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.