, III Vernard W. Henley
President and Chief Director
Executive officer
andof the Board Director

/s/ William F. Fife /s/ E. Morgan MasseyCarl G. Grefenstette
William F. Fife E. Morgan Massey
Retired Executive ViceCarl G. Grefenstette
Director
President and Director

/s/ Glenn J. Dozier /s/ James E. RogersVernard W. Henley
Glenn J. Dozier James E. RogersVernard W. Henley
Senior Vice President, Finance, Director
Finance,
Chief Financial Officer

/s/ F. Thomas Smiley /s/ James E. UkropMorgan Massey
F. Thomas Smiley James E. UkropMorgan Massey
Vice President, Principal Director
Accounting Officer and Controller

/s/ James E. Rogers
James E. Rogers
Director

/s/ James E. Ukrop
James E. Ukrop
Director

/s/ Anne Marie Whittemore
Anne Marie Whittemore
Director

Each of the above signatures is affixed as of March 7, 1994.22, 1995.

INDEPENDENT AUDITORSAUDITORS' REPORT
REPORT ON FINANCIAL STATEMENT SCHEDULESSCHEDULE

The Board of Directors and Stockholders
Owens & Minor, Inc.:

Over date of February 4, 1994,3, 1995, we reported on the consolidated balance
sheets of Owens & Minor, Inc. and subsidiaries as of December 31,199331, 1994
and 1992,1993, and the related consolidated statements of income stockholders' equity and cash
flows for each of the years in the three-year period ended December 31,
1993,1994, as contained in the 19931994 annual report to stockholders.shareholders. These
consolidated financial statements and our report thereon are
incorporated by reference in the December 31, 1994 annual report on Form
10-K for the year 1993.10-K. In connection with our audits of the aforementioned consolidated
financial statements, we also audited the related financial statement
schedulesschedule included on pages 17 and 18page 16 of this annual report on Form 10-K. TheseThis
financial statement schedules areschedule is the responsibility of the Company's
management. Our responsibility is to express an opinion on thesethis
financial statement schedulesschedule based on our audits.

In our opinion, such financial statement schedules,schedule, when considered in
relation to the basic consolidated financial statements taken as a
whole, presentpresents fairly, in all material respects, the information set
forth therein.

As discussed in Note 10 to the consolidated financial statements, as of January
1, 1993, the Company changed its method of accounting for income taxes.

KPMG Peat Marwick LLP

Richmond, Virginia
February 4, 19943, 1995

Schedule VIII

OWENS & MINOR, INC. AND SUBSIDIARIES

Valuation and Qualifying Accounts
(In thousands)

Additions
Balance at Additions
beginning chargedCharged to
Beginning Costs Other** Balance
Year-End of and at End
Description Year Expenses Deductions* of costs and end of
Description year expenses Deductions* year
- ----------- --------- -------- --------- ----------Year

Allowance for doubtful
accounts deducted from
accounts and notes
receivable in the
Consolidated
Balance Sheets

December 31,1994 $4,678 $1,149 $ 40 $ 527 $5,340

1993 $4,442 $ 497 - $ 261 $4,678

December 31, 1992 $4,514 $1,351 - $1,423 $4,442

December 31, 1991 $3,671 $1,506 $ 663 $4,514

* Uncollectible accounts written off.

Schedule IX

OWENS & MINOR, INC. AND SUBSIDIARIES

Short-Term and Revolving Credit Borrowings
(Dollars in thousands)

Weighted
Weighted
average
average Maximum Average
interest
interest amount amount
rate
Category of Balance rate outstanding outstanding
during
Year Ended short-term at end at end during during
the year
December 31, borrowings of year of year the year the year
(Note A)
- ------------ ---------- ------- -------- ----------- -----------
- --------

1993 Bank $37,000 3.5 % $65,300 $23,300
3.8%

1992 Bank $ 0 0 % $58,600 $ 8,413
5.9%

1991 Bank $39,400 5.0 % $63,100 $36,449
6.5%

NOTE A: Calculations are based on daily average amounts outstanding and
include commitment fees on** Adjusted for the revolving line of credit.allowance reserve acquired with the Emery
acquisition.

Form 10-K
Exhibit Index

Exhibit # Description

Page #
- --------- ----------- ------
2 Agreement(3) (a) Amended and Restated Articles of Exchange dated asIncorporation of December 22, 1993 by and among
Stuart Medical, Inc., the Company

OMI Holding,(b) Amended and Restated Bylaws of the Company

(4) (b) Amendment to Owens & Minor, Inc. and certain
shareholders of Stuart Medical, Inc.

40% Subordinated Note due May
31, 1997

(c) Owens & Minor, Inc. $40 million$3,332,912 9.10% Convertible Subordinated
Note dated May 10, 1994 due May 31, 1996 between the Company
and Hygeia Ltd.

(d) Credit Agreement dated as of November 1, 1993,April 29, 1994, among the
Company, as borrower, certain of the Company's subsidiaries,
as guarantors, NationsBank of North Carolina, N.A., as Agent,
Chemical Bank and Crestar Bank, as Co-Agents, and NationsBank of Virginia, N.A.

10 (k) Owens & Minor, Inc. 1993 Stock Option Plan

(l) Owens & Minor, Inc. Directors' Compensation Plan

(m) Form of Enhanced Authorized Distribution Agencythe Banks
identified therein

(e) First Amendment to Credit Agreement dated February 28, 1995

(10) (n) Amendments to ADA Agreement dated as of August 9, 1994,
September 15, 1994 and November 16, 1993 by and between Voluntary Hospitals of America,
Inc. and Owens & Minor, Inc.

1115, 1994, respectively

(11) Calculation of Net Income Per Share

13(13) Owens & Minor, Inc. 19931994 Annual Report to Stockholders

22Shareholders

(21) Subsidiaries of Registrant

24(23) Consent of KPMG Peat Marwick LLP, independent auditors

(27) Financial Data Schedule