SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                January 11, 1999
                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

                           BERGEN BRUNSWIG CORPORATION
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

            NEW JERSEY                 1-5110                22-1444512
         (STATE OR OTHER            (COMMISSION            (IRS EMPLOYER
         JURISDICTION OF           FILE NUMBER)         IDENTIFICATION NO.)
         INCORPORATION)

                4000 METROPOLITAN DRIVE, ORANGE, CALIFORNIA 92868
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                                 (714) 385-4000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)





ITEM 5.  Other Events

          On January  11,  1999,  Bergen  Brunswig  Corporation  ("Bergen")  and
PharMerica,  Inc.  ("PharMerica")  announced  that  they  have  entered  into an
Agreement  and Plan of  Merger,  dated  as of  January  11,  1999  (the  "Merger
Agreement"), pursuant to which Peacock Merger Corporation, a newly formed wholly
owned  subsidiary  of  Bergen,  will be  merged  with and into  PharMerica,  and
PharMerica will become a wholly owned subsidiary of Bergen (the "Merger"). Under
the terms of the Merger Agreement, upon consummation of the Merger, shareholders
of  PharMerica  will receive 0.275 of a share of Bergen Class A Common Stock for
each share of  PharMerica  Common Stock they hold.  The Merger is intended to be
tax-free and will be treated as a purchase  for  financial  reporting  purposes.
Consummation  of the  transaction  is  subject  to the  satisfaction  of certain
conditions, including approvals by the shareholders of Bergen and PharMerica and
receipt of certain regulatory approvals.

          The Merger  Agreement  also  provides  that in the event the Merger is
terminated pursuant to certain of the circumstances  specified under Article VII
thereof,  PharMerica may be obligated to pay to Bergen a termination  fee of $38
million. In addition to such payment, in certain circumstances set forth in such
Article,  PharMerica may become  obligated to reimburse  Bergen up to $6 million
for costs and expenses  incurred in  connection  with the  transaction.  In such
event,  certain  amendments to the existing supply agreement  between Bergen and
PharMerica also would be made.

          Pursuant to a purchase agreement,  dated as of November 8, 1998, among
Bergen,  Counsel Corporation and certain other entities  (including  Stadtlander
Drug  co.,  Inc.),  Bergen  will  have the  right to vote  7,819,315  shares  of
PharMerica  Common Stock in connection  with the Merger.  Such shares  represent
8.7% of the  shares  of  PharMerica  Common  Stock  outstanding  as of  December
31,1998.

          The  Merger   Agreement  is  filed  as  Exhibit  99.1  hereto  and  is
incorporated  herein by  reference.  The  foregoing  description  of the  Merger
Agreement is qualified in its entirety by reference to such Exhibit.

ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits

           (c)   Exhibits.

           The following exhibit is filed as part of this report:

99.1 Agreement  and Plan of Merger,  dated as of January 11, 1999,  by and among
     Bergen  Brunswig  Corporation,  Peacock Merger  Corporation and PharMerica,
     Inc. is set forth as Exhibit 2.2 to  Amendment  No. 1 to Schedule 13D filed
     by  Bergen  Brunswig  Corporation,  January 13, 1999, filed with respect to
     PharMerica, Inc.,  and  is  hereby incorporated by this reference.


 
                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                           BERGEN BRUNSWIG CORPORATION


Dated:    January 13, 1999                 By: /s/ Milan A. Sawdei
                                               _________________________
                                               Milan A. Sawdei
                                               Executive Vice President,
                                               Chief Legal Officer and Secretary



                                  EXHIBIT INDEX


EXHIBIT NUMBER                              DESCRIPTION

99.1                     Agreement  and Plan of Merger,  dated as of January 11,
                         1999, by and among Bergen Brunswig Corporation, Peacock
                         Merger Corporation and PharMerica, Inc. is set forth as
                         Exhibit 2.2 to Amendment No. 1 to Schedule 13D filed by
                         Bergen Brunswig Corporation,  January  13, 1999,  filed
                         with   respect   to  PharMerica,  Inc.,  and  is hereby
                         incorporated by this reference.