<PAGE>



                             UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                               FORM 10-K
    (Mark One)
    [X]   Annual  Report Pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934 [Fee Required]

    For the fiscal year ended December 31, 1994
                                   or
    [ ]   Transition Report Pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934 [No Fee Required]

    For the transition period from            to

    Commission file Number                     1-9810

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

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

    4800 Cox Road, Glen Allen, Virginia                           23060
    (Address of principal executive offices)                    (Zip Code)

    Registrant's telephone number, including Area Code   (804) 747-9794
    Securities registered pursuant to Section 12(b) of the Act:

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

                 Securities registered pursuant to Section 12(g) of the Act:
    None
                                       (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 Registrant  was required to file
    such reports) and (2) has been  subject to such filing requirements
    for  the past 90 days.  Yes    X   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 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  $377,909,196  as  of March  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 assumption shall  not be deemed
    conclusive for any other purpose.

         The  number of shares of  the Company's Common Stock
    outstanding as of March  7, 1995 was 30,805,845 shares.

    
<PAGE>
                  DOCUMENTS INCORPORATED BY REFERENCE

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

    
<PAGE>

                           TABLE OF CONTENTS
                                  and
                         CROSS REFERENCE SHEET

    
<TABLE>
                                                            Page Number(s)/Sections
                                                        Form    Annual        Proxy
                                                        10-K    Report        Statement
     <S>              <C>                               <C>      <C>          <C>

     PART I

         Item 1       Business                          2-4

         Item 2       Properties                         5

         Item 3       Legal Proceedings                  5

         Item 4       Submission of Matters to a
                      Vote of Security Holders           5


     PART II
       * Item 5       Market for Registrant's Common
                       Equity and Related Stockholder
                       Matters                           9       43
       * Item 6       Selected Financial Data            9       22-23
       * Item 7       Management's Discussion and
                       Analysis of Financial
                       Condition and Results
                        of Operation                     9       24-25
       * Item 8       Financial Statements and
                        Supplementary Data               9       26-40

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


     PART III

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

      ** Item 11      Executive Compensation             10                   Proposal 1: Election of Directors - Executive
                                                                              Compensation

      ** Item 12      Security Ownership of Certain                           Proposal 1: Election
                       Beneficial Owners and                                  of Directors - Capital
                       Management                        10                   Stock Owned by Principal Shareholders
                                                                              and Management


     ** Item 13       Certain Relationships and
                        Related Transactions             10                   None



     PART IV

        Item 14       Exhibits, Financial Statement
                       Schedules, and Reports on
                       Form 8-K                         11-13
    </TABLE>


    *   Information related to this item is hereby incorporated by
   reference to the 1994 Annual Report.

   **   Information related to this item is hereby incorporated by
   reference to the 1995 Proxy Statement.

   
<PAGE>
                          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  the  largest
   branded  wholesale distributor  of  medical/surgical  supplies  and
   carries  over  163,000 products and operates 53 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  related  products to  hospitals.   The Company's
   common stock is  traded on the New  York Stock Exchange  under the
   symbol OMI.

        On  May  10,  1994,  the  Company  acquired  Stuart  Medical,
   Inc. (Stuart), a distributor of medical/surgical supplies.  The
   consideration paid to  the shareholders of Stuart  was $40.2 million
   in  cash and $115 million par value of convertible preferred stock.

        In  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 1994  nor is it subject to
   any  material seasonality.  At February  28,  1995,  the  Company
   had  approximately  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 3,000 different  manufacturers   that  provide  an
   adequate  availability  of inventory.  In  1994, products  purchased
   from Johnson  & Johnson,  Inc. accounted for approximately 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.

        Hospital   customers   (including   members   of   hospital
   buying groups/alliances) represent the  majority of the  Company's
   sales.   The remaining sales  are to alternative care  providers
   including Integrated Healthcare  System (IHS),  nursing  homes,
   surgical centers,  physician offices and  other purchasers.  The
   historic focus on sales to hospitals reflects  the  Company's
   principal  strategy of  focusing  on  hospital customers in the
   belief that the buying decisions regarding distribution of  supplies
   to  the new  IHS will  be lead  by the  hospital community. Important
   elements of this strategy have been to maintain the Company's status
   as a low  cost distributor of high volume  commodity products and to
   operate in  a decentralized manner to  provide customers with  a high
   level of service on a local basis.

        In 1994, the majority of the Company's 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.   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 distribution 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 1993.
   Under the provisions of the new VHA  agreement, commencing on April
   1, 1994, the  Company sells 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-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  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 $960
   million or 40% of the Company's total net sales.

        In  February  1994,  the   Company  was  selected  by
   Columbia/HCA Healthcare  Corp.  ("Columbia/HCA")  as its  principal
   distributor  for medical/surgical  products.   Under  the  new
   partnership, the  Company provides distribution services to
   Columbia/HCA hospitals 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 seven distribution centers.

        As a  result of the Company's  sale of its  Wholesale Drug
   Division and  Specialty  Packaging Division  in 1992,  the  Company
   has  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 series  of questions accessing
   their  data to  arrive at  a  cost savings figure achievable through
   the use of the Company's distribution 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.


                              COMPETITION

        The medical/surgical supply business in the United States
   consists of three nationwide distributors, Owens & Minor, Baxter
   Healthcare Corp. and  General Medical, and a  number of regional  and
   local distributors. The  Company believes that, based upon sales,  it
   is the 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.  Further consolidation  of medical/surgical supply
   distributors continues  through the purchase of  smaller distributors
   by larger companies due to competitive pressures in the market place.

   
<PAGE>

 
  Item 2.  Properties

        The corporate  headquarters of  the Company  is 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.  In addition, the Company owns its warehouse
   facilities in Youngstown, Ohio, 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  45 cities.  Overall  there are 53
   distribution  centers.  In 1994, the Company  relocated five
   distribution centers  and expanded six others.   Much of this
   activity can be attributed to new business growth with Columbia/HCA
   hospitals and  the consolidation of Owens &  Minor and Stuart
   facilities.    In 1995  new  facilities  are  planned for  seven
   locations including Atlanta, Chicago, Detroit, Ft.  Lauderdale,
   Houston, Jackson and Richmond.   All company  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 1994.

   
<PAGE>
             EXECUTIVE AND OTHER OFFICERS OF THE REGISTRANT


     The Company's Executive Officers are:


                Name                   Age                    Office

     G. Gilmer Minor, III              54          Chairman, President and Chief
                                                   Executive Officer

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

     Robert E. Anderson, III           60          Executive Vice President,
                                                   Planning and Development

     Henry A. Berling                  52          Executive Vice President,
                                                   Sales and Customer
                                                   Development

     Drew St. J. Carneal               56          Senior Vice President,
                                                   Corporate Counsel and
                                                   Secretary

     Glenn J. Dozier                   44          Senior Vice President,
                                                   Finance, Chief Financial
                                                   Officer

     The Company's other Officers are:

     Richard F. Bozard                 48          Vice President, Treasurer

     Charles C. Colpo                  37          Vice President, Inventory
                                                   Management

     Hugh F. Gouldthorpe, Jr.          56          Vice President, Quality and
                                                   Communications

     Michael L. Roane                  40          Vice President, Human
                                                   Resources

     Thomas J. Sherry                  46          Vice President, Sales and
                                                   Marketing

     F. Thomas Smiley                  39          Vice President, Operations
                                                   and Cost Management,
                                                   Controller

     Hue Thomas, III                   56          Vice President, Corporate
                                                   Relations


        At 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 May
   10, 1994.   All Officers  are  elected  to  serve  until the  1995
   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 at 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  and  in  1994,  he  was  elected
   Executive Vice President,  Planning.   Mr. Anderson received  a B.S.
   in Commerce from the University of 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 and in 1994, he was elected Executive Vice President, Sales
   and Customer Development.   Mr. Berling received  a B.S. in
   Economics from Villanova 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.   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.    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. 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. Colpo was employed by the Company in 1981 as Manager,
   Internal Audit.  In April 1984, Mr. Colpo was promoted to Division
   Vice President (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 1994, he  became Director,
   Business  Process Redesign. In 1995, Mr. Colpo  was promoted to  Vice
   President, Inventory  Management. Mr.  Colpo  received  a  BS  in
   Accounting  from  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 the Virginia Military Institute with
   a B.A. in Chemistry and Biology.

        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 Assistant
   Controller.  In June 1985, he became Controller.  In April 1986 he
   was elected Assistant Vice  President, Controller.    In  April
   1989,  he  was  elected  Vice President,  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.


                                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
   1994 Annual Report  under the heading "Market  and Dividend
   Information"  on page 43 and is incorporated by reference herein.



   Item 6.  Selected Financial Data

        The information required under  this item is contained in  the
   1994 Annual Report under the heading   "Selected Financial Data" on
   pages 22 and 23 and is incorporated by reference herein.



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

        The information required under  this item is contained in  the
   1994 Annual Report under  the heading  "Management's  Discussion and
   Analysis of Results of Operations and Financial Condition" on pages
   24 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, 1994 and 1993 and for each of the  years in the three-year
   period ended December 31,  1994, together  with the  independent
   auditors'  report of KPMG Peat  Marwick LLP  dated February  3, 1995,
   appearing on  pages 26 through 40 of  the 1994  Annual Report   are
   incorporated by  reference herein.

        The  information required under Item  302 of Regulation  S-K is
   set forth in the 1994 Annual  Report in Note 13 - "Quarterly
   Financial Data (Unaudited)" in  the Notes to Consolidated Financial
   Statements on page 39 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-year  period
   ended December 31, 1994.

   
<PAGE>

                                PART III



   Item 10.  Directors and Executive Officers of the Registrant

        The information required for  this item is contained  in Part I
   of this  Form 10-K  and  in the  1995 Proxy  Statement  under the
   heading, "Proposal  1:  Election of  Directors" and is  incorporated
   by reference herein.



   Item 11.  Executive Compensation

        The information required under  this item is contained in  the
   1995 Proxy Statement under the heading "Proposal 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
   1995 Proxy Statement under  the heading "Proposal 1:  Election of
   Directors - Capital  Stock Owned  by Principal  Shareholders and
   Management"  and is incorporated by reference herein.



   Item 13.  Certain Relationships and Related Transactions

        None

   
<PAGE>

                                PART IV


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

                                             Page 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

   *    Incorporated by reference from the indicated
        pages of the 1994 Annual Report.

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

   3.  Exhibits

      (2)   Agreement of Exchange dated December 22, 1993, as amended and
            restated on March 31, 1994, by and among Stuart Medical, Inc.,
            the Company 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

         (b)  Amended and Restated Bylaws of the Company

      (4)(a) Owens & Minor, Inc. $11.5 million, 0% Subordinated 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. 0% 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, 1996,
             between the Company and Hygeia Ltd.
         (d) Credit Agreement dated as of 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 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, 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 (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 (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. 1994 Annual Report to Shareholders

      (21)   Subsidiaries of Registrant

      (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 1994

   Note 1. With the exception of the information incorporated in this Form
   10-K by reference thereto, the 1994 Annual Report shall not be deemed
   "filed" as a part of this Form 10-K.

   
<PAGE>

                               SIGNATURES


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

                                 OWENS & MINOR, INC.

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

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


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

   /s/ Philip M. Minor                /s/ James B. Farinholt, Jr.
   Philip M. Minor                    James B. Farinholt, Jr.
   Vice Chairman of the Board         Director

   /s/ William F. Fife                /s/ Carl G. Grefenstette
   William F. Fife                    Carl G. Grefenstette
   Director                           Director

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

   /s/ F. Thomas Smiley               /s/ E. Morgan Massey
   F. Thomas Smiley                   E. Morgan 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 22, 1995.

   
<PAGE>


   INDEPENDENT AUDITORS' REPORT
   REPORT ON FINANCIAL STATEMENT SCHEDULE

   The Board of Directors
   Owens & Minor, Inc.:


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

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

   KPMG Peat Marwick LLP

   Richmond, Virginia
   February 3, 1995



   
<PAGE>
                                                              Schedule VIII

                     OWENS & MINOR, INC. AND SUBSIDIARIES

                       Valuation and Qualifying Accounts
                                (In thousands)

                             Additions
               Balance at    Charged to
               Beginning   Costs    Other**                 Balance
   Year-End       of        and                             at End
   Description   Year     Expenses            Deductions*   of Year

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


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

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

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

   *  Uncollectible accounts written off.
   ** Adjusted  for  the  allowance   reserve  acquired  with  the  Emery
      acquisition.

  
<PAGE>
                               Form 10-K

                             Exhibit Index


   Exhibit #           Description

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

        (b)  Amended and Restated Bylaws of the Company

   (4)  (b)  Amendment to Owens & Minor, Inc. 0% 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, 1996 between the Company
             and Hygeia Ltd.

        (d)  Credit Agreement dated as of 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 the 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 15, 1994, respectively

   (11)      Calculation of Net Income Per Share

   (13)      Owens & Minor, Inc. 1994 Annual Report to Shareholders

   (21)      Subsidiaries of Registrant

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

   (27)      Financial Data Schedule















                                                              Exhibit  3 (a)





               AMENDED AND RESTATED  ARTICLES  OF  INCORPORATION
                                       OF
                              OWENS & MINOR, INC..




                                  ARTICLE  I.

                                      NAME

            The name of the Corporation shall be OWENS & MINOR, INC.


                                  ARTICLE  II.

                                   PURPOSES.

                The purposes for which the Corporation is formed are:

                1.  To  buy, sell,  distribute  and  trade in  medical  and
surgical supplies and equipment,  pharmaceuticals, drugs and merchandise of
every sort, class and  description at wholesale or at  retail, as principal
or as  agent,  alone or  in  partnership with  any  other person,  firm  or
corporation  within and without the Commonwealth of Virginia and the United
States of America  and to do  and perform every act  and to carry  on every
business which shall be incidental thereto.

                2.  In addition,  the Corporation shall  have the  power to
transact any and all lawful business not required to be stated specifically
in the articles of incorporation for which corporations may be incorporated
under Chapter I of Title 13.1 of the Code of Virginia of 1950 as  in effect
on the effective date of these Articles or as amended subsequently thereto.

                                  ARTICLE III.

                                 CAPITAL STOCK.

                The  maximum number  of  authorized shares  of  the  capital
stock  of the Corporation shall be Two Hundred Million (200,000,000) shares
of  Common Stock of the par value
 of Two Dollars ($2.00) per share, and Ten
Million  (10,000,000) shares of Cumulative Preferred Stock of the par value
of One  Hundred  Dollars ($100.00)  per  share, issuable  in series  as  is
hereinafter provided.

                The description  of the  Cumulative Preferred  Stock and  of
the Common Stock  and the  designations, preferences and  voting powers  of
such  classes of stock, or  restrictions or qualifications  thereof and the
terms upon which such stock is to be issued are as follows:

                                    PART A.

                          CUMULATIVE PREFERRED STOCK.

                1.  Issuance  in Series.   The  Cumulative Preferred  Stock
shall be divided into and issued from  time to time in one or more  series,
each  which  series shall  be so  designated as  to distinguish  the shares
thereof from  all other series and  classes.  The Board  of Directors shall
have the authority to divide the Cumulative Preferred Stock into series  by
resolution  setting  forth the  designation and  number  of shares  of each
series and the  relative rights  and preferences thereof  in the  following
respects, as to which there may be variation between different series:

                    (a)  The rate of dividend,  the time of payment and the
                dates from  which any dividends  shall be cumulative and the
                extent of participation rights, if any;

                    (b)  Any right  to vote with  holders of  shares of any
                other  series or  class  and any  right to  vote as  a class
                either generally  or as a  condition to specified  corporate
                action, subject  to the limitations of  Section 4  of Part A
                of this Article III;

                    (c)  The price  at which  and the  terms and conditions
                upon which shares may be redeemed;

                    (d)  The  amount payable  upon shares  in the  event of
                involuntary liquidation;

                    (e)  The  amount payable  upon shares  in the  event of
                voluntary liquidation;

                    (f)  Sinking  fund  provisions  of  the  redemption  or
                purchase of shares, if any;

                    (g)  The terms and  conditions upon which shares may be
                converted, if the shares of any  series are issued with  the
                privilege of conversion.

                The  Board of Directors shall have the  further authority to
redesignate any shares of any series theretofore established which have not
been issued or which have been  issued and retired as shares of some  other
series or to change the  designation of outstanding shares when  desired to
prevent confusion.

                All  shares of Cumulative  Preferred Stock of any one series
shall be identical with each other in all respects except, if so determined
by  the Board of  Directors, as to  the dates from  which dividends thereon
shall be  cumulative.   The shares of  Cumulative Preferred Stock  shall be
equal  in rank  with each other regardless of series and shall be identical
with each other in all respects except as hereinabove provided.

                2.  Preferences  over   Common  Stock.     The   Cumulative
Preferred Stock as a class  shall have preference over the Common  Stock as
to the payment  of dividends and in  the distribution of the  assets of the
Corporation in  the  event  of  any liquidation  and  dissolution,  whether
voluntary  or involuntary.   All  shares of  Cumulative Preferred  Stock of
every  series  shall  share ratably  in  the  distribution  of assets  upon
dissolution if the  assets of the Corporation  are insufficient to  pay the
full liquidation price of all shares of Cumulative Preferred Stock of every
series.

                So  long  as  any  dividend  on  any  series  of  Cumulative
Preferred Stock shall be in arrears, no dividend shall be declared and paid
on the Common Stock except dividends payable in shares of Common Stock, nor
shall the Corporation purchase or otherwise acquire for a consideration any
shares of Common Stock.

                3.  Redemption of Cumulative  Preferred Stock.   Subject to
any other provision  of these Articles of Incorporation to the contrary and
to the  right of the Board of Directors to  fix in any resolution of serial
designation adopted by it the terms and conditions upon which shares of any
series  may  be redeemed,  in  the event  of  any redemption  of  shares of
Cumulative Preferred Stock by the Corporation,  it may at the option of the
Board of Directors redeem the whole or any part of the Cumulative Preferred
Stock at any time outstanding upon not  less than thirty (30) nor more than
sixty  (60) days previous  notice by mail  to the holders  of record of the
shares  to be  redeemed.   If  less than  the whole  of a  series  shall be
redeemed,  the shares to  be so redeemed  shall be determined by  lot or in
such  other manner as the Board of Directors may determine.  If such notice
of  redemption  shall  have  been  duly given,  and  if  on  or  before the
redemption  date specified  in such  notice, the  funds necessary  for such
redemption  shall  have been  deposited  in trust  with any  bank  or trust
company  in the City of Richmond, Virginia, having capital and unrestricted
surplus aggregating  at least  TEN MILLION  DOLLARS ($10,000,000) named  in
such notice,  to be applied to  the redemption of  the Cumulative Preferred
Stock so  called for redemption,  then from  the time of  such deposit  all
shares  of  Cumulative Preferred  Stock for  the  redemption of  which such
deposit shall  have been made shall  be deemed no longer  to be outstanding
for any  purpose and all rights with respect to such shares shall thereupon
terminate, except the  right to  receive the redemption  price on  deposit,
without  interest thereon.   Any  interest accrued  upon or earned  by such
deposit  shall be paid  to the Corporation.   At the end  of five (5) years
from the redemption date named in such notice, any funds so deposited which
then remain unclaimed  shall be paid to the Corporation  free of any trust.
Any holder of Cumulative Preferred Stock so called for redemption as  shall
not  have received  the redemption  price prior  to  such repayment  to the
Corporation shall be deemed  to be an unsecured creditor of the Corporation
for  the  amount  of  the  redemption price  and  shall  look  only  to the
Corporation for the payment thereof, without interest.

                4.  Voting Rights  of Cumulative  Preferred Stock.   Except
as set forth  elsewhere in these Articles of Incorporation  and as shall be
provided in any resolution  of serial designation adopted  by the Board  of
Directors,  the  holders of  the Cumulative  Preferred  Stock shall  not be
entitled to any vote except as to matters in respect of which they shall at
the time be indefeasibly vested by  statute with such right.  The Board  of
Directors  may grant to holders of any series of Cumulative Preferred Stock
the right to vote  as a class for the  election of Directors only  upon the
following terms and conditions and subject to the following limitations:

                    (a)  Such right to vote as a class for the election  of
                Directors  shall not  be exercisable  unless and  until  the
                Corporation shall be in arrears for  the payment of four (4)
                or  more dividends  on any  series of  Cumulative  Preferred
                Stock.

                    (b)  The  number  of Directors  elected  by  holders of
                Cumulative Preferred  Stock of all  series shall not  exceed
                two (2) in the aggregate.

                    (c)  Such power to  elect Directors, if granted to more
                than one series,  shall apply to all  series as a class, and
                not separately.

                    (d)  No  Director elected  by the  Cumulative Preferred
                Stock, if  such power be conferred  upon any  series of such
                stock, shall  be classified  with the  Directors elected  by
                the Common Stock, but any such  Directors so elected by  the
                Cumulative Preferred Stock  shall serve as a separate  class
                to be  elected annually and shall  serve in  addition to the
                number of classified  Directors elected by the Common  Stock
                as  provided  in  the  bylaws  of  the Corporation.    They,
                together with  the classified Directors  as provided in  the
                bylaws, shall constitute the Board of Directors.

                    (e)  Immediately upon  the payment of  all dividends in
                arrears,  any  Director  or  Directors  so  elected  by  the
                Cumulative Preferred Stock shall cease to  act and shall  no
                longer be Directors of the Corporation.

                5.  Series  A   Preferred  Stock.   The  first  series   of
Cumulative  Preferred Stock  shall  be designated  "Series A  Participating
Cumulative  Preferred Stock" ("Series A Preferred Stock") and the number of
shares  constituting  such  series   shall  be  300,000.  The  preferences,
limitations and relative rights of shares of Series A Preferred Stock shall
be as follows:

                    (a)  Dividends and Distributions.

                         (1) Subject to  the prior  and superior rights  of
                    the holders of any  shares of any series of   Preferred
                    Stock  ranking prior  and  superior  to the  shares  of
                    Series  A Preferred  Stock  with respect  to dividends,
                    the holders  of shares of  Series A Preferred  Stock in
                    preference to the  holders of Common  Stock and of  any
                    other  junior  stock,  shall  be entitled  to  receive,
                    when, as  and if declared by the Board of Directors out
                    of funds  legally available therefor, dividends payable
                    quarterly on the  fifteenth day of each  February, May,
                    August and November  (each such date being  referred to
                    herein  as  a   "Quarterly  Dividend  Payment   Date"),
                    commencing  on  the first  Quarterly  Dividend  Payment
                    Date after  the first issuance  of a share  or fraction
                    of a  share of Series  A Preferred Stock,  in an amount
                    per share  (rounded to the  nearest cent) equal  to the
                    greater  of (a) $6.50  or (b) subject  to the provision
                    for  adjustment hereinafter  set  forth, 100  times the
                    aggregate per share  amount of all cash  dividends, and
                    100 times  the aggregate per  share amount  (payable in
                    kind) of all non-cash dividends  or other distributions
                    other  than a  dividend  payable  in shares  of  Common
                    Stock or  a subdivision  of the  outstanding shares  of
                    Common  Stock  (by   reclassification  or   otherwise),
                    declared  on the  Common  Stock since  the  immediately
                    preceding Quarterly  Dividend  Payment Date,  or,  with
                    respect to the  first Quarterly Dividend  Payment Date,
                    since the  first issuance of any share or fraction of a
                    share of  Series A Preferred  Stock.  In  the event the
                    Corporation   shall  at  any   time,  (i)  declare  any
                    dividend on  Common Stock payable  in shares  of Common
                    Stock, (ii) subdivide the outstanding Common Stock,  or
                    (iii)  combine  the  outstanding Common  Stock  into  a
                    smaller number  of shares, then  in each such  case the
                    amount  to  which   holders  of  shares  of   Series  A
                    Preferred Stock  were  entitled  immediately  prior  to
                    such event under  clause (b) of the  preceding sentence
                    shall  be adjusted  by  multiplying  such amount  by  a
                    fraction,  the numerator  of  which  is the  number  of
                    shares of  Common Stock  outstanding immediately  after
                    such event and  the denominator of which is  the number
                    of  shares  of  Common  Stock   that  were  outstanding
                    immediately prior to such event.

                         (2) The Corporation  shall declare  a dividend  or
                    distribution  on  the  Series  A  Preferred  Stock   as
                    provided in  paragraph (1)  above immediately  after it
                    declares a  dividend  or  distribution  on  the  Common
                    Stock  (other than  a  dividend  payable in  shares  of
                    Common Stock); provided that, in  the event no dividend
                    or distribution shall have been  declared on the Common
                    Stock during the period  between any Quarterly Dividend
                    Payment  Date   and  the   next  subsequent   Quarterly
                    Dividend Payment Date, a dividend at the rate of  $6.50
                    per  share  on  the  Series  A  Preferred  Stock  shall
                    nevertheless be   payable on such  subsequent Quarterly
                    Dividend Payment Date.

                         (3) Dividends  shall   begin  to   accrue  and  be
                    cumulative on outstanding shares of Series  A Preferred
                    Stock  from the  Quarterly Dividend  Payment Date  next
                    preceding the  date of issue of such shares of Series A
                    Preferred  Stock, unless  the  date  of issue  of  such
                    shares  is  prior  to the  record  date  for  the first
                    Quarterly  Dividend   Payment  Date,   in  which   case
                    dividends on  such shares  shall begin  to accrue  from
                    the date  of issue of  such shares, or  unless the date
                    of issue is a  Quarterly Dividend Payment Date or  is a
                    date after  the record  date for  the determination  of
                    holders of shares of Series  A Preferred Stock entitled
                    to   receive  a  quarterly  dividend  and  before  such
                    Quarterly  Dividend  Payment Date,  in either  of which
                    events  such dividends  shall begin  to  accrue and  be
                    cumulative  from such Quarterly  Dividend Payment Date.
                    Accrued but  unpaid dividends shall not  bear interest.
                    Dividends  paid on  the shares  of  Series A  Preferred
                    Stock in an amount  less than the total amount  of such
                    dividends  at the  time  accrued  and payable  on  such
                    shares shall be allocated pro  rata on a share-by-share
                    basis among  all such shares  at the  time outstanding.
                    The Board  of Directors may  fix a record  date for the
                    determination  of   holders  of  shares  of   Series  A
                    Preferred  Stock  entitled  to  receive  payment  of  a
                    dividend  or  distribution   declared  thereon,   which
                    record date shall be no more than  30 days prior to the
                    date fixed for the payment thereof.

                    (b)  Voting Rights.  The holders of shares  of Series A
                Preferred    Stock shall have the following voting rights:

                         (1) Subject   to  the   provision  for  adjustment
                    hereinafter   set  forth,   each  share  of   Series  A
                    Preferred  Stock  shall entitle  the holder  thereof to
                    one vote  on all  matters submitted  to a  vote of  the
                    shareholders of the Corporation.

                         (2) Except as  otherwise provided  herein, in  the
                    Articles of Incorporation or  under applicable law, the
                    holders of shares  of Series A Preferred  Stock and the
                    holders of shares  of Common Stock shall  vote together
                    as one  voting group on all matters submitted to a vote
                    of stockholders of the Corporation.

                         (3) (i)  If at  any time  dividends on any  shares
                    of Series A Preferred  Stock shall be in arrears  in an
                    amount equal  to six  quarterly dividends  thereon, the
                    occurrence   of   such  contingency   shall   mark  the
                    beginning of a  period (a "default period")  that shall
                    extend  until such  time when  all  accrued and  unpaid
                    dividends for all  previous quarterly dividend  periods
                    and for  the current quarterly  dividend period  on all
                    shares  of Series  A  Preferred Stock  then outstanding
                    shall have  been declared  and  paid or  set apart  for
                    payment. During  each default  period,  all holders  of
                    the  outstanding  shares of  Series  A  Preferred Stock
                    together with any other series  of Preferred Stock then
                    entitled  to  such  a  vote  under  the  terms  of  the
                    Articles of Incorporation, voting  as a separate voting
                    group, shall be  entitled to elect  two members of  the
                    Board of Directors of the Corporation.

                             (ii)  During  any default period, such  voting
                    right  of  the  holders  of   Preferred  Stock  may  be
                    exercised   initially  at  a   special  meeting  called
                    pursuant to subparagraph (iii)  of this Section 5(b)(3)
                    or  at   any  annual  meeting   of  shareholders,   and
                    thereafter   at   annual   meetings  of   shareholders,
                    provided that neither  such voting right nor  the right
                    of the holders of any  other series of Preferred Stock,
                    if any, to  increase, in certain cases,  the authorized
                    number  of  Directors  shall  be  exercised unless  the
                    holders  of ten  percent (10%) in  number of  shares of
                    Preferred Stock outstanding shall be present in  person
                    or by proxy. The absence of  a quorum of the holders of
                    Common  Stock shall  not  affect  the exercise  by  the
                    holders of  Preferred Stock  of such  voting right.  At
                    any meeting  at which  the holders  of Preferred  Stock
                    shall  exercise such voting  right initially  during an
                    existing  default period,  they shall  have the  right,
                    voting as a  separate voting group, to  elect Directors
                    to  fill such  vacancies,  if  any,  in  the  Board  of
                    Directors as  may then exist  up to two  (2) Directors,
                    or if  such right is exercised at an annual meeting, to
                    elect two  (2) Directors. If the number which may be so
                    elected at any special  meeting does not amount  to the
                    required  number, the  holders of  the Preferred  Stock
                    shall  have the  right  to make  such  increase in  the
                    number of  Directors as  shall be  necessary to  permit
                    the election by them of the required number. After  the
                    holders  of  the Preferred  Stock shall  have exercised
                    their right  to elect Directors  in any  default period
                    and during the  continuance of such period,  the number
                    of  Directors  shall  not  be  increased  or  decreased
                    except by  vote of the  holders of  Preferred Stock  as
                    herein  provided  or  pursuant to  the  rights  of  any
                    equity securities ranking senior to  or pari passu with
                    the Series A Preferred Stock.

                             (iii)  Unless  the holders of Preferred  Stock
                    shall,  during   an  existing   default  period,   have
                    previously exercised  their right  to elect  Directors,
                    the Board  of Directors may  order, or  any shareholder
                    or shareholders owning  in the aggregate not  less than
                    ten  percent  (10%) of  the total number  of shares  of
                    Preferred  Stock  outstanding, irrespective  of series,
                    may request,  the calling of  a special meeting  of the
                    holders  of  Preferred   Stock,  which  meeting   shall
                    thereupon  be  called  by  the  Chairman, President,  a
                    Vice-President or  the  Secretary of  the  Corporation.
                    Notice of  such meeting  and of any  annual meeting  at
                    which holders of  Preferred Stock are entitled  to vote
                    pursuant  to this paragraph 5(b)(3)(iii) shall be given
                    to each holder of record of Preferred Stock by  mailing
                    a copy  of such notice  to him at  his last  address as
                    the same appears on the  books of the Corporation. Such
                    meeting shall  be called for a time not earlier than 10
                    days and not  later than  60 days after  such order  or
                    request.  In  the  event such  meeting  is  not  called
                    within  60  days  after such  order  or  request,  such
                    meeting  may  be  called  on   similar  notice  by  any
                    shareholder or  shareholders  owning in  the  aggregate
                    not less  than ten percent (10%) of the total number of
                    shares of Preferred Stock  outstanding. Notwithstanding
                    the provisions of this paragraph 5(b)(3)(iii), no  such
                    special  meeting  shall  be called  during  the  period
                    within 60  days immediately  preceding  the date  fixed
                    for the next annual meeting of the shareholders.

                             (iv)   In any default  period, the holders  of
                    Common  Stock,  and  other  classes  of  stock  of  the
                    Corporation  if  applicable,   shall  continue  to   be
                    entitled to elect  the whole number of  Directors until
                    the holders  of Preferred  Stock  shall have  exercised
                    their  right  to elect  two (2)  Directors voting  as a
                    separate  voting  group,  after the  exercise  of which
                    right  (x) the Directors  so elected by  the holders of
                    Preferred Stock  shall continue  in office  until their
                    successors shall have  been elected by such  holders or
                    until the  expiration of  the default  period, and  (y)
                    any vacancy in  the Board of  Directors may (except  as
                    provided in paragraph  5(b)(3)(ii)) be  filled by  vote
                    of a  majority of  the remaining Directors  theretofore
                    elected by the voting group  which elected the Director
                    whose office  shall have  become vacant.  References in
                    this paragraph  5(b)(3)(iv) to Directors  elected by  a
                    particular   voting   group  shall   include  Directors
                    elected  by   such  Directors  to   fill  vacancies  as
                    provided in clause (y) of the foregoing sentence.

                             (v)    Immediately upon  the  expiration of  a
                    default  period,  (x)  the  right  of  the  holders  of
                    Preferred Stock, as  a separate voting group,  to elect
                    Directors shall  cease, (y) the  term of  any Directors
                    elected  by  the  holders  of  Preferred  Stock,  as  a
                    separate  voting group,  shall terminate,  and (z)  the
                    number of  Directors shall  be such  number  as may  be
                    provided  for  in,  or pursuant  to,  the  Articles  of
                    Incorporation or  bylaws irrespective  of any  increase
                    made   pursuant   to  the   provisions   of   paragraph
                    5(b)(3)(ii) (such  number  being subject,  however,  to
                    change  thereafter in any manner provided  by law or in
                    the  Articles   of  Incorporation  or  bylaws).     Any
                    vacancies in  the Board  of Directors  affected by  the
                    provisions  of clauses  (y) and  (z)  in the  preceding
                    sentence may be filled by  a majority of the  remaining
                    Directors, even though less than a quorum.

                         (4) Except  as set  forth  herein or  as otherwise
                    provided in  the Articles of Incorporation,  holders of
                    Series A Preferred  Stock shall have no  special voting
                    rights and their consent shall  not be required (except
                    to  the extent they  are entitled to  vote with holders
                    of  Common Stock as  set forth  herein) for  taking any
                    corporate action.

                    (c)  Certain Restrictions.

                         (1) Whenever   quarterly   dividends    or   other
                    dividends  or  distributions  payable on  the  Series A
                    Preferred  Stock as  provided in  Section  5(a) are  in
                    arrears, thereafter  and until  all accrued  and unpaid
                    dividends and distributions,  whether or not  declared,
                    on  shares  of  Series A  Preferred  Stock  outstanding
                    shall have  been paid  in full,  the Corporation  shall
                    not:

                             (i)  declare or  pay or set apart  for payment
                    any dividends  (other than dividends payable  in shares
                    of any  class or  classes of  stock of the  Corporation
                    ranking  junior to  the Series  A  Preferred Stock)  or
                    make any other distributions on, any class of stock  of
                    the Corporation ranking junior (either  as to dividends
                    or upon liquidation, dissolution or  winding up) to the
                    Series   A  Preferred  Stock   and  shall  not  redeem,
                    purchase or otherwise acquire,  directly or indirectly,
                    whether voluntarily,  for a sinking  fund, or otherwise
                    any  shares of any  class of  stock of  the Corporation
                    ranking  junior   (either  as  to   dividends  or  upon
                    liquidation, dissolution  or winding up) to  the Series
                    A Preferred Stock,  provided that, notwithstanding  the
                    foregoing,  the  Corporation may  at  any  time redeem,
                    purchase or  otherwise acquire shares  of stock  of any
                    such junior  class in exchange  for, or out  of the net
                    cash  proceeds  from  the  concurrent  sale  of,  other
                    shares of stock of any such junior class;

                             (ii)  declare  or pay dividends on or make any
                    other distributions on  any shares of stock  ranking on
                    a parity (either  as to dividends or  upon liquidation,
                    dissolution or winding up) with  the Series A Preferred
                    Stock, except  dividends paid ratably  on the  Series A
                    Preferred Stock  and all  such parity stock  on   which
                    dividends are  payable or in  arrears in  proportion to
                    the total  amounts  to which  the holders  of all  such
                    shares are then entitled;

                             (iii)     redeem  or   purchase  or  otherwise
                    acquire for  consideration shares of any  stock ranking
                    on  a   parity  (either   as  to   dividends  or   upon
                    liquidation,  dissolution  or  winding  up)  with   the
                    Series   A   Preferred   Stock,   provided   that   the
                    Corporation  may  at  any  time   redeem,  purchase  or
                    otherwise acquire  shares of any  such parity  stock in
                    exchange for  shares of  any stock  of the  Corporation
                    ranking  junior   (either  as  to  dividends   or  upon
                    dissolution, liquidation  or winding up)  to the Series
                    A Preferred Stock;

                             (iv)    purchase  or  otherwise  acquire   for
                    consideration any shares of  Series A Preferred  Stock,
                    or any shares  of stock  ranking on a  parity with  the
                    Series A Preferred  Stock, except in accordance  with a
                    purchase offer  made in writing  or by  publication (as
                    determined by  the Board of  Directors) to  all holders
                    of  such  shares  upon  such  terms  as  the  Board  of
                    Directors,  after  consideration   of  the   respective
                    annual  dividend rates  and other  relative  rights and
                    preferences  of  the  respective  series  and  classes,
                    shall  determine in good faith will  result in fair and
                    equitable  treatment  among the  respective  series  or
                    classes.

                         (2) The   Corporation   shall   not   permit   any
                    subsidiary of  the Corporation to purchase or otherwise
                    acquire for  consideration any shares  of stock  of the
                    Corporation   unless   the  Corporation   could,  under
                    paragraph (1)  of Section  5(c), purchase  or otherwise
                    acquire such shares at such time and in such manner.

                    (d)  Reacquired   Shares.  Any   shares  of   Series  A
                Preferred  Stock  purchased  or otherwise  acquired  by  the
                Corporation in  any manner whatsoever  shall be retired  and
                canceled promptly  after the  acquisition thereof. All  such
                shares shall upon  their cancellation become authorized  but
                unissued shares  of Preferred  Stock and may be  reissued as
                part  of a  new series of  Preferred Stock to  be created by
                resolution  or  resolutions  of   the  Board  of  Directors,
                subject to the  conditions and restrictions on issuance  set
                forth herein.

                    (e)  Liquidation, Dissolution or Winding Up.

                         (1) Upon    any    voluntary     or    involuntary
                    liquidation,  dissolution   or   winding  up   of   the
                    Corporation,  no  distribution  shall  be made  to  the
                    holders of  shares of stock  ranking junior  (either as
                    to  dividends  or  upon  liquidation,  dissolution   or
                    winding up)  to the  Series A  Preferred Stock  unless,
                    prior   thereto,  the  holders of  shares  of Series  A
                    Preferred  Stock shall  have received  $100 per  share,
                    plus an  amount equal to  accrued and  unpaid dividends
                    and distributions thereon, whether or  not declared, to
                    the date  of such  payment (the  "Series A  Liquidation
                    Preference"). Following the payment of the  full amount
                    of the  Series A Liquidation Preference,  no additional
                    distributions shall  be made to  the holders  of shares
                    of Series A Preferred Stock  unless, prior thereto, the
                    holders of shares  of Common Stock shall  have received
                    an amount per share (the  "Common Adjustment") equal to
                    the  quotient obtained  by dividing  (i)  the Series  A
                    Liquidation Preference  by (ii)  100 (as  appropriately
                    adjusted as set  forth in subparagraph f(iii)  below to
                    reflect such  events as stock  splits, stock  dividends
                    and  recapitalizations  with  respect   to  the  Common
                    Stock)  (such number  in clause (ii)  being hereinafter
                    referred  to  as the  "Adjustment Number").   Following
                    the  payment  of  the  full  amount  of  the  Series  A
                    Liquidation Preference  and  the Common  Adjustment  in
                    respect  of   all  outstanding   shares  of   Series  A
                    Preferred   Stock   and  Common   Stock,  respectively,
                    holders  of Series  A Preferred  Stock  and holders  of
                    shares of Common Stock shall  receive their ratable and
                    proportionate  share  of  the  remaining assets  to  be
                    distributed in the ratio of  the Adjustment Number to 1
                    with  respect to  such  Series  A Preferred  Stock  and
                    Common Stock, on a per share basis, respectively.

                         (2) In  the event,  however,  that there  are  not
                    sufficient assets  available to permit  payment in full
                    of  the   Series  A  Liquidation  Preference   and  the
                    liquidation  preferences   of  all   other  series   of
                    Preferred  Stock,  if any,  then such  remaining assets
                    shall  be distributed  ratably to  the  holders of  all
                    such   shares   in  proportion   to   their  respective
                    liquidation preferences.  In the  event, however,  that
                    there  are not  sufficient  assets available  to permit
                    payment in  full of  the Common  Adjustment, then  such
                    remaining  assets shall  be distributed ratably  to the
                    holders of Common Stock.

                         (3) In  the  event  the Corporation  shall  at any
                    time (i) declare  any dividend on Common  Stock payable
                    in  shares   of  Common  Stock,   (ii)  subdivide   the
                    outstanding  Common   Stock,  or   (iii)  combine   the
                    outstanding Common  Stock  into  a  smaller  number  of
                    shares, then  in each such  case the  Adjustment Number
                    in  effect immediately  prior to  such  event shall  be
                    adjusted by  multiplying  such Adjustment  Number by  a
                    fraction,  the numerator  of  which  is the  number  of
                    shares of  Common Stock  outstanding immediately  after
                    such event and the  denominator of which is  the number
                    of  shares  of  Common Stock  that  were    outstanding
                    immediately prior to such event.

                    (f)  Consolidation,  Merger,  Share  Exchange,  etc. In
                case  the Corporation  shall enter  into any  consolidation,
                merger, share exchange,  combination or other transaction in
                which  the  shares of  Common  Stock  are exchanged  for  or
                changed  into other  stock or  securities, cash  and/or  any
                other property, then in any such  case the shares of  Series
                A  Preferred  Stock  shall at  the  same  time  be similarly
                exchanged or changed in an amount  per share (subject to the
                provision  for adjustment  hereinafter set  forth) equal  to
                100 times  the aggregate amount  of stock, securities,  cash
                and/or  any other property  (payable in  kind), as  the case
                may be, into which  or for which each  share of Common Stock
                is  changed or exchanged. In the event the Corporation shall
                at  any  time  (i)  declare  any  dividend on  Common  Stock
                payable  in  shares of  Common  Stock,  (ii)  subdivide  the
                outstanding Common Stock,  or (iii) combine the  outstanding
                Common Stock into a smaller number  of shares, then in  each
                such case  the amount  set forth  in the preceding  sentence
                with respect to the exchange or  change of shares of  Series
                A  Preferred Stock  shall be  adjusted by  multiplying  such
                amount by a fraction, the numerator  of which is the  number
                of  shares  of  Common Stock  outstanding  immediately after
                such  event and the  denominator of  which is  the number of
                shares  of Common  Stock that  were outstanding  immediately
                prior to such event.

                    (g)  Redemption.  The  outstanding  shares of  Series A
                Preferred Stock may be redeemed at  the option of the  Board
                of Directors as a  whole, but not in  part, at any  time, or
                from time to time,  at a cash  price per share equal to  (i)
                the par value thereof, plus (ii)  all dividends which on the
                redemption date  have accrued  on the shares to  be redeemed
                and  have not been paid or declared and a sum sufficient for
                the payment thereof set apart, without interest.

                    (h)  Ranking. The Series  A Preferred Stock shall  rank
                on a  parity with all other series of Preferred  Stock as to
                the payment of dividends and the distribution of assets.

                    (i)  Amendment. The Articles of Incorporation shall not
                be  further  amended in  any  manner  that  would  adversely
                affect the  preferences, rights  or powers  of the  Series A
                Preferred Stock without the affirmative vote of the  holders
                of more  than two-thirds  of the outstanding  shares of  the
                Series  A Preferred Stock,  if any, voting separately as one
                voting group.

                    (j)  Fractional Shares. Series A Preferred Stock may be
                issues  of  one  one-hundredth  of  a  share  (and  integral
                multiples  thereof)  which  shall  entitle  the  holder,  in
                proportion to  such holders' fractional  shares, to exercise
                voting    rights,   receive    dividends,   participate   in
                distributions and  to have the benefit  of all other  rights
                of holders of Series A Preferred Stock.

                    6.   Series B  Preferred Stock.   The  second series of
Cumulative  Preferred   Stock  shall  be  designated  "Series B  Cumulative
Preferred  Stock" ("Series B  Preferred Stock")  and the  number of  shares
constituting such series shall be 1,150,000.   The preferences, limitations
and  relative rights  of shares  of Series B  Preferred Stock  shall be  as
follows:

                    (a)  Dividends and Distributions.

                         (1) The holders  of shares  of Series  B Preferred
                    Stock, in  preference to  the holders  of Common  Stock
                    and  of any  other  capital  stock of  the  Corporation
                    ranking  junior to the  Series B Preferred  Stock as to
                    payment of  dividends, shall  be  entitled to  receive,
                    when, as  and if declared by the Board of Directors out
                    of funds legally  available therefor, a per  annum cash
                    dividend of $4.50  per share, and  no more, payable  in
                    equal quarterly amounts of $1.125 each on the  last day
                    of  each January, April, July and October of each year,
                    beginning July 31, 1994 (each  such date being referred
                    to herein as  a "Quarterly Dividend Payment  Date"), to
                    holders of  record on  the fifteenth  day of each  such
                    respective  month,  commencing on  the  first Quarterly
                    Dividend Payment  Date after  the first  issuance of  a
                    share of Series B Preferred Stock.

                         (2) Dividends  shall   begin  to  accrue  and   be
                    cumulative on outstanding shares of Series B  Preferred
                    Stock  from the  Quarterly Dividend  Payment Date  next
                    preceding the  date of issue of such shares of Series B
                    Preferred  Stock, unless  the  date  of issue  of  such
                    shares  is  prior  to the  record  date  for the  first
                    Quarterly  Dividend   Payment  Date,   in  which   case
                    dividends on  such shares  shall begin  to accrue  from
                    the date  of issue of  such shares, or  unless the date
                    of issue is a  Quarterly Dividend Payment Date or  is a
                    date after  the record  date for  the determination  of
                    holders of shares of Series  B Preferred Stock entitled
                    to  receive   a  quarterly  dividend  and  before  such
                    Quarterly Dividend  Payment  Date, in  either of  which
                    events  such dividends  shall begin  to  accrue and  be
                    cumulative from  such Quarterly Dividend  Payment Date.
                    Accrued but  unpaid dividends shall not  bear interest.
                    Dividends  paid on  the shares  of  Series B  Preferred
                    Stock in an amount  less than the total amount  of such
                    dividends  at the  time  accrued  and payable  on  such
                    shares shall be allocated pro  rata on a share-by-share
                    basis among all such shares at the time outstanding.

                    (b)  Voting Rights.  The holders  of shares of Series B
                    Preferred  Stock  shall  be entitled  to  vote  on  all
                    matters  submitted to a vote of the shareholders of the
                    Corporation,  voting   together  with  the  holders  of
                    shares of other series of  the Preferred Stock entitled
                    to  vote  thereon  and  the Common  Stock  as  a single
                    voting group.   Each share of Series  B Preferred Stock
                    shall entitle the holder thereof  to a number of  votes
                    equal  to the  number of  shares of  Common Stock  into
                    which such Series B Preferred  share could be converted
                    in accordance with Section 6(g) on the record  date for
                    determining  the  shareholders  entitled  to  vote;  it
                    being understood that  whenever the "Conversion  Price"
                    (as  defined   in  Section  6(g)(1))   is  adjusted  as
                    provided  in Section  6(g)(5) the  number  of votes  to
                    which  each  share  of  Series  B  Preferred  Stock  is
                    entitled shall also be similarly adjusted.

                    (c)  Certain Restrictions.

                        (1) Whenever   quarterly   dividends    or   other
                    dividends  or   distributions  payable   on  Series   B
                    Preferred  Stock as  provided in  Section  6(a) are  in
                    arrears,  thereafter and  until all accrued  and unpaid
                    dividends and  distributions, whether or  not declared,
                    on  shares of  Series  B  Preferred  Stock  outstanding
                    shall  have  been paid  in  full, or  declared  and set
                    apart for payment, the Corporation shall not:

                             (i)  declare  or pay or set  apart for payment
                         any  dividends (other  than  dividends  payable in
                         shares of  any class  or classes  of stock  of the
                         Corporation ranking  junior to Series B  Preferred
                         Stock as  to payment  of dividends  or warrants or
                         rights to  acquire such  stock) or  make any other
                         distributions  on,  any  class  of  stock  of  the
                         Corporation ranking junior (either as to dividends
                         or upon liquidation, dissolution or winding up) to
                         Series B  Preferred Stock ("Junior Stock"),  other
                         than distributions of  rights ("Rights")  pursuant
                         to  the Rights  Agreement,  dated as  of  June 22,
                         1988, between  Owens & Minor, Inc.  and the rights
                         agent thereunder, as heretofore amended and  as it
                         may  be  further amended,  in  accordance  with it
                         terms,  or  replaced  from  time  to  time   (such
                         agreement,  as  so   amended  or  replaced,  being
                         hereinafter   referred   to    as   the    "Rights
                         Agreement"),  and  shall  not redeem,  purchase or
                         otherwise acquire, directly or indirectly, whether
                         voluntarily, for a sinking fund, or  otherwise any
                         shares   of   Junior    Stock,   provided    that,
                         notwithstanding the foregoing, the Corporation may
                         at any time redeem,  purchase or otherwise acquire
                         shares of  Junior Stock in exchange for, or out of
                         the net cash proceeds from the concurrent sale of,
                         other shares of Junior Stock or warrants or rights
                         to acquire Junior Stock;

                             (ii)  declare or pay dividends  on or make any
                         other distributions on any shares of stock ranking
                         on  a  parity  (either  as  to  dividends or  upon
                         liquidation, dissolution or winding  up) with  the
                         Series  B Preferred Stock ("Parity Stock"), except
                         dividends  paid or  distributions made  ratably on
                         Series B Preferred Stock and all such Parity Stock
                         on which  dividends are  payable or  in arrears in
                         proportion to the total  amounts of such dividends
                         to which  the holders of all  such shares are then
                         entitled;

                             (iii)    redeem  or   purchase  or   otherwise
                         acquire  for consideration  shares  of  any Parity
                         Stock, provided  that the  Corporation may  at any
                         time  redeem, purchase or otherwise acquire shares
                         of any Parity Stock in exchange for  shares of any
                         Junior Stock; or

                             (iv)    purchase  or   otherwise  acquire  for
                         consideration  any shares  of Series  B  Preferred
                         Stock, or  any shares  of Parity  Stock, except as
                         permitted by the Articles of Incorporation of  the
                         Corporation or in accordance with a purchase offer
                         made in writing  or by publication (as  determined
                         by the Board of Directors) to all  holders of such
                         shares upon such  terms as the Board of Directors,
                         after  consideration  of   the  respective  annual
                         dividend rates, the amount of dividends in arrears
                         and other  relative rights and preferences  of the
                         respective  series and classes, shall determine in
                         good  faith  will  result in  fair  and  equitable
                         treatment among the respective series or classes.

                         (2) Notwithstanding  the  foregoing,   nothing  in
                    this Section  6(c) shall  prevent the  Corporation from
                    (i) declaring a  dividend or distribution of  Rights or
                    issuing  Rights  in  connection  with the  issuance  of
                    Series  B  Preferred  Stock,  Junior  Stock  or  Parity
                    Stock,  or  (ii) redeeming  Rights  at a  price  not to
                    exceed $.01 per Right.

                         (3) The   Corporation   shall   not   permit   any
                    subsidiary  of the Corporation to purchase or otherwise
                    acquire for  consideration any shares  of stock  of the
                    Corporation   unless   the  Corporation   could,  under
                    paragraph  (1) of Section  6(c), purchase  or otherwise
                    acquire such shares at such time and in such manner.

                    (d)  Reacquired  Shares.     Any  shares  of  Series  B
                    Preferred  Stock purchased or otherwise acquired by the
                    Corporation in any  manner whatsoever shall be  retired
                    and cancelled  promptly after the  acquisition thereof.
                    All  such shares shall  upon their  cancellation become
                    authorized but  unissued shares of Preferred  Stock and
                    may be  reissued as part  of a new  series of Preferred
                    Stock to  be created  by resolution  or resolutions  of
                    the Board of  Directors, subject to the  conditions and
                    restrictions on issuance set forth herein.

                    (e)  Liquidation, Dissolution or Winding Up.

                         (1)      Upon   any   voluntary   or   involuntary
                    liquidation,   dissolution  or   winding   up  of   the
                    Corporation,  no  distribution  shall be  made  to  the
                    holders  of  shares   of  stock  ranking   junior  upon
                    liquidation,  dissolution  or winding  up  to  Series B
                    Preferred Stock unless, prior  thereto, the holders  of
                    shares of Series B Preferred  Stock shall have received
                    $100 per  share, plus  an amount  equal to accrued  and
                    unpaid dividends  thereon, whether or  not declared, to
                    the date  of such payment,  and no more  (the "Series B
                    Liquidation Preference").

                         (2) In  the  event, however,  that  there  are not
                    sufficient  assets available to  permit payment in full
                    of  the   Series  B  Liquidation  Preference   and  the
                    liquidation  preferences   of  all   other  series   of
                    Preferred  Stock, if  any, then  such remaining  assets
                    shall  be distributed  ratably to  the  holders of  all
                    such   shares   in  proportion   to   their  respective
                    liquidation preferences.

                    (f)  Redemption.   The outstanding  shares of  Series B
                    Preferred Stock  may be redeemed only  at the option of
                    the Corporation  as a whole or  in part at  any time on
                    or  after  April 30,   1997,  or  from  time   to  time
                    thereafter, at  a cash price per share equal to (i) the
                    par value  thereof, plus  (ii) all  accrued and  unpaid
                    dividends thereon,  whether  or not  declared,  to  the
                    redemption  date; provided,  however,  that:   (i)  any
                    such redemption made before April  30, 2004 may be made
                    solely to  the  extent  of  the  sum  of  (x)  the  net
                    proceeds from the  sale or issuance by  the Corporation
                    for cash from  time to  time after January  1, 1994  of
                    shares  of capital  stock  of  the Corporation  or  any
                    other securities  convertible into, or  exchangeable or
                    exercisable for such  capital stock, plus (y)  the fair
                    market value (as determined in good faith by the  Board
                    of Directors  of the Corporation)  of all  such capital
                    stock  or  other  securities  sold  or  issued  by  the
                    Corporation from time to time after  January 1, 1994 in
                    exchange   for   other  property   (including,  without
                    limitation,  any thereof issued  in exchange for stock,
                    securities  or assets  of other  corporations or  other
                    entities); and (ii) any redemption  in part may only be
                    made  if  the  aggregate market  value  (based  on  the
                    average of the  closing prices of  the Common Stock  on
                    the New  York Stock Exchange  for the ten  trading days
                    immediately preceding  the date  the Redemption  Notice
                    (as  defined below)  is given)  of the  total number of
                    shares  of  Common  Stock  into   which  the  Series  B
                    Preferred  Stock  to  be  redeemed   are  at  the  time
                    convertible  pursuant to  Section  (g)(1)  is at  least
                    $50,000,000.

                         Not less than 30 days nor more than 60 days  prior
                    to the  date fixed  by the  Corporation for  redemption
                    (the   "Redemption   Date"),   written    notice   (the
                    "Redemption   Notice")   shall   be   mailed   by   the
                    Corporation, postage prepaid, to  each holder of record
                    of  the  Series  B Preferred  Stock  at  such  holder's
                    address as it  appears on the  stock transfer books  of
                    the Corporation.  The Redemption Notice shall state:

                         (i)   the  total number  of  shares  of  Series  B
                    Preferred Stock to be redeemed;

                         (ii)  the number  of shares of Series B  Preferred
                    Stock held  by the  holder which  the Corporation  will
                    redeem;

                         (iii)   the  Redemption  Date and  the  redemption
                    price;

                         (iv)  the fact that the holder's conversion rights
                    will  continue  until  the close  of  business  on  the
                    second business day preceding the Redemption Date;

                         (v)   that  the  holder is  to  surrender  to  the
                    Corporation,  in   the   manner  and   at   the   place
                    designated,    his    certificate    or    certificates
                    representing the shares of Series  B Preferred Stock to
                    be redeemed; and

                         (vi)     if  the   redemption  is   in  part,  the
                    Corporation's  calculations  showing   compliance  with
                    clause (ii)  of the proviso  in the first  paragraph of
                    this Section 6(f).

                    (g)  Conversion.

                         (1) Subject  to   and  upon  compliance  with  the
                provisions of this  Section (g),  the holders of a  majority
                of the shares  of Series  B Preferred  Stock outstanding  at
                the time shall have the right,  at such holders' option  and
                upon  written notice  to the  Corporation,  at any  time  to
                convert all  of the outstanding shares of Series B Preferred
                Stock  into  the number  of  fully  paid  and  nonassessable
                shares of  Common Stock (calculated  as to each  conversion,
                for  the purpose  of  determining  the amount  of  any  cash
                payments  provided in Section (g)(4), to the nearest cent or
                to the nearest .01  of a share of Common Stock, as the  case
                may  be,  with   one-half  cent   and  .005   of  a   share,
                respectively, being  rounded upward),  obtained by  dividing
                $100  by  the  Conversion  Price  (as  defined  below)   and
                multiplying such  resulting number by  the number of  shares
                of   Series  B  Preferred  Stock  to  be  converted.    Such
                conversion shall be  effective at  the close of business  on
                the  first business day following  the Corporation's receipt
                of  such notice.   Except as  provided in  paragraph (2), no
                shares of Series  B Preferred Stock may be converted  unless
                all  outstanding shares  of  Series B  Preferred  Stock  are
                surrendered for conversion.

                         The term "Conversion Price" shall mean $24.735, as
                adjusted in accordance  with the provisions of this  Section
                (g).

                         (2)  Notwithstanding the requirement of conversion
                in Section  (g)(1), any shares of  Series B Preferred  Stock
                called for  redemption may  be converted at any  time before
                the close of business  on the second  business day preceding
                the Redemption Date,  without causing the conversion of  any
                other shares.  Upon any conversion pursuant to this  Section
                (g)(2), the Corporation shall pay to  the holder of Series B
                Preferred Stock so converted an amount  in cash equal to all
                accrued  and  unpaid   dividends  on  such  shares  to   and
                including the  date of conversion,  whether or not  declared
                (with such amount being pro rated  with respect to the  then
                current dividend period).

                         (3) In order to exercise  the conversion privilege
                in the case of a conversion  specified in Section (g)(2), or
                in  order to  receive certificates  evidencing Common  Stock
                issuable upon  a conversion specified  in Section (g)(1)  or
                (g)(2),  the  holder of  each  share  of Series  B Preferred
                Stock to be converted, or  so converted, as the case may be,
                shall surrender  the certificate representing  such share at
                the office  of any transfer agent  for the  Common Stock and
                shall give written notice  to the Corporation at such office
                that such holder elects to convert  the same, specifying the
                name or names and denominations in which such holder  wishes
                the  certificate or certificates  for the Common Stock to be
                issued (which  notice may  be in  the form  of  a notice  of
                election  to convert  which may  be  printed on  the reverse
                side  of  the  certificates  for  the  shares  of  Series  B
                Preferred Stock).  Unless the shares issuable on  conversion
                are to be issued in the same name as  the name in which such
                share  of  Series B  Preferred  Stock  is  registered,  each
                certificate  evidencing  shares surrendered  for  conversion
                shall be  accompanied by  instruments of  transfer, in  form
                satisfactory  to  the  Corporation,  duly  executed  by  the
                holder or his duly authorized attorney,  and by an amount in
                cash sufficient to pay any transfer or similar tax.

                         The holders of  shares of Series B Preferred Stock
                at  the close of  business on  a Quarterly  Dividend Payment
                Date shall  be entitled to  receive any previously  declared
                dividend   payable   on   such    shares   on   such    date
                notwithstanding  the Corporation's default in payment of the
                dividend  due  on  such  Quarterly  Dividend  Payment  Date.
                Except  as provided  in  Section (g)(2)  and  above  in this
                Section (g)(3), and  without limiting the effect of  Section
                (g)(5)(b), the  Corporation shall not  be obligated to  make
                any payment  or allowance for  unpaid dividends, whether  or
                not in arrears, on converted shares  or for dividends on the
                shares of Common Stock issued upon such conversion,  payable
                in respect of any period before such conversion.

                         As promptly as  practicable after the surrender of
                the  certificates for shares of Series B  Preferred Stock as
                provided  above,  the  Corporation  shall  issue  and  shall
                deliver at the office of any  transfer agent for the  Common
                Stock   to  such  holder,   or  on   his  written  order,  a
                certificate or  certificates for the  number of full  shares
                of Common Stock issuable upon the conversion of such  shares
                in  accordance with  the  provisions of  this  Section  (g),
                together  with a  certificate or  certificates  representing
                any shares of  Series B Preferred Stock  that are not  to be
                converted  but shall have constituted part of  the shares of
                Series B Preferred  Stock represented by the certificate  or
                certificates so surrendered, and any  fractional interest in
                respect  of  a  share  of  Common  Stock  arising upon  such
                conversion shall be settled as provided in Section (g)(4).

                         Each  conversion  shall  be  deemed  to have  been
                effected immediately prior  to the close  of business on the
                date  on which  the  certificates  for  shares of  Series  B
                Preferred Stock shall have been surrendered and such  notice
                received  by the  Corporation  as provided  above  (or  such
                later time  as may  be specified  in such  notice), and  the
                person or persons in whose name  or names any certificate or
                certificates for  shares of Common  Stock shall be  issuable
                upon  such conversion  shall be  deemed to  have become  the
                holder  or  holders of  record  of  the  shares  represented
                thereby at  such  time  on such  date, and  such  conversion
                shall be at the  Conversion Price in effect at such time  on
                such  date,   unless  the  stock   transfer  books  of   the
                Corporation shall  be closed  on such date,  in which  event
                such person or persons shall be  deemed to have become  such
                holder or holders of record at the  close of business on the
                next succeeding day on which such  stock transfer books  are
                open, but such  conversion shall be at the Conversion  Price
                in effect  on the  date upon  which such  shares shall  have
                been   surrendered  and   such   notice  received   by   the
                Corporation.   All  shares of  Common Stock  delivered  upon
                conversion  of the shares  of Series  B Preferred Stock will
                upon delivery be duly and validly  issued and fully paid and
                nonassessable,  free  of  all  liens  and  charges  and  not
                subject to any preemptive rights.

                         (4) No  fractional  shares  or scrip  representing
                fractions of  shares of Common  Stock shall  be issued  upon
                conversion of shares  of Series B Preferred Stock.   Instead
                of any fractional interest in a  share of Common Stock  that
                would  otherwise be  deliverable upon  the conversion  of  a
                share of  Series B  Preferred Stock,  the Corporation  shall
                pay to the holder of  such share of Series B Preferred Stock
                an amount in cash (computed to  the nearest cent, with  one-
                half  cent being  rounded upward)  equal to  the  Conversion
                Price multiplied by the fraction of  a share of Common Stock
                represented  by such fractional interest.  If  more than one
                share of Series  B Preferred Stock shall be surrendered  for
                conversion  at one time  by the  same holder,  the number of
                full   shares  of  Common  Stock  issuable  upon  conversion
                thereof shall  be computed  on the  basis  of the  aggregate
                Conversion Price of  the shares of Series B Preferred  Stock
                so surrendered.

                         (5) The Conversion  Price shall  be adjusted  (and
                the  other actions  specified herein  shall be  taken)  from
                time to time as follows:

                             (a)
                    In  case the  Corporation shall (x)  pay a  dividend or
                    make a  distribution on the  Common Stock in  shares of
                    Common Stock,  (y)  subdivide  the  outstanding  Common
                    Stock into  a greater number  of shares or  (z) combine
                    the outstanding Common  Stock into a smaller  number of
                    shares, the Conversion Price shall  be adjusted so that
                    the holder  of any  share of  Series B Preferred  Stock
                    thereafter   surrendered   for   conversion  shall   be
                    entitled  to receive  the number  of  shares of  Common
                    Stock  of  the  Corporation that  he  would  have  been
                    entitled to receive  after the happening of any  of the
                    events described above  had such  share been  converted
                    immediately prior  to the record date, in the case of a
                    dividend,  or  the  effective  date,  in  the  case  of
                    subdivision  or  combination.     An  adjustment   made
                    pursuant  to   this  subparagraph   (a)  shall   become
                    effective  immediately after  the  record  date in  the
                    case  of  a   dividend,  and  shall   become  effective
                    immediately after  the effective date, in the case of a
                    subdivision or combination.

                             (b)
                    In case the Corporation shall  distribute to holders of
                    Common Stock generally  any shares of capital  stock of
                    the Corporation (other than Common Stock) or  evidences
                    of  its   indebtedness   or  assets   (excluding   cash
                    dividends or  distributions paid from retained earnings
                    or other legally  permitted sources of the  Corporation
                    or  dividends payable  in Common  Stock,  but including
                    any  distribution   of  securities  or  other  property
                    pursuant  to   the  Rights  Agreement)  or   rights  or
                    warrants  to  subscribe  for or  purchase  any  of  its
                    securities  including any  rights  issued  at any  time
                    under the Rights Agreement (any  of the foregoing being
                    hereinafter   in  this  subparagraph   (b)  called  the
                    "Securities"),   then,   in   each   such   case,   the
                    Corporation  shall  make   appropriate  provisions   to
                    reserve  an  adequate  amount of  such  Securities  for
                    distribution  to the holders of the  shares of Series B
                    Preferred Stock  upon the conversion  of the  shares of
                    Series  B  Preferred  Stock so  that  any  such  holder
                    converting  shares  of Series  B  Preferred  Stock will
                    receive  upon  such  conversion,  in  addition  to  the
                    shares  of  Common  Stock  to   which  such  holder  is
                    entitled, the amount  and kind of such  Securities that
                    such holder  would have  received if  such holder  had,
                    immediately   prior  to   the  record   date  for   the
                    distribution  of  the  Securities  or  the  event  that
                    required  the  distribution of  the Securities,  as the
                    case  may  be,   converted  its  shares  of   Series  B
                    Preferred Stock into Common Stock.

                             (c)
                    Whenever  the Conversion  Price is  adjusted as  herein
                    provided, the Corporation  shall prepare and  retain at
                    its  principal  office  a  certificate, signed  by  the
                    Chairman  of   the  Board,   any  Vice  Chairman,   the
                    President,  any  Senior  Vice  President  or  any  Vice
                    President   of  the  Corporation,   setting  forth  the
                    Conversion Price  after  such  adjustment  and  setting
                    forth a  brief statement  of the  facts requiring  such
                    adjustment;  provided, however, that the failure of the
                    Corporation  to   prepare  and  retain  such  officer's
                    certificate shall  not invalidate any  corporate action
                    by the Corporation.

                         (6) Whenever the  Conversion Price is adjusted  as
                provided  in  subparagraph   (c)  of  Section  (g)(5),   the
                Corporation  shall cause  to  be  mailed to  each holder  of
                shares of Series  B Preferred Stock  at his  then registered
                address by  first-class mail, postage  prepaid, a notice  of
                such adjustment of  the Conversion Price setting forth  such
                adjusted Conversion  Price and  the effective  date of  such
                adjusted  Conversion  Price;  provided,  however,  that  the
                failure of  the Corporation  to give  such notice  shall not
                invalidate any corporate action by the Corporation.

                         (7) The Corporation  covenants that it will at all
                times  reserve  and  keep available,  free  from  preemptive
                rights, out of the aggregate  of its authorized but unissued
                shares  of  Common  Stock,  for  the  purpose  of  effecting
                conversions of shares of Series B Preferred Stock, the  full
                number  of  shares of  Common  Stock  deliverable  upon  the
                conversion of all  outstanding shares of Series B  Preferred
                Stock  not theretofore  converted.   For  purposes  of  this
                Section (g)(7),  the number of shares  of Common Stock  that
                shall be deliverable upon the conversion of all  outstanding
                shares of Series B Preferred Stock  shall be computed as  if
                at the time of computation  all such outstanding shares were
                held by a single holder.

                         (8) The  Corporation   will   pay  any   and   all
                documentary   stamp  or  similar  issue  or  transfer  taxes
                payable  in respect of  the issue  or delivery  of shares of
                Common Stock on conversions of shares of Series B  Preferred
                Stock   pursuant  hereto;   provided,   however,   that  the
                Corporation shall  not be required to  pay any  tax that may
                be payable in respect of any  transfer involved in the issue
                or delivery  of shares of Common Stock in a  name other than
                that of the holder of shares of Series B Preferred Stock  to
                be  converted and no  such issue  or delivery  shall be made
                unless  and  until  the  person  requesting  such  issue  or
                delivery has paid to the Corporation  the amount of any such
                tax  or  has   established,  to  the  satisfaction  of   the
                Corporation, that such tax has been paid.

                         (9) Notwithstanding any other provision herein  to
                the  contrary, if any  of the  following events  occur:  (i)
                any  reclassification  or  change of  outstanding  shares of
                Common Stock (other than a change in par value,  or from par
                value to no par value or from no  par value to par value, or
                as a  result of  subdivision or  combination  of the  Common
                Stock), (ii)  any consolidation,  merger  or combination  of
                the  Corporation  with or  into  another  corporation  or  a
                statutory  share exchange  as a  result of  which holders of
                Common Stock shall be entitled to receive stock,  securities
                or other  property or assets  (including cash) with  respect
                to or in  exchange for such Common  Stock, or (iii) any sale
                or conveyance  of all  or substantially  all the  properties
                and  assets of the  Corporation as,  or substantially as, an
                entirety to  any other entity as  a result  of which holders
                of  Common  Stock  shall  be  entitled  to  receive   stock,
                securities  or  other  property or  assets  (including cash)
                with respect to or in exchange  for such Common Stock,  then
                appropriate provision  shall be made  so that  the holder of
                each  share of  Series B  Preferred Stock  then  outstanding
                shall  have the right  to convert  such share  into the kind
                and  amount of  shares of  stock  and other  securities  and
                property  or assets  that would  have been  receivable  upon
                such   reclassification,  change,   consolidation,   merger,
                combination, exchange,  sale or  conveyance by  a holder  of
                the  number  of   shares  of  Common  Stock  issuable   upon
                conversion  of  such  share  of  Series  B  Preferred  Stock
                immediately   prior   to  such   reclassification,   change,
                consolidation,   merger,  combination,   exchange,  sale  or
                conveyance.   If, in  the case  of  any such  consolidation,
                merger,  combination,  exchange,  sale  or  conveyance,  the
                stock or other securities and  property receivable thereupon
                by  a holder of  shares of  Common Stock  includes shares of
                stock,  securities or  other property  or assets  (including
                cash) of  an entity other  than the  successor or  acquiring
                entity, as the  case may be, in such consolidation,  merger,
                combination,  exchange,   sale  or   conveyance,  then   the
                Corporation shall  enter into an  agreement with such  other
                entity for the benefit of the  holders of Series B Preferred
                Stock  that shall  contain such  provisions to  protect  the
                interests of such holders as the  Board of Directors of  the
                Corporation shall  reasonably consider  necessary by  reason
                of the foregoing.

                         (10)    Upon  any  conversion  of  any  shares  of
                Series B  Preferred Stock, the  shares of Series B Preferred
                Stock so converted shall  have the status  of authorized and
                unissued shares of  Preferred Stock, without designation  as
                to series,  until such  shares are once  more designated  as
                part  of a particular  series by  the Board  of Directors of
                the Corporation.

                    (h)  Mandatory  Conversion.    Except  as  provided  in
                Section  (g)(2), each  share  of Series  B  Preferred  Stock
                shall be converted  automatically into the number of  shares
                of Common  Stock determined  as provided  in Section  (g)(1)
                immediately  upon  the conversion  of  shares  of  Series  B
                Preferred Stock pursuant to such Section.

                    (i)  Ranking.  The  Series B Preferred Stock shall rank
                on a parity with  all other series of Preferred Stock as  to
                the  payment of  dividends and  the distribution  of  assets
                upon liquidation.

                    (j)  Series  B Director.   (1) So long as  any share of
                Series B Preferred  Stock remains outstanding, the Series  B
                Preferred Stock,  voting as a  separate voting group,  shall
                be entitled  to elect one member  of the  Board of Directors
                of  the   Corporation.    Such   director  (the  "Series   B
                Director") shall be in addition  to the number  of Directors
                of the Corporation  otherwise prescribed by the Articles  of
                Incorporation or bylaws.  Such voting  right of the  holders
                of Series B Preferred Stock may  be exercised initially at a
                special meeting called pursuant to subparagraph (2) of  this
                Section 6(j) or  at any annual  meeting of shareholders, and
                thereafter  at  annual  meetings  of  shareholders,  (or  by
                unanimous  written consent  in  lieu of  any  such  meeting)
                provided that such voting right at  any such meeting may not
                be exercised  unless  the holders  of ten  percent (10%)  in
                number of  shares of  Series B  Preferred Stock  outstanding
                shall be present  in person or by proxy.   The absence of  a
                quorum of  the holders of Common  Stock at  any such meeting
                shall  not affect the  exercise by  the holders  of Series B
                Preferred Stock of such voting right.

                         (2) Unless  the  holders  of  Series  B  Preferred
                Stock shall have  previously exercised their right to  elect
                the Series B Director, the Board  of Directors may order, or
                any holder or holders owning in  the aggregate not less than
                ten percent (10%) of the total number of shares of Series  B
                Preferred Stock outstanding,  may request, the calling of  a
                special  meeting of the  holders of Series B Preferred Stock
                for  the purpose  of electing  the Series  B Director, which
                meeting  shall   thereupon  be  called   by  the   Chairman,
                President,  a  Vice-President  or   the  Secretary  of   the
                Corporation.   Notice  of such  meeting  and of  any  annual
                meeting at  which holders of Preferred Stock are entitled to
                vote pursuant  to this Section 6(j)  shall be  given to each
                holder of  record of Series B  Preferred Stock  by mailing a
                copy of such notice to him at his  last address as the  same
                appears  on  the books  of the  Corporation.   Such  meeting
                shall be called for a time not earlier than 10 days and  not
                later  than 60  days after  such order  or request.   In the
                event such meeting is not called  within 60 days after  such
                order  or request,  such meeting  may be  called on  similar
                notice by any holder or holders  owning in the aggregate not
                less than  ten percent (10%) of  the total  number of shares
                of Series  B Preferred Stock  outstanding.   Notwithstanding
                the provisions of  this 6(j), no such special meeting  shall
                be  called during  the  period within  60  days  immediately
                preceding the date fixed for the  next annual meeting of the
                holders.

                    Immediately   upon   the   retirement   (whether   upon
                redemption,  conversion  or  otherwise), of  all outstanding
                shares  of the Series  B Preferred  Stock, (x)  the right of
                the holders of Preferred Stock, as  a separate voting group,
                to elect a Director shall cease, (y) the term of the  Series
                B  Director shall terminate, and (z) the number of Directors
                shall be  such number  as may  then be  provided for in,  or
                pursuant to, the Articles of Incorporation or bylaws.

                    (k)  Amendment.   The  Articles of  Incorporation shall
                not be  further amended in any  manner that  would (i) amend
                this Section  6 or  (ii) adversely  affect the  preferences,
                rights  or powers  of Series  B Preferred Stock  without the
                affirmative  vote  of  the  holders  of  a majority  of  the
                outstanding  shares of  Series B  Preferred Stock,  if  any,
                voting separately as one voting group.

                                    PART B.

                                 COMMON STOCK.

                1.  Voting Rights.   The holders of  Common Stock shall  to
the exclusion of the  holders of Cumulative Preferred  Stock have the  sole
and  full power to  vote for  the election of  directors and for  all other
purposes without  limitation except  only as  otherwise provided under  the
applicable sections of these Articles of Incorporation or by any applicable
provision of law.

                2.   Dividends.   Dividends may  be declared  and paid  and
distributions may  be made on the  Common Stock and shares  of Common Stock
may  be purchased or otherwise  acquired for value out  of any funds of the
Corporation legally available therefore without limit in any  amount except
as provided in the  sections of these Articles of  Incorporation applicable
to cumulative  preferred stock.   The  Corporation may  hold or dispose  of
shares so  purchased from time  to time for  its corporate purposes  or may
retire such shares as provided by law.

                3.  Distribution  of Assets.   The  holders  of the  Common
Stock  in the event  of any dissolution,  liquidation or winding  up of the
affairs  of the Corporation shall be entitled  to receive all assets of the
Corporation remaining  after satisfaction of the  full preferential amounts
to  which holders of the Cumulative  Preferred Stock are entitled under the
provisions of  these Articles of Incorporation,  including rights conferred
by any articles of serial designation.

                                    PART C.

                 PROVISIONS APPLICABLE TO ALL CLASSES OF STOCK.

                1.  Voting Rights.   Each shareholder  of record  of shares
of any class shall be entitled in any meeting of shareholders in which such
shares are  entitled to be  voted to cast  one (1) vote  for each  share of
stock so  held by  such  shareholder as  shown by  the stock  books of  the
Corporation and may cast such vote in person or by proxy.

                2.  Certain Required Votes.  Except  as expressly otherwise
required by  these Articles of Incorporation  or by the Board  of Directors
acting pursuant to Subsection C  of Section 13.1-707 of the Virginia  Stock
Corporation Act, the vote  required to approve an amendment  or restatement
of these  Articles  that  requires  shareholder  approval,  other  than  an
amendment  or restatement that (i)  amends or affects  the shareholder vote
required  by  the  Virginia Stock  Corporation  Act  to  approve a  merger,
statutory  share  exchange,  sale  of  all  or  substantially  all  of  the
Corporation's assets or the  dissolution of the Corporation or  (ii) amends
or affects  this Part C or  Article IV of these  Articles of Incorporation,
shall be  a majority of the votes entitled to  be cast by each voting group
that is entitled to vote on the matter.

                3.  Preemptive Rights.   No  holder of  shares of  stock of
the Corporation of any  class shall have any preemptive right  with respect
to shares  of that class  of stock or  of any other  class of stock  of the
Corporation.  Nothing contained herein shall, however, prevent the Board of
Directors  in  its discretion  without any  action  by the  shareholders in
connection with the issuance of any obligations or stock of the Corporation
to grant rights or  options for the purchase  of shares of the Corporation,
either  preferred or common, or to provide  for the conversion of shares of
one class of  stock of the Corporation into shares  of another class having
prior or superior rights and preferences as to dividends or distribution of
assets upon liquidation.

                                  ARTICLE IV.

            NUMBER OF DIRECTORS, TERM OF OFFICE AND CLASSIFICATION.

                The Board of Directors shall consist of  three (3) directors
or  such greater number of directors as shall from time to time be fixed by
the  bylaws of the  Corporation provided that  in the event  the holders of
Cumulative Preferred Stock shall become entitled to and shall elect  not to
exceed two  (2) additional directors  as provided in  Article III, Part  A,
Section  4 above, such  director or directors  shall be in  addition to the
number  of directors permitted and subsisting under this section and bylaws
adopted pursuant hereto.

                Promptly after  these  restated  Articles  of  Incorporation
shall  become  effective, the  directors shall  be  divided into  three (3)
classes, each class to  be as nearly equal in  number as possible.   At the
first annual meeting after the effective date of these restated Articles of
Incorporation, the first class of directors  shall be elected for a term of
one (1) year, the  second class for a term  of two (2) years and  the third
class  for a term  of three (3)  years. At  each annual meeting  after such
classification, the number  of directors equal to  the number of  the class
whose term expires  at the time  of such meeting  shall be elected  to hold
office until the third succeeding annual meeting of the shareholders.

                                   ARTICLE V.

                     LIMIT ON LIABILIBY AND INDEMNIFICATION


                1.  Definitions.   For  purposes  of  this Article  V,  the
following terms shall have the meanings indicated:

                    (a)    "APPLICANT"   means  the  person
                seeking  indemnification  pursuant  to  this
                Article V;

                    (b)  "EXPENSES" includes counsel fees;

                    (c)  "LIABILITY"  means the  obligation
                to  pay  a  judgment,  settlement,  penalty,
                fine, including any excise tax assessed with
                respect  to an  employee  benefit  plan,  or
                reasonable expenses incurred with respect to
                a proceeding;

                    (d)  "PARTY" includes an individual who
                was, is, or is threatened to be made a named
                defendant or respondent in a proceeding; and

                    (e)  "PROCEEDING" means any threatened,
                pending,  or  completed  action,   suit,  or
                proceeding,    whether   civil,    criminal,
                administrative or  investigative and whether
                formal or informal.

                2.  Limitation of Liability.  In  any proceeding brought by
a shareholder of the Corporation in the right of the Corporation or brought
by or  on behalf of shareholders of the Corporation, no director or officer
of the  Corporation shall be liable to  the Corporation or its shareholders
for  monetary damages with respect to any transaction, occurrence or course
of conduct,  whether prior  or subsequent  to the  effective  date of  this
Article V, except for liability resulting from such person's having engaged
in willful  misconduct or a  knowing violation of  the criminal law  or any
federal or state securities law.

                3.  Indemnification.   The Corporation shall  indemnify (i)
any person who was or is a party to any  proceeding, including a proceeding
brought by a shareholder in  the right of the Corporation or brought  by or
on behalf of shareholders of the Corporation, by reason of the fact that he
is or  was a director or officer of the  Corporation, and (ii) any director
or officer who  is or was serving  at the request  of the Corporation as  a
director, trustee, partner or  officer of another corporation, partnership,
joint  venture, trust, employee  benefit plan or  other enterprise, against
any liability incurred by him in connection  with such proceeding unless he
engaged  in willful misconduct or a  knowing violation of the criminal law.
A  person  is considered  to be  serving an  employee  benefit plan  at the
Corporation's request if his  duties to the Corporation also  impose duties
on, or otherwise involve services by, him to the plan or to participants in
or beneficiaries  of the plan.  The Board of Directors is hereby empowered,
by a majority vote of a quorum of disinterested directors,  to enter into a
contract to indemnify any director or officer in respect of any proceedings
arising  from any act  or omission, whether  occurring before or  after the
execution of such contract.

                4.  Application;  Amendment.     The  provisions  of   this
Article shall be applicable to all proceedings commenced after the adoption
hereof  by the  shareholders of the  Corporation, arising  from any  act or
omission, whether occurring before or after such adoption.  No amendment or
repeal of this Article V shall have any effect on the rights provided under
this Article V with respect  to any act or omission occurring prior to such
amendment or repeal.  The Corporation shall promptly take all such actions,
and  make all such determinations, as  shall be necessary or appropriate to
comply with its obligation to  make any indemnity under this Article  V and
shall promptly  pay or reimburse all  reasonable  expenses  incurred by any
director or officer in  connection with such actions and  determinations or
proceedings of any kind arising therefrom.

                5.  Termination  of Proceeding.    The  termination of  any
proceeding  by judgment, order, settlement,  conviction, or upon  a plea of
nolo contendere or its equivalent, shall not of itself create a presumption
that  the applicant  did  not meet  the standard  of  conduct described  in
section 2 or 3 of this Article V.

                6.  Determination  of  Availability.   Any  indemnification
under  this Article  V (unless  ordered by  a court) shall  be made  by the
Corporation  only as authorized in  the specific case  upon a determination
that  indemnification  of the  applicant  is  proper in  the  circumstances
because he  has met the applicable standard of conduct set forth in section
3 of this Article V.

                The determination shall be made:

                    (a)      By the Board  of Directors by a  majority vote
of  a  quorum consisting  of  Directors  not at  the  time  parties to  the
proceeding;

                    (b)      If  a   quorum   cannot  be   obtained   under
subsection  (a) of  this section, by  a majority  vote of  a committee duly
designated  by the Board of  Directors (in which  designation Directors who
are  parties may participate), consisting  solely of two  or more directors
not at the time parties to the proceeding;

                    (c)      By special legal counsel:

                           (i)   Selected by the Board  of Directors or  its
committee  in  the  manner prescribed  in  subsection (a)  or  (b)  of this
section; or

                           (ii)   If  a quorum  of  the Board  of  Directors
cannot  be obtained under  subsection (a) of  this section  and a committee
cannot  be designated  under subsection  (b) of  this section,  selected by
majority vote of the full Board of Directors, in which selection  directors
who are parties may participate;

                      (d)     By the shareholders,  but shares owned  by or
voted under the  control of Directors  who are at  the time parties to  the
proceeding  may not be  voted on the  determination.  Any  evaluation as to
reasonableness  of  expenses  shall be  made  in  the  same manner  as  the
determination  that  indemnification is  appropriate,  except  that if  the
determination  is  made by  special legal  counsel,  such evaluation  as to
reasonableness of expenses shall be made by those entitled under subsection
(c) of this section 6 to select counsel.  Notwithstanding the foregoing, in
the event there has been  a change in the composition of a  majority of the
Board of  Directors after  the date of  the alleged   act or  omission with
respect to  which  indemnification  is  claimed, any  determination  as  to
indemnification and advancement of  expenses with respect to any  claim for
indemnification  made pursuant to  this Article V shall  be made by special
legal counsel agreed upon by the Board  of Directors and the applicant.  If
the Board  of Directors and  the applicant  are unable to  agree upon  such
special legal counsel,  the Board of Directors and the applicant each shall
select a nominee, and the nominees shall select such special legal counsel.

                 7.   Advances.   (a)   The Corporation  shall  pay for  or
reimburse the reasonable expenses incurred by any applicant who is a  party
to a  proceeding in advance of  final disposition of the  proceeding or the
making of  any determination  under  section 3  of this  Article  V if  the
applicant furnishes the Corporation:

                           (i)    a written  statement  of  his  good  faith
belief that he has met the standard of conduct described in section 3;  and

                           (ii)  a written  undertaking, executed personally
or on his  behalf, to repay the advance if it is ultimately determined that
he did not meet such standard of conduct.

                      (b)     The undertaking required by paragraph (ii) of
subsection  (a) of this section 7 shall  be an unlimited general obligation
of the  applicant but  need  not be  secured and  may  be accepted  without
reference to financial ability to make repayment.

                      (c)  Authorizations  of  payments under  this  section
shall be made by the persons specified in section 6 of this Article V.

                 8.  Indemnification of Others.  The Board of Directors  is
hereby  empowered, by majority vote of a quorum consisting of disinterested
Directors, to cause the  Corporation to indemnify or contract  to indemnify
any person not specified in section 2 or  3 of this Article V who was or is
a party to  any proceeding,  by reason of  the fact  that he is  or was  an
employee or  agent of the Corporation, or is  or was serving at the request
of  the Corporation as  a director, officer,  employee or  agent of another
corporation, partnership,  joint venture,  trust, employee benefit  plan or
other enterprise,  to the same extent  as if such person  were specified as
one to whom indemnification is granted in section 3 of this Article V.  The
provisions of sections 4 through 7 of this Article V shall be applicable to
any indemnification provided hereafter pursuant to this section 8.

                 9.   Insurance.  The Corporation may purchase and maintain
insurance to indemnify it against the whole or any portion of the liability
assumed by  it in  accordance  with this  Article V  and  may also  procure
insurance,  in such  amounts as  the Board  of Directors may  determine, on
behalf of  any person who is or was  a director, officer, employee or agent
of the Corporation, or  is serving at  the request of  the Corporation as a
director, officer,  employee or agent of  another corporation, partnership,
joint venture,  trust, employee benefit  plan or other  enterprise, against
any  liability asserted against or incurred by  him in any such capacity or
arising from his status as such,  whether or not the Corporation would have
power to indemnify him against such  liability under the provisions of this
Article V.

                 10.    Further  Indemnity.    Every  reference  herein  to
directors, officers,  employees or  agents shall include  former directors,
officers, employees  and agents and  their respective heirs,  executors and
administrators.  The indemnification hereby provided and provided hereafter
pursuant to the power conferred by this Article V on the Board of Directors
shall not  be exclusive of  any other  rights to  which any  person may  be
entitled,  including  any right  under policies  of  insurance that  may be
purchased  and maintained  by the  Corporation or  others, with  respect to
claims, issues  or matters in relation  to which the Corporation  would not
have the  power  to indemnify  such  person under  the provisions  of  this
Article  V.  Such  rights shall  not prevent or  restrict the power  of the
Corporation to make or provide for any further indemnity, or provisions for
determining   entitlement   to  indemnity,   pursuant   to   one  or   more
indemnification  agreements,  bylaws,  or  other  arrangements  (including,
without limitation, creation of trust funds or security interests funded by
letters  of credit  or  other means)  approved  by the  Board of  Directors
(whether or not any of the directors of the Corporation shall be a party to
or beneficiary of  any such agreements, bylaws  or arrangements); provided,
however,   that  any  provision   of  such  agreements,   bylaws  or  other
arrangements  shall  not be  effective  if and  to  the extent  that  it is
determined  to be  contrary to  this Article  V or  applicable laws  of the
Commonwealth of Virginia.

                 11.  Severability.  Each provision of this Article V shall
be severable, and  an adverse determination as to any  such provision shall
in no way affect the validity of any other provision.














                                           Exhibit 3 (b)

                   AMENDED AND RESTATED

                          BYLAWS
                            OF
                   OWENS & MINOR, INC.


                        ARTICLE I

                 Meetings of Shareholders


       1.1   Places  of  Meetings.    All meetings  of  the
 shareholders  shall be held at  such place, either within or without
 the Commonwealth  of Virginia, as from  time to time may be fixed by
 the Board of Directors.

       1.2   Annual  Meetings. The  annual  meeting of  the
 shareholders, for the election of Directors  and transaction of such
 other business as may come before the meeting, shall be held  in
 each  year on the  fourth Tuesday  in April,  at 11:00  a.m., or  on
 such other  business  day that  is  not earlier  than the first day
 of March  and not later than the last day of April, or at  such
 other time, as shall be fixed by the Board of Directors.

       1.3   Special Meetings.   A  special meeting  of the
 shareholders for  any purpose or  purposes may be  called at any
 time by the Chairman of  the Board, the President, or by a majority
 of the  Board of Directors. At a  special meeting no  business shall
 be  transacted and  no corporate  action shall be taken  other than
 that stated in  the notice of the meeting.

       1.4   Notice of Meetings.  Written or printed notice stating
 the place,  day and  hour of  every meeting  of the shareholders
 and, in case of  a special meeting, the purpose or purposes for
 which
 the meeting is called, shall be mailed not less than ten nor
 more  than sixty days before the  date of the  meeting to  each
 shareholder of  record entitled  to vote  at such meeting, at  his
 address which  appears in the share transfer books of the
 Corporation. Such further notice shall be given  as may be required
 by  law, but meetings may be held  without notice if all the
 shareholders entitled to vote at the meeting are present  in person
 or by proxy or if notice is  waived in  writing by  those not
 present, either before or after the meeting.

       1.5   Quorum.   Any number  of shareholders together holding
 at  least a  majority of  the outstanding shares  of capital stock
 entitled to vote  with respect to the business to  be  transacted,
 who  shall  be  present  in  person  or represented  by  proxy at
 any  meeting  duly called,  shall constitute a quorum for the
 transaction of business. If less than a quorum shall be in
 attendance at the time for which a meeting shall have been called,
 the meeting may be adjourned from  time to time by a majority of the
 shareholders present or  represented  by  proxy  without  notice
 other  than  by announcement at the meeting.

       1.6   Voting.   At any meeting  of the  shareholders each
 shareholder of a  class entitled to vote on  any matter coming
 before the meeting shall, as to such matter, have one vote, in
 person or by proxy, for each share of capital stock of  such class
 standing in  his name  on  the books  of the Corporation on the
 date, not more than seventy days prior to such  meeting, fixed by
 the Board of Directors as the record date for the purpose of
 determining shareholders entitled to vote. Every proxy shall  be in
 writing, dated and  signed by the  shareholder entitled  to  vote or
 his duly  authorized attorney-in-fact.

       1.7   Inspectors.      An   appropriate  number   of
 inspectors for any meeting  of shareholders may be appointed by  the
 Chairman  of such  meeting. Inspectors  so appointed will  open and
 close the polls, will receive and take charge of  proxies and
 ballots, and will decide all questions as to the  qualifications  of
 voters,  validity  of  proxies  and ballots, and the number of votes
 properly cast.


                        ARTICLE II

                        DIRECTORS


       2.1   General  Powers.  The  property,  affairs  and business
 of  the Corporation  shall  be  managed under  the direction  of
 the  Board   of  Directors,  and,  except  as otherwise  expressly
 provided  by   law,  the  Articles  of Incorporation  or these
 Bylaws, all  of the  powers of  the Corporation shall be vested in
 such Board.

       2.2   Number  of Directors. The  number of Directors
 constituting  the Board of Directors  shall be ten (10). The
 Directors  shall be  divided  into three  (3) classes,  each class
 to be as nearly equal in number as possible.

       2.3   Election and Removal of Directors; Quorum.

             (a)   At each annual meeting  of shareholders, (i) the
 number of Directors equal to the number in the class whose  term
 expires  at the  time of  such meeting  shall be elected  to hold
 office until  the third  succeeding annual meeting and until their
 successors are elected, and (ii) any other vacancies then existing
 shall be filled.

             (b)   Any  Director may be removed from office at a
 meeting called  expressly for that purpose by  the vote of
 shareholders holding  not less  than a  majority of  the shares
 entitled to vote at an election of Directors.

             (c)   Any  vacancy occurring  in the  Board of Directors
 may  be filled  by  the affirmative  vote  of the majority  of the
 remaining  Directors though  less than  a quorum of the Board, and
 the  term of office of any Director so elected shall expire at the
 next shareholders' meeting at which directors are elected.

             (d)   A  majority of  the number  of Directors fixed  by
 these  Bylaws  shall constitute  a quorum  for the transaction  of
 business. The act of a majority of Directors present at a meeting at
 which a quorum is present shall  be the act of  the Board of
 Directors. Less than a  quorum may adjourn any meeting.

       2.4   Meetings of Directors.   An annual meeting  of the
 Board of Directors shall be held as soon as practicable after the
 adjournment of  the annual meeting of shareholders at such place as
 the Board may designate.  Other meetings of the Board of  Directors
 shall  be held at  places within  or without  the Commonwealth of
 Virginia  and at times fixed by resolution of the Board, or upon
 call of the Chairman of the Board,  the President or  a majority  of
 the  Directors. The Secretary or officer performing the Secretary's
 duties shall give  not less  than  twenty-four hours'  notice by
 letter, telegraph or telephone (or in person) of all meetings of the
 Board of Directors, provided  that notice need not  be given of the
 annual meeting  or of regular meetings held  at times and places
 fixed by resolution of the Board. Meetings may be held at any time
 without notice if all of the Directors  are present, or  if those
 not present  waive notice  in writing either  before or after the
 meeting.  The notice of meetings of the Board need not state the
 purpose of the meeting.

       2.5   Compensation.   By  resolution of  the  Board, Directors
 may be allowed  a fee and expenses  for attendance at all meetings,
 but nothing herein shall preclude Directors from  serving the
 Corporation  in  other   capacities  and receiving compensation for
 such other services.

       2.6   Eligibility  for Service  as a  Director.   No person
 shall be elected or reelected as a Director if at the time of  such
 proposed  election or re-election  such person shall have  attained
 the age of  75 years.  No  person shall serve as a Director  after
 the annual meeting  following his or  her seventy-fifth  (75th)
 birthday;  provided that  the provisions  of this sentence  shall
 not apply  to any person elected  as a director for a term beginning
 prior to January 1, 1993, during such term. 
<PAGE>

       2.7   Director Emeritus.  The Board of Directors may from time
 to time elect  one or more Directors Emeritus.   A Director Emeritus
 may be  named "Chairman Emeritus" or "Vice Chairman  Emeritus"  if
 such  person holds  the  office  of Chairman or Vice Chairman  of
 the Corporation or any  of its subsidiaries  at  the  time  of
 retirement  as  a  Director thereof.  Each Director Emeritus shall
 be elected for a term expiring  on  the date  of the  next  annual
 meeting  of the Board. Directors  Emeritus may attend meetings  of
 the Board of  Directors  but shall  not be  entitled  to vote  at
 such meetings   and  shall  not  be  considered  "directors"  for
 purposes of  these Bylaws or  for any other  purpose, except that
 they shall be entitled to receive notice of all regular and special
 meetings  of  the  Board of  Directors.    Each Director  Emeritus
 shall be paid the same fees as members of the Board of Directors for
 attendance at Board meetings.


                       ARTICLE III

                       COMMITTEES.


       3.1   Executive Committee. The Board  of Directors, by
 resolution  adopted by  a  majority  of  the  number  of Directors
 fixed by  these  Bylaws, may  elect an  Executive Committee  which
 shall  consist  of  not  less  than  three Directors,  including
 the  President.  When  the  Board  of Directors is  not in session,
 the  Executive Committee shall have all power vested in the  Board
 of Directors by law,  by the Articles of Incorporation,  or by these
 Bylaws, provided that the  Executive Committee shall  not have
 power to  (i) approve  or  recommend  to  shareholders   action
 that  the Virginia Stock  Corporation Act  requires to be  approved
 by shareholders;  (ii) fill vacancies on the Board or on any of its
 committees;  (iii) amend  the Articles  of Incorporation pursuant
 to (Section Mark)13.1-706  of  the Virginia  Code; (iv)  adopt, 
 amend,  or repeat the Bylaws;  (v) approve a  plan of merger not  
 requiring shareholder approval; (vi)  authorize  or approve  a
 distribution,  except  according  to  a  general formula  or method
 prescribed by the  Board of Directors; or (vii)  authorize or
 approve the issuance or sale or contract for  sale  of  shares,  or
 determine  the  designation  and relative rights, preferences, and
 limitations of a class or series  of shares,  other  than  within
 limits  specifically prescribed  by  the   Board  of  Directors.
 The  Executive Committee  shall  report  at  the next  regular  or
 special meeting  of  the Board  of  Directors  all action  that  the
 Executive Committee may  have taken on  behalf of the  Board since
 the last regular or  special meeting of  the Board of Directors.

       3.2   Other Committees. The  Board of Directors, by resolution
 adopted by a majority of the  number of Directors fixed by these
 Bylaws, may establish such other standing  or special committees  of
 the Board  as it may  deem advisable, consisting of not less than
 two Directors; and the members, terms and authority of such
 committees shall be as set forth in the resolutions establishing the
 same.

       3.3   Meetings.  Regular and special meetings of any Committee
 established pursuant to this Article may be called and  held subject
 to  the same requirements  with respect to time,  place and notice
 as are specified in these Bylaws for regular and special meetings of
 the Board of Directors.

       3.4   Quorum and Manner of Acting. A majority of the number of
 members of any Committee shall constitute a quorum for  the
 transaction of business at such meeting. The action of a  majority
 of  those members  present  at  a  Committee meeting at  which a
 quorum  is present shall  constitute the act of the Committee.

       3.5   Term  of  Office.   Members  of  any Committee shall be
 elected as  above provided  and shall  hold office until their
 successors are elected by the Board of Directors or  until such
 Committee is  dissolved  by the  Board  of Directors.

       3.6   Resignation  and  Removal.   Any  member  of a Committee
 may resign at any time by giving written notice of his  intention to
 do so to the President or the Secretary of the Corporation, or  may
 be removed, with  or without cause, at any time by such vote of the
 Board of  Directors as would suffice for his election.

       3.7   Vacancies.    Any   vacancy  occurring  in   a Committee
 resulting from any cause whatever may be filled by a majority of the
 number of Directors fixed by these Bylaws.


                        ARTICLE IV

                        OFFICERS


       4.1   Election of Officers: Terms.  The officers  of the
 Corporation  shall consist  of a President,  a Secretary and a
 Treasurer.   Other officers,  including a Chairman  of the Board,
 one or more Vice Presidents (whose seniority and titles, including
 Executive Vice Presidents and Senior Vice Presidents, may be
 specified by the Board of Directors), and assistant and subordinate
 officers, may from time to time be elected by the  Board of
 Directors. All officers  shall hold office  until  the next  annual
 meeting  of  the  Board  of Directors  and  until  their  successors
 are  elected.  The President shall be chosen from among the
 Directors.  Any two officers may be combined in the same person as
 the Board  of Directors may determine.

       4.2   Removal of Officers:  Vacancies.  Any  officer of the
 Corporation may be removed summarily with  or without cause, at any
 time, by the Board of Directors. Vacancies may be filled by the
 Board of Directors.

       4.3   Duties.  The officers of the Corporation shall  have
 such  duties  as  generally  pertain  to  their offices,
 respectively,  as well as such powers and duties as are prescribed
 by law or are hereinafter provided or as from time to time shall  be
 conferred by the Board  of Directors. The  Board of Directors may
 require any officer to give such bond for the faithful performance
 of his duties as the Board may see fit.

        4.4  Duties  of the President.  The President shall be the
 chief executive officer of the Corporation and  shall be primarily
 responsible for the implementation of policies of the Board of
 Directors.  He shall have authority over the general  management
 and  direction   of  the  business  and operations  of the
 Corporation and  its divisions,  if any, subject only  to  the
 ultimate  authority  of the  Board  of Directors.   He shall be a
 Director and, except as otherwise provided in these Bylaws  or in
 the resolutions establishing such  committees, he shall  be ex
 officer a  member of all Committees of the Board.  In the absence of
 the Chairman and the  Vice-Chairman of  the Board,  or if  there are
 no such officers,  the  President  shall  preside  at  all corporate
 meetings.   He  may  sign and  execute in  the  name of  the
 Corporation  share  certificates,  deeds, mortgages,  bonds,
 contracts  or other  instruments except  in cases  where the signing
 and   the  execution  thereof  shall  be  expressly delegated  by
 these Bylaws to some other officer or agent of the  Corporation or
 shall be required by law otherwise to be signed  or  executed.   In
 addition, he  shall  perform all duties incident  to the  office of
 the  President and  such other duties  as from time to time may be
 assigned to him by the Board of Directors.

       4.5   Duties of  the  Vice Presidents.    Each  Vice President
 (which term  includes any  Senior Executive  Vice President,
 Executive  Vice   President  and   Senior  Vice President), if any,
 shall have such powers and duties as may from time to time be
 assigned to him by the President or the Board of Directors.  Any
 Vice President may sign and execute in  the name  of  the
 Corporation  deeds, mortgages,  bonds, contracts or  other
 instruments  authorized by the  Board of Directors, except  where
 the  signing and execution  of such documents  shall  be expressly
 delegated  by  the Board  of Directors or the President to some
 other officer or agent of the  Corporation or shall be required by
 law or otherwise to be signed or executed.

       4.6   Duties of the  Treasurer. The Treasurer  shall have
 charge of and be responsible for all funds, securities, receipts
 and disbursements  of the  Corporation, and  shall deposit all
 monies and securities of the Corporation in such banks  and
 depositories as shall be  designated by the Board of Directors.   He
 shall be responsible (i)  for maintaining adequate  financial
 accounts and  records in accordance with generally  accepted
 accounting   practices;  (ii)  for  the preparation  of appropriate
 operating  budgets and financial statements; (iii) for the
 preparation and filing of all  tax returns required by law; and (iv)
 for the performance of all duties incident  to the office  of
 Treasurer and  such other duties as  from time to time  may be
 assigned to  him by the Board of Directors or the President. The
 Treasurer  may sign and   execute  in   the  name   of  the
 Corporation  share certificates,  deeds, mortgages,  bonds,
 contracts  or other instruments,  except  in cases  where  the
 signing and  the execution thereof shall be  expressly delegated by
 the Board of Directors or  by these  Bylaws to some  other officer
 or agent  of the  Corporation or  shall be  required by  law or
 otherwise to be signed or executed.

       4.7   Duties of the Secretary.  The Secretary  shall
 act as secretary of  all meetings of the Board  of Directors
 and  shareholders  of the  Corporation.  When requested,  he
 shall  also  act  as  secretary   of  the  meetings  of  the
 committees of  the  Board. He  shall keep  and preserve  the
 minutes of all  such meetings in  permanent books. He  shall
 see that all notices required to be given by the Corporation
 are duly given and served; shall  have  custody of the  seal
 of the Corporation  and shall affix the seal or  cause it to
 be  affixed   by  facsimile   or  otherwise  to   all  share
 certificates  of the  Corporation and  to all  documents the
 execution of which  on behalf of  the Corporation under  its
 corporate seal  is required  in accordance  with law  or the
 provisions of these Bylaws; shall have custody of all deeds,
 leases, contracts and  other important corporate  documents;
 shall  have charge of the  books, records and  papers of the
 Corporation relating to its organization and management as a
 Corporation;  shall  see that  all  reports,  statements and
 other  documents required  by law  (except tax  returns) are
 properly  filed; and shall in general perform all the duties
 incident to the office of Secretary and such other duties as
 from time  to time may  be assigned to  him by the  Board of
 Directors or the President.

       4.8   Compensation.   The  Board of  Directors shall have
 authority  to fix the  compensation of all  officers of the
 Corporation.




                        ARTICLE V

                      CAPITAL STOCK


       5.1   Certificates.   The shares of capital stock of the
 Corporation shall be  evidenced by certificates in forms prescribed
 by  the Board  of Directors  and executed  in any manner permitted
 by law  and stating thereon the information required by law.
 Transfer agents and/or registrars for  one or  more  classes  of
 shares  of  the  Corporation  may  be appointed by the Board  of
 Directors and may be  required to countersign certificates
 representing  shares of such  class or classes.   If any  officer
 whose  signature or  facsimile thereof  shall have been  used on a
 share certificate shall for any reason cease to be an officer of the
 Corporation and such certificate shall  not then have been
 delivered by the Corporation, the Board  of Directors may
 nevertheless adopt such  certificate and it may then be issued and
 delivered as though such  person had not ceased  to be an officer
 of the Corporation.

       5.2   Lost,  Destroyed  and Mutilated  Certificates. Holders
 of  the shares of the  Corporation shall immediately notify   the
 Corporation   of  any  loss,   destruction  or mutilation  of the
 certificate therefor,  and the  Board of Directors  may  in  its
 discretion cause  one  or  more new certificates for the same number
 of shares in the  aggregate to be issued to  such shareholder upon
 the surrender  of the mutilated  certificate or  upon  satisfactory
 proof  of such loss or destruction, and the deposit  of a bond in
 such form and  amount and with such  surety as the  Board of
 Directors may require.

       5.3   Transfer   of  Shares.   The  shares   of  the
 Corporation shall be transferable  or assignable only on the books
 of  the Corporation  by the  holder  in person  or by attorney  on
 surrender  of the  certificate for  such shares duly endorsed and,
 if sought  to be transferred by attorney, accompanied  by a written
 power of attorney to have the same transferred  on   the  books   of
 the  Corporation.     The Corporation will recognize, however, the
 exclusive  right of the person registered on its books as the owner
 of shares to receive dividends or other distributions and to vote as
 such owner.  To the extent that any provision of the Amended  and
 Restated   Rights  Agreement  between  the  Corporation  and
 Wachovia  Bank of  North  Carolina, N.A.,  as Rights  Agent, dated
 as of  May  10,  1994,  is  deemed  to  constitute  a restriction
 on  the  transfer  of  any  securities  of  the Corporation,
 including,  without limitation, the  Rights, as defined therein,
 such restriction is  hereby authorized  by these Bylaws.

       5.4   Fixing  Record  Date.    For  the  purpose  of
 determining shareholders entitled to notice of or to vote at any
 meeting  of shareholders or any  adjournment thereof, or entitled
 to  receive  payment  of  any  dividend  or  other distribution,  or
 in  order  to  make  a  determination  of shareholders  for any
 other  proper purpose,  the Board  of Directors may  fix in advance
 a date  as the record date for any  such determination  of
 shareholders,  such date  in any case to be  not more than seventy
 days prior  to the date on which the particular action, requiring
 such determination of shareholders, is to  be taken.  If  no record
 date is  fixed for the determination of  shareholders entitled to
 notice of or to  vote at  a meeting  of shareholders,  or
 shareholders entitled  to   receive  payment  of  a   dividend  or
 other distribution,  the date on which notices  of the meeting are
 mailed or the  date on which the resolution of  the Board of
 Directors declaring  such dividend or  other distribution is
 adopted, as the  case may be,  shall be the record  date for such
 determination of shareholders.  When a determination of shareholders
 entitled to vote at any meeting of shareholders has   been  made
 as   provided  in   this  section,   such determination shall apply
 to any adjournment  thereof unless the Board of  Directors fixes  a
 new record  date, which  it shall do if the meeting is adjourned to
 a date more than 120 days after the date fixed for the original
 meeting.

                        ARTICLE VI

                 MISCELLANEOUS PROVISIONS


       6.1   Seal.    The  seal  of the  Corporation  shall consist
 of a circular design with the words "Owens & Minor, Inc." around the
 top margin  thereof, "Richmond,  Virginia" around the lower margin
 thereof and the word "Seal"  in the center thereof.

       6.2   Fiscal  Year.     The  fiscal   year  of   the
 Corporation shall end on such date and shall consist of such
 accounting  periods  as  may  be   fixed  by  the  Board  of
 Directors.

       6.3   Checks,  Notes  and  Drafts.    Checks, notes, drafts
 and other orders for  the payment of  money shall be signed by such
 persons as the Board of  Directors from time to  time  may
 authorize.   When  the  Board of  Directors so authorizes, however,
 the signature of any such person may be a facsimile.

       6.4   Amendment of Bylaws.  Unless proscribed by the Articles
 of  Incorporation, these  Bylaws may be  amended or altered  at  any
 meeting  of  the  Board  of  Directors  by affirmative vote of  a
 majority of  the number of  Directors fixed by these Bylaws.  The
 shareholders entitled to vote in respect of  the election  of
 Directors, however,  shall have the  power to rescind, amend, alter
 or repeal any Bylaws and to  enact Bylaws which, if expressly so
 provided, may not be amended, altered or repealed by the Board of
 Directors.

       6.5   Voting  of  Shares  Held.    Unless  otherwise provided
 by resolution of  the Board of Directors or  of the Executive
 Committee, if any, the President may cast the vote which  the
 Corporation  may  be   entitled  to  cast  as  a shareholder or
 otherwise in  any other corporation,  any of whose securities may be
 held by the Corporation, at meetings of the holders  of the  shares
 or other  securities of  such other corporation, or to consent in
 writing to any action by any such other corporation, or in lieu
 thereof, from time to time  appoint an attorney or attorneys or
 agent or agents of the  Corporation,  in   the  name  and  on behalf
 of  the Corporation,  to cast such votes or give such consents.  The
 President shall instruct any  person or persons so appointed as  to
 the  manner  of casting  such  votes or  giving such consent and may
 execute or cause to be executed

 on behalf of  the Corporation, and under  its corporate seal or
 otherwise, such  written proxies, consents, waivers  or other
 instruments as may be necessary or proper.


                       ARTICLE VII

                       EMERGENCY BYLAWS


       7.1   The Emergency Bylaws provided in  this Article VII shall
 be operative during any emergency, notwithstanding any different
 provision in the preceding  Articles of these Bylaws  or   in  the
 Articles  of  Incorporation   of  the Corporation or in the
 Virginia Stock Corporation Act (other than  those provisions
 relating to  emergency bylaws).   An emergency exists if a quorum
 of the Corporation's Board  of Directors  cannot  readily  be
 assembled  because  of  some catastrophic  event.   To the  extent
 not  inconsistent with these Emergency Bylaws, the Bylaws provided
 in the preceding Articles shall  remain in  effect during such
 emergency and upon the termination of  such emergency the Emergency
 Bylaws shall cease to be  operative unless and until   another such
 emergency shall occur.

       7.2   During any such emergency:

             (a)   Any  meeting of  the Board  of Directors may be
 called by any officer  of the Corporation or  by any Director.  The
 notice thereof  shall specify  the time  and place  of the meeting.
 To the extent feasible, notice shall be given in accord with Section
 2.4 above, but notice may be given only to such of the Directors as
 it may be feasible to reach at the  time, by such means as may  be
 feasible at the time,  including publication or  radio, and  at a
 time less than  twenty-four   hours  before  the  meeting   if
 deemed necessary by  the person  giving notice.    Notice shall  be
 similarly  given,  to  the  extent feasible,  to  the  other persons
 referred to in (b) below.

             (b)   At   any  meeting   of  the   Board   of
 Directors,  a  quorum shall  consist  of a  majority  of the number
 of Directors fixed at  the time by  these Bylaws. If the  Directors
 present  at any  particular meeting  shall be fewer  than  the
 number  required for  such  quorum,  other persons  present  as
 referred   to  below,  to  the  number necessary to make up such
 quorum, shall be deemed Directors for such  particular meeting as
 determined  by the following provisions and in the following order
 of priority:

                     (i)     Vice-Presidents not already serving as
 Directors, in  the  order of  their  seniority of  first election
 to such offices, or if two or more shall have been first elected to
 such offices on the same day, in the order of their seniority in
 age;

                     (ii)    All   other  officers   of  the
 Corporation  in  the  order  of  their  seniority  of  first
 election to  such offices, or if two or more shall have been first
 elected to such  offices on the same day, in the order of their
 seniority in age; and

                     (iii)   Any  other  persons  that  are
 designated  on a list that  shall have been  approved by the Board
 of Directors before the  emergency, such persons to be taken  in
 such  order  of  priority  and  subject  to  such conditions as  may
 be  provided in the  resolution approving the list.

             (c)   The Board  of Directors, during  as well as
 before any such emergency, may provide, and from time to time
 modify, lines  of succession in  the event that  during such  an
 emergency any  or all  officers  or agents  of the Corporation shall
 for any  reason be rendered  incapable of discharging their duties.

             (d)   The  Board of Directors,  during as well as
 before  any  such   emergency,  may,  effective  in  the emergency,
 change the principal office, or designate several alternative
 offices, or authorize the officers so to do.

       7.3   No  officer,  Director  or employee  shall  be liable
 for  action taken  in good faith  in accordance with these Emergency
 Bylaws.

       7.4   These Emergency  Bylaws  shall be  subject  to repeal or
 change by further action of the Board of Directors or by action of
 the shareholders, except that no such repeal or change shall modify
 the provisions of  the next preceding paragraph  with regard  to
 action or  inaction prior  to the time of  such repeal or change.
 Any such amendment of these Emergency Bylaws may make any further or
 different provision that may be practical and necessary for the
 circumstances of the emergency.





                                                  Exhibit 4(b)
                          AMENDMENT TO
                       OWENS & MINOR, INC.
                      0% SUBORDINATED NOTE
                        DUE MAY 31, 1997


        This  Amendment dated as of  April 29, 1994  to the 0%
  Subordinated Note Due May 31,  1997 in the principal  amount
  of  $11,500,000 issued  by Owens &  Minor, Inc.,  a Virginia
  Corporation ("O&M"),  to Hygeia  Limited,  a Cayman  Islands
  corporation  ("Hygeia")  or  registered  assigns   (the  "0%
  Subordinated Note") is made by and between O&M and Hygeia.

                            RECITALS

  A.    Pursuant  to an  Agreement  of Exchange,  dated as  of
  December 22,  1993,  as amended  and restated  on March  31,
  1994, by  and among O&M, O&M Holding,  Inc. ("O&M Holding"),
  Stuart Medical,  Inc. ("SMI") and the principal shareholders
  of SMI (the "Exchange Agreement"), at the Effective Time (as
  such term is defined in the Exchange Agreement), each issued
  and  outstanding  share  of  common  stock  of  O&M will  be
  exchanged  for one share of common stock of O&M Holding (the
  "Exchange") and O&M will become a wholly-owned subsidiary of
  O&M Holding.

  B.    The   0%  Subordinated  Note   provides  that   it  is
  subordinate in  right of payment to  certain indebtedness of
  O&M.

  C.    The parties wish to amend the 0% Subordinated  Note to
  make  it   subordinate  in  right  of   payment  to  certain
  indebtedness of O&M Holding as well as O&M.

        NOW THEREFORE, the parties hereby agree as follows:

  1.    Amendment.   The  subheading  "Subordination" and  the
  provisions thereunder  shall be  deleted  and the  following
  shall be substituted therefore:

        Subordination.   This  Note is  subordinated and
        subject in  right of payment to  the payment, in
        accordance with  the terms of,  (1) indebtedness
        of  O&M  Holding  provided  for  in  the  Credit
        Agreement dated  as of April 29,  1994 among O&M
        Holding,  Inc., certain  of its  subsidiaries as
        guarantors,   the   banks  identified   therein,
        NationsBank of North  Carolina, N.A., as  Agent,
        Chemical  Bank, N.A.  and Crestar  Bank, as  Co-
        Agents, and NationsBank of North Carolina, N.A.,
        as    Administrative    Agent    (the    "Credit
        Agreement"),  (2)  any indebtedness  incurred or
        issued by the Company  or O&M Holding to replace
        or  refinance  indebtedness  under   the  Credit
        Agreement  ("Refinanced  Indebtedness") and  (3)
        indebtedness of the Company or O&M Holding owing
        to   any  commercial   bank  or   other  lending
        institution  that  may  hereafter  extend  term,
        revolving credit  or line of credit financing or
        similar  financing  (a  "Bank Loan");  provided,
        however, that nothing  herein shall be construed
        to impair the ability of  the Company to pay  to
        the  registered owner hereof any installments of
        principal or interest owing hereunder until such
        time as there shall have occurred a default with
        respect  to  the  Credit  Agreement,  Refinanced
        Indebtedness or  a Bank Loan or  any evidence of
        indebtedness or collateral document  relating to
        the foregoing.   In addition,  nothing herein is
        intended  to  or  shall impair  as  between  the
        Company, its creditors (other than  lenders with
        respect  to the  indebtedness owing  pursuant to
        the Credit Agreement,  holders of any Refinanced
        Indebtedness  or  any  lending institution  with
        respect  to a  Bank  Loan),  and the  registered
        owner  of  this  Note,  the  obligation  of  the
        Company,   which   shall    be   absolute    and
        unconditional, to pay to the registered owner of
        this Note, the principal of and interest on this
        Note, as and when the same shall  become due and
        payable in  accordance  with its  terms,
  or  to
        affect  the relative  rights  of the  registered
        owner of this Note, and creditors of the Company
        or O&M Holding (other  than lenders with respect
        to the indebtedness owing pursuant to the Credit
        Agreement,      holders   of    any   Refinanced
        Indebtedness  or  any  lending institution  with
        respect to  a  Bank Loan),  nor  shall  anything
        herein  or therein prevent  the registered owner
        of   this  Note  from  exercising  all  remedies
        otherwise  permitted  by  applicable   law  upon
        default.

  2.    Effective  Date of  Amendment.   This  Amendment shall
  become  effective at and as of the Effective Time; provided,
  however,  that if  the Exchange  is never  consummated, this
  Amendment  shall become  void and  of no  further force  and
  effect.

        IN  WITNESS  WHEREOF, the  parties hereto  have caused
  this Amendment to be  executed as of the date  first written
  above.

                                OWENS & MINOR, INC.

                                By:/s/

                                Title:


                                HYGEIA LIMITED


                                By:/s/
                                Title:






                                                 Exhibit 4(c)

                      Owens & Minor, Inc.

              9.10% Convertible Subordinated Note


                       Due May 31, 1996


 $3,332,912                                      May 10, 1994


       FOR VALUE  RECEIVED, the  undersigned, Owens  & Minor,
 Inc. (formerly,  O&M Holding, Inc.),  a Virginia corporation
 (herein  called the  "Company"), hereby  promises to  pay to
 Hygeia Limited, a  Cayman Islands corporation  or registered
 assigns (hereinafter called the "Payee"),  the principal sum
 of  Three  Million  Three Hundred  Thirty-two  Thousand Nine
 Hundred Twelve Dollars ($3,332,912), together  with interest
 from  the date hereof (computed  on the basis  of the actual
 number of days elapsed  and a 365-day  year) at the rate  of
 nine  and   one-tenth  per  centum  (9   1/10%)  per  annum,
 compounded semiannually, on  the principal amount  from time
 to time remaining unpaid hereof  at the Company's offices in
 Richmond, Virginia or at  such other place as the  Payee may
 from  time to  time  in  writing  designate.   Interest  and
 principal  shall be  payable in  lawful money of  the United
 States of America, as follows:

       (a)   The  entire   principal  amount  of   this  Note
 together with  interest accrued and unpaid  thereon shall be
 paid on May 31, 1996.

       (b)   Interest ("Total Interest")  shall accrue  daily
 from  the  date  hereof at  the  rate  of  9.10% per  annum,
 compounded semiannually, on the principal amount outstanding
 from time  to time.   Interest  ("Current Interest")  at the
 rate of 6.82586% per annum shall be payable in arrears semi-
 annually on November 30  and May 31 of each  year commencing
 May 31,  1994 and continuing thereafter  until the principal
 amount  hereof shall have been  repaid as provided herein or
 this  Note shall  have  been redeemed  or  converted in  its
 entirety  as  hereinafter  provided,  with   the  difference
 between the  Total Interest  and the Current  Interest being
 payable at maturity on May 31, 1996.

       This Note was  issued on  May 10,  1994 with  original
 issue discount ("OID") for federal income tax purposes.  The
 amount  of OID  is  approximately $167,088,  and equals  the
 difference  between  the  Total  Interest  and  the  Current
 Interest to the maturity date of May 31, 1996.


       This Note contains provisions entitling the registered
 owner hereof to  convert all  or any part  of the  principal
 balance of the  Note into an aggregate  of 577,986.95 shares
 (subject to adjustment as set forth herein) of the Company's
 Common Stock (as hereinafter defined).

 Subordination

       This  Note is  subordinated  and subject  in right  of
 payment to the payment, in accordance with the terms of, (1)
 indebtedness  of  the Company  provided  for  in the  Credit
 Agreement  dated as  of April  29, 1994  among O&M  Holding,
 Inc., certain  of its subsidiaries as  guarantors, the banks
 identified therein, NationsBank of North Carolina,  N.A., as
 Agent, Chemical  Bank, N.A.  and Crestar Bank,  as Co-Agents
 and NationsBank  of North Carolina,  N.A., as Administrative
 Agent  (the   "Credit  Agreement"),  (2)   any  indebtedness
 incurred  or issued by  the Company to  replace or refinance
 indebtedness  under the Credit Agreement ("Refinanced Debt")
 and (3)  indebtedness of the Company owing to any commercial
 bank or other lending  institution that may hereafter extend
 term,  revolving  credit  or  line of  credit  financing  or
 similar financing  (a "Bank Loan");  provided, however, that
 nothing herein shall  be construed to impair the  ability of
 the Company  to  pay  to the  registered  owner  hereof  any
 installments of principal or interest  owing hereunder until
 such  time  as  there  shall have  occurred  a  default with
 respect  to the  Credit Agreement,  Refinanced Debt,  a Bank
 Loan or any evidence  of indebtedness or collateral document
 relating to the  foregoing.  In addition,  nothing herein is
 intended  to  or shall  impair as  between the  Company, its
 creditors  (other   than  lenders   with   respect  to   the
 indebtedness owing pursuant to the Credit Agreement, holders
 of  any  Refinanced Debt  or  any  lending institution  with
 respect  to a Bank Loan),  and the registered  owner of this
 Note, the obligation of the Company, which shall be absolute
 and unconditional, to  pay to the  registered owner of  this
 Note, the principal  of and  interest on this  Note, as  and
 when the  same shall  become due  and payable  in accordance
 with  its terms,  or to  affect the  relative rights  of the
 registered owner of this note, and creditors of  the Company
 (other than
  lenders with respect to  the indebtedness owing
 pursuant to the Credit  Agreement, holders of any Refinanced
 Debt  or any  lending  institution with  respect  to a  Bank
 Loan),  nor shall  anything  herein or  therein prevent  the
 registered owner  of this Note from  exercising all remedies
 otherwise permitted by applicable law upon default.

 Redemption

       Subject to the right  of conversion into the Company's
 Common Stock  as herein  provided, this  Note is subject  to
 full or partial redemption from time to time at any time  at
 the option of the Company as follows:

       (1)   The Company shall  redeem the Note,  by payment,
 in the case  of full  redemption, of 105%  of the  principal
 amount  outstanding,  together  with  all  Current  Interest
 accrued  and unpaid until the date of redemption, and in the
 case of partial  redemption hereof, payment shall  be in the
 minimum amount of Ten  Thousand Dollars ($10,000), and shall
 be applied first to payment of any accrued Current  Interest
 owing hereunder,  and of  the remainder  of  any payment  in
 partial redemption, (i) 95.226%  shall be applied to payment
 of  principal  hereof and  (ii) 4.774%  shall be  applied to
 payment of the difference between Total Interest and Current
 Interest.

       (2)   The  Company shall  give the  Payee thirty  (30)
 days prior written notice of its intent to redeem all or any
 portion of this Note.

 Conversion

       The registered owner of this Note is hereby  given the
 right at any time before  May 15, 1996, to convert all  or a
 portion of the unpaid principal amount of this Note (and the
 right to  the difference between Total  Interest and Current
 Interest  on  the  converted   principal  amount)  as   such
 registered owner desires to convert, from time to time, into
 fully  paid and  nonassessable shares  of the  Common Stock,
 $2.00  par value  per  share, of  the  Company (the  "Common
 Stock") as follows:

       (1)   Conversion Price.  The registered  owner of this
 Note shall  receive  one  share of  Common  Stock  for  each
 $5.7664139  (the "Conversion Price")  in principal amount of
 this Note so converted, subject  to adjustment as set  forth
 in (3) below.

       (2)   Procedure  for Conversion.  In order to exercise
 the  conversion  privilege,   the  registered  owner   shall
 surrender this Note  to the  Company at its  main office  in
 Richmond, Virginia,  accompanied  by written  notice to  the
 Company that such owner elects to convert the entire or some
 designated portion  of this  Note.   Such notice  shall also
 state  the  name  or  names (with  addresses)  in  which the
 certificate or  certificates  for  shares  of  Common  Stock
 issuable upon  such conversion shall be issued.  As promptly
 as  practicable  after  the   receipt  of  such  notice  and
 surrender of this Note as aforesaid, the Company shall issue
 and  deliver  to  the  registered  owner,  or  as  otherwise
 specified   on  his   written   order,  a   certificate   or
 certificates  for the number of  full shares of Common Stock
 issuable  upon the  conversion  of this  Note (or  specified
 portion hereof),  together with payment  of Current Interest
 at  the aforesaid  Current  Interest rate  on the  principal
 amount of this Note so converted, accrued and unpaid through
 the effective date of the conversion.  Such conversion shall
 be deemed to have been effected at the close of  business on
 the  date on which such  notice shall have  been received by
 the Company  and this  Note shall  have been  surrendered as
 aforesaid.  A proportionate number  of the shares of  Common
 Stock  issued  by  the  Company  upon  conversion  shall  be
 attributable   to,  and  constitute  full  payment  of,  the
 difference between Total  Interest and  Current Interest  on
 the principal amount converted.   If this Note  is converted
 in part only, upon such conversion the Company shall execute
 and  deliver to the registered holder, at the expense of the
 Company,  a new Note or  Notes in principal  amount equal to
 the  unconverted   principal  amount  of  this   Note.    No
 fractional  shares shall  be issued  upon conversion  of any
 Note and  any portion  of  the principal  hereof that  would
 otherwise be  convertible into  a fractional share  shall be
 paid in cash at the rate of $5.7664139 per full share.

       (3)   Adjustment.   The Conversion Price  set forth in
 (1) above  shall be  subject to appropriate   adjustment  to
 reflect any stock split, reverse stock split, stock dividend
 or similar event affecting the aggregate number of shares of
 Common Stock outstanding.

       (4)   Priority of Conversion Privilege.   The right of
 the Company to make payments on the principal amount of this
 Note  shall be  subject at  all times  to the  right of  the
 Payee,  at any  time before  the date  on which  payments of
 principal  are  actually  made,  whether   pursuant  to  the
 exercise by  the  Company  of its  right  of  redemption  or
 otherwise, to convert  this Note or any  portion hereof into
 Common Stock as set forth herein.

       The  Company  shall  at  all times  reserve  and  keep
 available a number of its  authorized but unissued shares of
 Common Stock sufficient  to permit the  exercise in full  by
 the  registered  owners  of  all  of  the  Notes   of  their
 respective conversion rights thereunder.

 Sale of Note

       This Note  has not been registered under  the 1933 Act
 or under the securities  laws of any state.  This Note, when
 issued,   may   not   be  sold,   transferred,   pledged  or
 hypothecated in the absence of (1) an effective registration
 statement  for  the  Note  under  the  1933  Act,  and  such
 registration or qualification as  may be necessary under the
 securities laws of any  state, or (2) an opinion  of counsel
 in form and substance reasonably satisfactory to the Company
 that such registration or qualification is not required.

       This Note shall be registered on  books of the Company
 that shall be kept at its principal office for that purpose,
 and  shall  be  transferable  only  on  such  books  by  the
 registered  owner hereof  in  person or  by duly  authorized
 attorney upon surrender of  this Note properly endorsed, and
 only in compliance with the next preceding paragraph hereof.

 Events of Default; Remedies

       (a)   If any one or more of the following events shall
 occur for  any  reason whatsoever  (whether such  occurrence
 shall  be  voluntary  or   involuntary  or  be  effected  by
 operation  of law  or pursuant  to any  judgment,  decree or
 order of  any court or any order,  rule or regulation of any
 administrative  or  other governmental  body),  it shall  be
 deemed an Event of Default hereunder:

       (1)   default by  the Company in the  due and punctual
 payment of the  principal, interest,  or both  on this  Note
 when and as the  same shall become due and  payable, whether
 at  maturity or  at  a  date  fixed  for  prepayment  or  by
 acceleration or otherwise (a "Payment Default");

       (2)   the  Company's becoming  insolvent or  unable to
 meet  its  obligations  as  they mature,  making  a  general
 assignment for  the benefit  of creditors, or  consenting to
 the  appointment of a trustee or a receiver, or admitting in
 writing its inability to pay its debts as they mature;

       (3)   the appointment of a trustee or receiver for the
 Company or for a  substantial part of the properties  of the
 Company without the consent of  the Company and such trustee
 or receiver not being discharged within sixty (60) days; and

       (4)   the  institution of  bankruptcy, reorganization,
 arrangement, insolvency  or  liquidation proceedings  by  or
 against the Company and, if instituted  against it, the same
 being consented  to by the Company  or remaining undismissed
 for a period of sixty (60) days; and

       (5)   (i)   an  event of  default, as  defined in  any
 indenture,   instrument   or   agreement    evidencing   the
 indebtedness under the Credit Agreement, or any Bank Loan or
 the  0% Subordinated Note issued by Owens & Minor, Inc. (now
 named Owens & Minor Medical, Inc.),  due May 31, 1997 in the
 principal  amount  of  $11,500,000,  shall  happen   and  be
 continuing and such indebtedness shall have been accelerated
 so that the same shall be or become due and payable prior to
 the date on which  the same would otherwise have  become due
 and payable, or

             (ii)  a default  in the payment when due  of any
 amount due under any instrument or agreement under which the
 Company shall hereafter have outstanding at least $1,000,000
 aggregate  principal  amount  of  indebtedness  for borrowed
 money  shall happen and be  continuing, provided that if any
 such event  of default under any  such indenture, instrument
 or agreement shall be remedied or cured by the Company, such
 acceleration shall be  rescinded or  annulled or such  event
 of default shall be waived by the holders of such indebtedness,
 then the Event of  Default hereunder by  reason thereof shall  be
 deemed likewise  to have  been thereupon remedied,  cured or
 waived and any acceleration hereunder rescinded and annulled
 without  further action upon the  part of either the Company
 or the holder hereof.

       (b)   In case an Event of Default shall occur, and  in
 the  case of a Payment Default, shall be continuing for more
 than  ten days, this Note  may be declared  due and payable,
 whereupon the maturity of  the then unpaid principal balance
 of  the Note  shall  be accelerated  and  the same  and  all
 Current Interest  accrued and unpaid thereon,  together with
 the  difference  between  the  Total  Interest  and  Current
 Interest  on  such principal  balance  through  the maturity
 date,  shall  forewith  become   due  and  payable   without
 presentment, demand,  protest or notice of any  kind, all of
 which are hereby expressly waived, anything contained herein
 to the contrary notwithstanding, and the holder may exercise
 and shall have any and all remedies accorded by law.

 Miscellaneous

       Upon  receipt by the  Company of evidence satisfactory
 to  it of the loss, theft, destruction or mutilation of this
 Note,  and  (in  case  of  loss,  theft  or  destruction) of
 indemnity satisfactory to it,  and upon reimbursement to the
 Company of all  reasonable expenses incidental  thereto, and
 upon surrender  and cancellation of the  Note, if mutilated,
 the Company will make and deliver  a new Note of like  tenor
 in the  principal amount  of this Note  then outstanding  in
 lieu of such Note.  Any Note so made and  delivered shall be
 dated as of the date to which interest shall  have been paid
 on this Note when lost, stolen, destroyed or mutilated.

       The  terms  of  this Note  shall  be  governed  by and
 construed in accordance with the laws of the Commonwealth of
 Virginia.

       This Note  shall not  be valid or  obligatory for  any
 purpose until  authenticated by the execution  hereof by the
 President or  a Senior  Vice  President of  the Company  and
 registered  upon the  books  of the  Company as  hereinabove
 provided.



       IN WITNESS  WHEREOF, Owens  & Minor, Inc.,  a Virginia
 corporation,  has  caused this  note  to  be signed  in  its
 corporate name by its President or a  Senior Vice President,
 by authority duly  given, all as of  the day and year  first
 above written.

                                     OWENS & MINOR, INC.



                                     By /s/
                                        President





                              CREDIT AGREEMENT

                         Dated as of April 29, 1994

                                   among

                             O&M HOLDING, INC.
    (to be renamed Owens & Minor, Inc. after the Initial Funding Date),
                                as Borrower,

                                    AND

               CERTAIN OF ITS SUBSIDIARIES IDENTIFIED HEREIN
                               as Guarantors

                        THE BANKS IDENTIFIED HEREIN,

                   NATIONSBANK OF NORTH CAROLINA, N.A.,
                                 as Agent,

                               CHEMICAL BANK
                                    and
                               CRESTAR BANK,
                               as Co-Agents,

                                    AND

                    NATIONSBANK OF NORTH CAROLINA, N.A.,
                          as Administrative Agent







                             TABLE OF CONTENTS

SECTION 1

                      DEFINITIONS AND ACCOUNTING TERMS  . . . . . . . - 1 -
     1.01  Definitions  . . . . . . . . . . . . . . . . . . . . . . . - 1 -
     1.02  Computation of Time Periods  . . . . . . . . . . . . . .  - 15 -
     1.03  Accounting Terms . . . . . . . . . . . . . . . . . . . .  - 15 -

SECTION 2

                             CREDIT FACILITIES  . . . . . . . . . .  - 15 -
     2.01  Revolving Loan Commitment  . . . . . . . . . . . . . . .  - 15 -
     2.02  Committed Revolving Loan Advances  . . . . . . . . . . .  - 16 -
     2.03  Conversion . . . . . . . . . . . . . . . . . . . . . . .  - 17 -
     2.04  Repayment of the Committed Revolving Loans . . . . . . .  - 18 -
     2.05  Interest on Committed Revolving Loans  . . . . . . . . .  - 18 -
     2.06  Committed Revolving Notes  . . . . . . . . . . . . . . .  - 19 -
     2.07  Swingline Loan Subfacility.    . . . . . . . . . . . . .  - 19 -
     2.08  Competitive Loan Subfacility . . . . . . . . . . . . . .  - 21 -
     2.09  Conditions of Lending  . . . . . . . . . . . . . . . . .  - 23 -
     2.10  Termination of Commitments . . . . . . . . . . . . . . .  - 24 -
     2.11  Fees . . . . . . . . . . . . . . . . . . . . . . . . . .  - 24 -
     2.12  Prepayments  . . . . . . . . . . . . . . . . . . . . . .  - 25 -
     2.13  Increased Costs, Illegality, etc . . . . . . . . . . . .  - 26 -
     2.14  Capital Adequacy . . . . . . . . . . . . . . . . . . . .  - 27 -
     2.15  Compensation . . . . . . . . . . . . . . . . . . . . . .  - 27 -
     2.16  Net Payments . . . . . . . . . . . . . . . . . . . . . .  - 28 -
     2.17  Change of Lending Office; Right to Substitute Lender . .  - 28 -
     2.18  Payments and Computations  . . . . . . . . . . . . . . .  - 29 -
     2.19  Pro Rata Treatment . . . . . . . . . . . . . . . . . . .  - 29 -
     2.20  Sharing of Payments  . . . . . . . . . . . . . . . . . .  - 29 -
     2.21  Foreign Lenders  . . . . . . . . . . . . . . . . . . . .  - 30 -

SECTION 3

                                 GUARANTEE  . . . . . . . . . . . .  - 30 -
     3.01  The Guarantee  . . . . . . . . . . . . . . . . . . . . .  - 30 -
     3.02  Obligations Unconditional  . . . . . . . . . . . . . . .  - 31 -
     3.03  Reinstatement  . . . . . . . . . . . . . . . . . . . . .  - 31 -
     3.04  Certain Additional Waivers . . . . . . . . . . . . . . .  - 32 -
     3.05  Remedies . . . . . . . . . . . . . . . . . . . . . . . .  - 32 -
     3.06  Continuing Guarantee . . . . . . . . . . . . . . . . . .  - 32 -
     3.07  Limitation of Guarantee  . . . . . . . . . . . . . . . .  - 32 -

SECTION 4

                            CONDITIONS PRECEDENT  . . . . . . . . .  - 32 -
     4.01  Conditions to Closing  . . . . . . . . . . . . . . . . .  - 32 -
     4.02  Conditions to Initial Loan Advance . . . . . . . . . . .  - 32 -

SECTION 5

                                    - i -







                       REPRESENTATIONS AND WARRANTIES . . . . . . .  - 34 -
     5.01  Organization and Good Standing . . . . . . . . . . . . .  - 34 -
     5.02  Due Authorization  . . . . . . . . . . . . . . . . . . .  - 34 -
     5.03  No Conflicts . . . . . . . . . . . . . . . . . . . . . .  - 34 -
     5.04  Consents . . . . . . . . . . . . . . . . . . . . . . . .  - 34 -
     5.05  Enforceable Obligations  . . . . . . . . . . . . . . . .  - 35 -
     5.06  Financial Condition  . . . . . . . . . . . . . . . . . .  - 35 -
     5.07  No Default . . . . . . . . . . . . . . . . . . . . . . .  - 35 -
     5.08  Liens  . . . . . . . . . . . . . . . . . . . . . . . . .  - 35 -
     5.09  Indebtedness . . . . . . . . . . . . . . . . . . . . . .  - 35 -
     5.10  Litigation . . . . . . . . . . . . . . . . . . . . . . .  - 35 -
     5.11  Material Agreements  . . . . . . . . . . . . . . . . . .  - 35 -
     5.12  Taxes  . . . . . . . . . . . . . . . . . . . . . . . . .  - 35 -
     5.13  Compliance with Law  . . . . . . . . . . . . . . . . . .  - 36 -
     5.14  ERISA  . . . . . . . . . . . . . . . . . . . . . . . . .  - 36 -
     5.15  Subsidiaries . . . . . . . . . . . . . . . . . . . . . .  - 36 -
     5.16  Use of Proceeds; Margin Stock  . . . . . . . . . . . . .  - 36 -
     5.17  Government Regulation  . . . . . . . . . . . . . . . . .  - 36 -
     5.18  Hazardous Substances . . . . . . . . . . . . . . . . . .  - 36 -
     5.19  Patents, Franchises, etc . . . . . . . . . . . . . . . .  - 37 -
     5.20  Solvency . . . . . . . . . . . . . . . . . . . . . . . .  - 37 -
     5.21  Investments  . . . . . . . . . . . . . . . . . . . . . .  - 37 -

SECTION 6

                           AFFIRMATIVE COVENANTS  . . . . . . . . .  - 37 -
     6.01  Information Covenants  . . . . . . . . . . . . . . . . .  - 37 -
     6.02  Preservation of Existence and Franchises . . . . . . . .  - 39 -
     6.03  Books, Records and Inspections . . . . . . . . . . . . .  - 39 -
     6.04  Compliance
 with Law  . . . . . . . . . . . . . . . . . .  - 40 -
     6.05  Payment of Taxes and Other Indebtedness  . . . . . . . .  - 40 -
     6.06  Insurance  . . . . . . . . . . . . . . . . . . . . . . .  - 40 -
     6.07  Maintenance of Property  . . . . . . . . . . . . . . . .  - 40 -
     6.08  Performance of Obligations . . . . . . . . . . . . . . .  - 40 -
     6.09  ERISA  . . . . . . . . . . . . . . . . . . . . . . . . .  - 40 -
     6.10  Use of Proceeds  . . . . . . . . . . . . . . . . . . . .  - 41 -
     6.11  Financial Covenants  . . . . . . . . . . . . . . . . . .  - 41 -
     6.12  Additional Subsidiaries  . . . . . . . . . . . . . . . .  - 42 -
     6.13 Interest Rate Protection Agreements . . . . . . . . . . .  - 42 -

SECTION 7

                             NEGATIVE COVENANTS . . . . . . . . . .  - 43 -
     7.01  Indebtedness . . . . . . . . . . . . . . . . . . . . . .  - 43 -
     7.02  Liens  . . . . . . . . . . . . . . . . . . . . . . . . .  - 44 -
     7.03  Guaranty Obligations . . . . . . . . . . . . . . . . . .  - 44 -
     7.04  Nature of Business . . . . . . . . . . . . . . . . . . .  - 44 -
     7.05  Consolidation, Merger, Sale or Purchase of Assets, etc.   - 44 -
     7.06  Advances, Investments and Loans  . . . . . . . . . . . .  - 45 -
     7.07  Prepayments of Indebtedness, etc . . . . . . . . . . . .  - 45 -
     7.08  Transactions with Affiliates . . . . . . . . . . . . . .  - 45 -
     7.09  Ownership of Subsidiaries  . . . . . . . . . . . . . . .  - 45 -

                                    - ii -







     7.10  Fiscal Year  . . . . . . . . . . . . . . . . . . . . . .  - 46 -
     7.11  Subsidiary Dividends . . . . . . . . . . . . . . . . . .  - 46 -

SECTION 8

                             EVENTS OF DEFAULT  . . . . . . . . . .  - 46 -
     8.01  Events of Default  . . . . . . . . . . . . . . . . . . .  - 46 -
     8.02  Acceleration; Remedies . . . . . . . . . . . . . . . . .  - 48 -

SECTION 9

                             AGENCY PROVISIONS  . . . . . . . . . .  - 48 -
     9.01  Appointment  . . . . . . . . . . . . . . . . . . . . . .  - 48 -
     9.02  Delegation of Duties . . . . . . . . . . . . . . . . . .  - 49 -
     9.03  Exculpatory Provisions . . . . . . . . . . . . . . . . .  - 49 -
     9.04  Reliance on Communications . . . . . . . . . . . . . . .  - 49 -
     9.05  Notice of Default  . . . . . . . . . . . . . . . . . . .  - 50 -
     9.06  Non-Reliance on Agents and Other Banks . . . . . . . . .  - 50 -
     9.07  Indemnification  . . . . . . . . . . . . . . . . . . . .  - 51 -
     9.08  Agents in their Individual Capacity  . . . . . . . . . .  - 51 -
     9.09  Successor Agent  . . . . . . . . . . . . . . . . . . . .  - 51 -

SECTION 10

                               MISCELLANEOUS  . . . . . . . . . . .  - 52 -
     10.01  Notices . . . . . . . . . . . . . . . . . . . . . . . .  - 52 -
     10.02  Right of Set-Off  . . . . . . . . . . . . . . . . . . .  - 52 -
     10.03  Benefit of Agreement  . . . . . . . . . . . . . . . . .  - 53 -
     10.04  No Waiver; Remedies Cumulative  . . . . . . . . . . . .  - 54 -
     10.05  Payment of Expenses, etc  . . . . . . . . . . . . . . .  - 55 -
     10.06  Amendments, Waivers and Consents  . . . . . . . . . . .  - 55 -
     10.07  Counterparts  . . . . . . . . . . . . . . . . . . . . .  - 55 -
     10.08  Headings  . . . . . . . . . . . . . . . . . . . . . . .  - 56 -
     10.09  Survival  . . . . . . . . . . . . . . . . . . . . . . .  - 56 -
     10.10  Governing Law; Submission to Jurisdiction; Venue  . . .  - 56 -
     10.11  Severability  . . . . . . . . . . . . . . . . . . . . .  - 56 -
     10.12  Entirety  . . . . . . . . . . . . . . . . . . . . . . .  - 56 -
     10.13  Survival  . . . . . . . . . . . . . . . . . . . . . . .  - 57 -


SCHEDULES

Schedule 2.01(a)         Schedule of Banks and Commitments
Schedule 2.02(1)         Form of Notice of Borrowing
Schedule 2.02(2)         Form of Notice of Conversion
Schedule 2.06            Form of Committed Revolving Note
Schedule 2.07(d)         Form of Swingline Note
Schedule 2.08(b)         Form of Competitive Bid Request
Schedule 2.08(b)-2       Form of Notice of Competitive Bid Request
Schedule 2.08(c)         Form of Competitive Bid
Schedule 2.08(d)         Form of Competitive Bid Accept/Reject Letter
Schedule 2.08(h)         Form of Competitive Loan Note

                                     - iii -







Schedule 4.01(b)(1) Form of Legal Opinion of Drew St.J. Carneal, Esq.
Schedule 4.01(b)(2) Form of Legal Opinion of Hunton & Williams
Schedule 5.09       Schedule of Outstanding Indebtedness
Schedule 5.10       Schedule of Legal Proceedings
Schedule 5.15       Schedule of Subsidiaries
Schedule 5.18       Schedule of Environmental Exceptions
Schedule 6.01(c)    Schedule of Borrowing Base Certificate
Schedule 6.01(d)    Form of Officer's Compliance Certificate
Schedule 6.06       Schedule of Insurance
Schedule 6.12       Form of Joinder Agreement
Schedule 7.02       Schedule of Permitted Liens
Schedule 10.03      Form of Assignment and Acceptance Agreement



                                     - iv -


                              CREDIT AGREEMENT

     THIS  CREDIT AGREEMENT  dated  as  of  April  29,  1994  (the  "Credit
Agreement"), is by  and among  O&M HOLDING, INC.,  a Virginia  corporation,
which  is expected  to change  its name to  Owens &  Minor, Inc.  after the
Initial  Funding  Date  (the   "Borrower"),  CERTAIN  OF  ITS  SUBSIDIARIES
identified as a "Guarantor" in the definition  thereof and on the signature
pages  hereto   (hereinafter  sometimes  referred  to   individually  as  a
"Guarantor" and  collectively as the  "Guarantors"), the various  banks and
lending  institutions  identified on  the  signature pages  hereto  (each a
"Bank" and collectively, the "Banks"), NATIONSBANK OF NORTH  CAROLINA, N.A.
as agent  (in  such  capacity,  the  "Agent"  or  "Administrative  Agent"),
CHEMICAL  BANK and CRESTAR  BANK as co-agents  (in such  capacity, the "Co-
Agents") and NATIONSBANK  OF NORTH CAROLINA, N.A.,  as administrative agent
for the Banks (in such capacity, the "Administrative Agent").

                            W I T N E S S E T H

     WHEREAS,  the  Borrower  has  requested  that   the  Banks  provide  a
$350,000,000 credit facility for the purposes hereinafter set forth;

     WHEREAS, the Banks have  agreed to make the requested  credit facility
available  to the  Borrower,  and the  Agents  have accepted  their  duties
hereunder, all on the terms and conditions hereinafter set forth;

     NOW,  THEREFORE, IN CONSIDERATION of  the premises and  other good and
valuable  consideration, the  receipt and  sufficiency of  which is  hereby
acknowledged, the parties hereto agree as follows:


                                 SECTION 1

                      DEFINITIONS AND ACCOUNTING TERMS

     1.01 Definitions.  As used herein, the following  terms shall have the
meanings herein specified  unless the context otherwise  requires.  Defined
terms herein shall  include in the  singular number the  plural and in  the
plural the singular:

          "Additional  Credit  Party"  means  each Person  that  becomes  a
     Guarantor after the Closing Date.

          "Adjusted Eurodollar Rate" means for the Interest Period for each
     Eurodollar  Loan  comprising part  of  the  same borrowing  (including
     conversions, extensions and renewals), a per annum interest rate equal
     to the rate obtained by  dividing (a) the rate of interest  determined
     by the  Administrative Agent to be the  average (rounded upward to the
     nearest whole multiple of 1/16 of 1% per annum, if such average is not
     such  a multiple)  of the per  annum rates  at which  deposits in U.S.

                                   - 1 -


     dollars  are  offered to  the  Administrative Agent  in  the interbank
     eurodollar market at 11:00  A.M. (Charlotte, North Carolina time)  (or
     as soon thereafter as  is practicable), in each case two Business Days
     before  the  first  day   of  such  Interest  Period,  in   an  amount
     substantially equal  to such Eurodollar  Loan comprising part  of such
     borrowing (including  conversions, extensions and renewals)  and for a
     period equal to such Interest Period by (b) a percentage equal to 100%
     minus  the  Adjusted  Eurodollar  Rate  Reserve  Percentage  for  such
     Interest  Period.  As  used herein, "Adjusted  Eurodollar Rate Reserve
     Percentage"  for   the  Interest  Period  for   each  Eurodollar  Loan
     comprising  part  of   the  same  borrowing   (including  conversions,
     extensions and renewals), means the percentage applicable two Business
     Days  before the first day  of such Interest  Period under regulations
     issued from  time to  time by  the Board of  Governors of  the Federal
     Reserve  System (or any successor) for determining the maximum reserve
     requirement   (including,   without    limitation,   any    emergency,
     supplemental or other marginal reserve  requirement) for a member bank
     of the  Federal  Reserve  System in  New  York City  with  respect  to
     liabilities consisting of or including  "eurocurrency liabilities", as
     such term  is defined in  Regulation D (or  with respect to  any other
     category of liabilities which includes  deposits by reference to which
     the interest rate  on Eurodollar  Loans is determined)  having a  term
     equal to the Interest  Period for which such Adjusted  Eurodollar Rate
     Reserve Percentage is determined.

          "Adjusted Net Worth" means,  with respect to any Guarantor  as of
     any  date  of  determination thereof,  the  excess  of  (i) the  "fair
     valuation"  of such Guarantor's property or the amount of the "present
     fair saleable value"  of the assets of such Guarantor  as of such date
     of determination, over (ii) the amount of all "debts" or "liabilities,
     contingent  or  otherwise",  of such  Guarantor  as  of  such date  of
     determination,  as such  quoted  or similar  terms  are determined  in
     accordance   with   applicable  Federal   and  state   laws  governing
     determinations  of  the insolvency  of  debtors.   In  determining the
     Adjusted  Net Worth of any  Guarantor for purposes  of calculating the
     Maximum  Guaranteed  Amount  for  such  Guarantor  in respect  of  any
     Extension of Credit,  the liabilities of such Guarantor to  be used in
     such determination pursuant to  clause (ii) of the preceding  sentence
     shall in any event include the liabilities of such Guarantor hereunder
     in respect  of all Extensions  of Credit other  than the Extension  of
     Credit in respect of which such calculation is being made.

          "Administrative  Agent" means  the administrative  agent for  the
     Banks  under this  Credit Agreement  as identified  in the  recital of
     parties hereinabove, and any successors and assigns in such capacity.

          "Administrative Agent's Fee  Letter" means  the letter  agreement
     dated as of February 15, 1994 between the Administrative Agent and the
     Borrower, as amended, modified, supplemented or  replaced from time to
     time.



                                    - 2 -


          "Administrative  Agent's  Fees" means  such  term  as defined  in
     Section 2.11(c).

          "Affiliate" means, with respect  to any Person, any  other Person
     directly  or indirectly controlling (including but  not limited to all
     directors  and officers of such Person), controlled by or under direct
     or indirect common control with such Person.  A Person shall be deemed
     to  control  a  corporation  if such  Person  possesses,  directly  or
     indirectly, the power (i) to vote 10% or more of the securities having
     ordinary  voting  power  for  the  election  of  directors  of    such
     corporation or (ii) to direct or cause direction of the management and
     policies of such corporation, whether  through the ownership of voting
     securities, by contract or otherwise.

          "Agent" means the agent for the Banks under this Credit Agreement
     as  identified  in   the  recital  of  parties  hereinabove,  and  any
     successors and assigns in such capacity.

          "Agents" means,  collectively, the  Agent, the Co-Agents  and the
     Administrative Agent.

          "Applicable Federal Funds Rate"  means, for any day, a  per annum
     rate equal  to the sum  of (i)  the rate  at which  Federal funds  are
     offered to the Swingline Lender on an overnight basis as determined by
     such Swingline Lender, plus (ii) one-eighth of one percent (1/8%).

          "Applicable Margin" means such term as defined in Section 2.05.


          "Approving Bank" means such term as defined in Section 2.01.

          "Bankruptcy  Code" means the Bankruptcy  Code in Title  11 of the
     United States Code,  as amended, modified, succeeded or  replaced from
     time to time.

          "Base  Rate"  means,  for any  day,  a  rate  per annum  (rounded
     upwards, if  necessary, to the nearest  whole multiple of 1/16  of 1%)
     equal to the greater of (a) the Federal Funds Effective Rate in effect
     on such  day plus 1/2 of  1% or (b) the  Prime Rate in  effect on such
     day.  If for any reason the Administrative Agent shall have determined
     (which determination  shall be conclusive absent  manifest error) that
     it is  unable to ascertain  the Federal  Funds Effective Rate  for any
     reason, including the  inability of the Administrative Agent to obtain
     sufficient quotations  in accordance with  the terms hereof,  the Base
     Rate  shall be determined  without regard to  clause (a) of  the first
     sentence  of this  definition until the  circumstances giving  rise to
     such  inability no longer exist.  Any change in the Base Rate due to a
     change in  the Prime Rate or the Federal Funds Effective Rate shall be
     effective on  the effective date of  such change in the  Prime Rate or
     the Federal Funds Effective Rate, respectively.


                                   - 3 -


          "Base Rate Loan"  means a Loan which bears  interest based on the
     Base Rate.

          "Borrower" means O&M Holding, Inc., a Virginia corporation (to be
     renamed Owens & Minor, Inc. after the Initial Funding Date).

          "Borrowing Base" means, at  any time, the sum of  85% of Eligible
     Receivables plus 50% of Eligible Inventory.

          "Business Day" means any  day other than a Saturday, a  Sunday, a
     legal  holiday  or a day  on which banking institutions are authorized
     by  law or other governmental  action to close  in Richmond, Virginia,
     Charlotte, North  Carolina or New York,  New York; except  that in the
     case of  Eurodollar Loans, such  day is also  a day on  which dealings
     between banks  are carried on  in U.S.  dollar deposits in  the London
     interbank market.

          "Capital Expenditures" means all expenditures which in accordance
     with generally  accepted accounting principles would  be classified as
     capital expenditures, including without limitation Capitalized Leases.

          "Capitalized Lease" means any  lease the payments and obligations
     with  respect  to  which  would  be  required  to  be  capitalized  in
     accordance with generally accepted accounting principles.

          "Cash Equivalents"  means (i)  securities issued or  directly and
     fully  guaranteed or insured  by the United  States of  America or any
     agency or instrumentality  thereof (provided that  the full faith  and
     credit  of the United States of America is pledged in support thereof)
     having  maturities of  not more  than twelve  months from the  date of
     acquisition, (ii)  U.S. dollar denominated (or  foreign currency fully
     hedged)  time  deposits,  certificates  of  deposit,  Eurodollar  time
     deposits  and Eurodollar certificates  of deposit of  (y) any domestic
     commercial  bank of recognized standing  having capital and surplus in
     excess of  $250,000,000 or  (z) any  bank whose  short-term commercial
     paper  rating from S&P  is at least  A-1 or the  equivalent thereof or
     from Moody's is at least P-1 or the equivalent thereof  (any such bank
     being  an "Approved Bank"),  in each case with  maturities of not more
     than 364 days from the date of acquisition, (iii) commercial paper and
     variable or  fixed rate notes issued  by any Approved Bank  (or by the
     parent  company  thereof) or  any variable  rate  notes issued  by, or
     guaranteed  by any domestic  corporation rated A-1  (or the equivalent
     thereof) or better by S&P or P-1 (or the equivalent thereof) or better
     by  Moody's and maturing within six  months of the date of acquisition
     and (iv) repurchase agreements with a bank or trust company (including
     a Bank) or a  recognized securities dealer having capital  and surplus
     in  excess of $500,000,000 for  direct obligations issued  by or fully
     guaranteed by the United States of America in which the Borrower shall
     have a perfected first priority security interest (subject to no other
     liens or encumbrances) and having, on the date of purchase  thereof, a
     fair  market value of  at least 100%  of the amount  of the repurchase
     obligations.

                                    - 4 -


          "Change of Control"  means (i) any Person or  two or more Persons
     acting in  concert shall have acquired  beneficial ownership, directly
     or  indirectly, of Voting Stock  of the Borrower  (or other securities
     convertible  into such Voting Stock)  representing 35% or  more of the
     combined voting power of all Voting Stock of the Borrower, (ii) during
     any  period of  up  to 24  consecutive  months, commencing  after  the
     Closing Date, individuals who at the beginning of such 24 month period
     were directors of the Borrower cease  to constitute a majority of  the
     board of  directors  of the    Borrower and  such  event is  a  result
     (directly  or  indirectly) of  the acquisition  of 5%  or more  of the
     combined voting power  of the Voting Stock by a  Person or Persons who
     did  not own at least 5%  or more of the combined  voting power of the
     Voting  Stock  as  of the  Closing  Date  (specifically excluding  for
     purposes of  this clause (ii) the  effect of conversion of  all or any
     portion  of the convertible preferred stock held by the Hillman family
     on  the Closing  Date), or  (iii) any  Person or  two or  more Persons
     acting in concert  shall have  acquired by contract  or otherwise,  or
     shall  have  entered  into  a  contract  or   arrangement  that,  upon
     consummation, will result in its or their acquisition of, control over
     Voting  Stock of  the Borrower  (or other securities  convertible into
     such securities) representing 35% or more of the combined voting power
     of all  Voting Stock of  the Borrower.   As  used herein,  "beneficial
     ownership"  shall have  the  meaning provided  in  Rule 13d-3  of  the
     Securities and  Exchange Commission under the  Securities and Exchange
     Act of 1934.

          "Closing Date" means the  date on which the conditions  set forth
     in Section 4.01 shall have been fulfilled.

          "Co-Agent" means  the co-agents for  the Banks under  this Credit
     Agreement  as identified  and defined  in the  recital of  the parties
     hereinabove, and any successors and assigns in such capacity.

          "Code" means the Internal  Revenue Code of 1986, as  amended from
     time to time.

          "Commitment" means the commitments of the Banks to make Committed
     Revolving Loans, of the  Swingline Lender to make Swingline  Loans and
     of  the Banks  to purchase  participation interests  in the  Swingline
     Loans.

          "Commitment Fee" means such term as defined in Section 2.11(b).

          "Committed Revolving  Loan" means a  contractual revolving credit
     loan made by the Banks pursuant to the provisions of Section 2.01.

          "Committed  Revolving Note"  means  the promissory  notes of  the
     Borrower  in favor  of  each of  the  Banks evidencing  the  Committed
     Revolving  Loans provided  pursuant to  Section 2.06,  individually or
     collectively, as appropriate, as such promissory notes may be amended,
     modified,  supplemented, extended,  renewed or  replaced from  time to
     time.

                                   - 5 -


          "Competitive Bid" means an offer by a Bank to make a  Competitive
     Loan pursuant to the terms of Section 2.08.

          "Competitive Bid Rate" means, as to any Competitive Bid made by a
     Bank in accordance with the provisions of Section 2.08, the fixed rate
     of interest offered by the Bank making the Competitive Bid.

          "Competitive Bid  Request" means  a request  by the  Borrower for
     Competitive Bids in accordance with the provisions of Section 2.08.

          "Competitive  Bid  Request  Fee"  means  the  administrative  fee
     payable  to the  Administrative Agent,  if any,  in connection  with a
     Competitive Bid Request as provided in  the Administrative Agent's Fee
     Letter.

          "Competitive Loan" means a loan made by a  Bank in its discretion
     pursuant to the provisions of Section 2.08.

          "Competitive Loan Banks"  means, at any  time, those Banks  which
     have Competitive Loans outstanding.

          "Competitive Loan Maximum Amount"  means such term as  defined in
     Section 2.08.

          "Competitive  Loan  Note"  means  the  promissory  notes  of  the
     Borrower  in favor of the  Banks evidencing the  Competitive Loans, if
     any,   provided   pursuant   to  Section   2.08(h),   individually  or
     collectively, as appropriate, as such promissory notes may be amended,
     modified,  supplemented, extended,  renewed or  replaced from  time to
     time.

          "Consistent Basis"  or "consistent  basis" means, with  regard to
     the  application  of  accounting  principles,   accounting  principles
     consistent  in all  material respects  with the  accounting principles
     used and applied in preparation of the financial statements previously
     delivered to the Banks and referred to in Section 5.06.

          "Consolidated  Borrower   Group"  means  the  Borrower   and  its
     Restricted Subsidiaries.

          "Consolidated   Current  Assets"   means  as   of  the   date  of
     determination  thereof  the total  amount  of  current  assets of  the
     Borrower  and  its Restricted  Subsidiaries  on  a consolidated  basis
     determined   in   accordance   with  generally   accepted   accounting
     principles.

          "Consolidated  Current  Liabilities"  means  as of  the  date  of
     determination thereof the  total amount of current  liabilities of the
     Borrower  and  its Restricted  Subsidiaries  on  a consolidated  basis
     determined   in   accordance   with  generally   accepted   accounting
     principles.

                                    - 6 -



          "Consolidated  Current Ratio"  means, at any  time, the  ratio of
     Consolidated Current Assets to Consolidated Current Liabilities.

          "Consolidated Fixed  Charges" means,  for  the applicable  period
     ending as of a Determination Date, the sum of (i) all Interest Expense
     on all Indebtedness during  such period, (ii) all Rentals  (other than
     Rentals  on Capitalized Leases to the extent such Rentals are included
     in Interest Expense  or as a current  maturity of a  Capitalized Lease
     under  subsection  (iii) hereof)  payable  during  such period,  (iii)
     current  maturities   of  Funded   Debt  and  current   maturities  of
     Capitalized  Leases as  of  such  Determination  Date,  and  (iv)  all
     dividends paid in  cash or  property and redemptions  made of  capital
     stock (other than dividends  paid to, or redemptions of  capital stock
     owned by, the Borrower or a wholly-owned Restricted Subsidiary) during
     such  period, in  each  case  for  the  Borrower  and  its  Restricted
     Subsidiaries  on a  consolidated basis  determined in  accordance with
     generally accepted accounting principles.

          "Consolidated Net Income" means, for the applicable period ending
     as of  a Determination Date,  the net income  of the Borrower  and its
     Restricted Subsidiaries for such  period, determined on a consolidated
     basis in accordance with generally accepted accounting principles, but
     excluding for purposes of determining compliance with the Fixed Charge
     Coverage Ratio in Section 6.11(d) hereof:

               (a)  any extraordinary  gains or losses on the  sale or
          other disposition of assets, and any taxes  on such excluded
          gains  and any tax deductions  or credits on  account of any
          such excluded losses;

               (b)  restructuring    costs    associated   with    the
          acquisition of  Stuart Medical,  which  shall include  those
          costs   associated  with  the   restructuring  of  corporate
          administrative functions, including  without limitation  the
          closure   of  certain  Owens   &  Minor,  Inc.  distribution
          facilities,   employee   relocation  and   termination,  and
          writedown of certain  software, in an  amount not to  exceed
          $24,000,000 in the aggregate;

               (c)  the proceeds of any life insurance policy;

               (d)   net earnings of any business entity (other than a
          Restricted  Subsidiary)   in  which  the  Borrower   or  any
          Restricted Subsidiary has an ownership interest unless  such
          net  earnings  shall  have  actually been  received  by  the
          Borrower or  such Restricted Subsidiary in the  form of cash
          distributions; and

               (e)   any portion of the net earnings of any Restricted
          Subsidiary which  for any reason is  unavailable for payment
          of  dividends  to  the  Borrower  or  any  other  Restricted
          Subsidiary.

                                  - 7 -


          "Consolidated Net Income Available  for Fixed Charges" means, for
     the applicable  period ending as of  a Determination Date,  the sum of
     Consolidated Net Income

               plus (to the extent deducted in determining Consolidated Net
          Income) (i) all provisions for any Federal, state or other income
          taxes,  (ii)  depreciation,   amortization  and  other   non-cash
          charges, including  without limitation any accrual  necessary for
          purposes of conforming with Financial Accounting Standards  Board
          Statement Number 106 (as defined by generally accepted accounting
          principles)  to  the  extent  that the  accrued  portion  thereof
          constitutes a  non-cash charge, (iii) Interest  Expense, and (iv)
          all Rentals  (but without duplication for  the interest component
          under  the Capitalized Leases to the  extent included in Interest
          Expense),

               minus (v) all Capital Expenditures,

     for  the Borrower  and its Restricted  Subsidiaries on  a consolidated
     basis  determined  in  accordance with  generally  accepted accounting
     principles.

          "Consolidated Net Worth" means total stockholders' equity for the
     Borrower  and its Restricted  Subsidiaries on a  consolidated basis as
     determined   in  accordance   with   generally   accepted   accounting
     principles.

          "Consolidated  Tangible  Net  Worth"  means  total  stockholders'
     equity minus goodwill, patents,  trade names, trade marks, copyrights,
     franchises, organizational expense, deferred assets other than prepaid
     insurance  and prepaid  taxes and  such other  assets as  are properly
     classified as "intangible assets", for the Borrower and its Restricted
     Subsidiaries  on a consolidated basis as determined in accordance with
     generally accepted accounting principles.

          "Consolidated  Total   Capitalization"  means  the  sum   of  (i)
     Consolidated Total Debt plus (ii) Consolidated Net Worth.

          "Consolidated Total Debt" means  all Indebtedness of the Borrower
     and its Restricted Subsidiaries on a  consolidated basis determined in
     accordance with generally accepted accounting principles.

          "Controlled   Group"   means   (i)  the   controlled   group   of
     corporations  as defined  in  Section  414(b)  of  the  Code  and  the
     applicable regulations  thereunder,  or (ii)  the group  of trades  or
     businesses  under common control as  defined in Section  414(c) of the
     Code and  the applicable regulations thereunder, of which the Borrower
     is a part or may become a part.

          "Credit Documents"  means this  Credit Agreement, the  Notes, any
     Joinder  Agreement  and all  other  related  agreements and  documents


                                    - 8 -

     issued or  delivered hereunder  or  thereunder or  pursuant hereto  or
     thereto.

          "Credit Party" means any of the Borrower and the Guarantors.

          "Default"  means any event, act or condition which with notice or
     lapse of time, or both, would constitute an Event of Default.

          "Determination Date" means the last day of  each quarterly fiscal
     period of the Borrower.

          "Disapproving Bank" means such term as defined in Section 2.01.

          "Eligible Assignee" means any Bank or Affiliate or  subsidiary of
     a  Bank;  and any  other  commercial  bank,  financial institution  or
     "accredited investor" (as  defined in Regulation  D of the  Securities
     and Exchange  Commission) with combined  capital surplus in  excess of
     $500,000,000 reasonably acceptable to the Administrative Agent and the
     Borrower.

          "Eligible Inventory" means, as of  any date of determination, the
     aggregate  net book value of all inventory  of the Credit Parties on a
     consolidated  basis after  deducting  allowances or  reserves relating
     thereto, as shown on the books and records of such Credit Parties.

          "Eligible Receivables" means as of any date of determination, the
     aggregate  net  book  value  of  all  accounts,  accounts  receivable,
     receivables, and  obligations for payment created or  arising from the
     sale  of inventory or the rendering of services in the ordinary course
     of  business  (hereinafter  sometimes  referred  to  collectively   as
     "Receivables"),  owned  by  or  owing  to  the  Credit  Parties  on  a
     consolidated basis  after deducting  allowances  or reserves  relating
     thereto, as shown on the books and records of such Credit Parties.

          "Equity  Transaction"  means  such  term as  defined  in  Section
     6.11(b).

          "ERISA"  means the  Employee  Retirement Income  Security Act  of
     1974,  as amended from time  to time, and  the regulations promulgated
     and the rulings issued thereunder.

          "ERISA Affiliate" means  each person (as defined in  Section 3(9)
     of  ERISA) which  together with  the Borrower,  any Subsidiary  of the
     Borrower  or member of the Consolidated Borrower Group would be deemed
     to be  a member of the  same "controlled group" within  the meaning of
     Section 414(b), (c), (m) or (o) of the Code.

          "Eurodollar  Loan" means a Loan which bears interest based on the
     Adjusted Eurodollar Rate.

          "Event of Default" has the meaning specified in Section 8.


                                   - 9 -


          "Extension of Credit" means any Loan advance.

          "Fed  Funds Swingline  Loan" means  a Loan  which bears  interest
     based on the Applicable Federal Funds Rate.

          "Federal Funds Effective  Rate" means, for any day,  the weighted
     average  of the  rates on  overnight Federal  funds  transactions with
     members of the  Federal Reserve Bank of New York, or,  if such rate is
     not so  released for any day  which is a Business  Day, the arithmetic
     average (rounded upwards to the next 1/100th  of 1%), as determined by
     the  Administrative Agent,  of  the quotations  for  the day  of  such
     transactions received  by the Administrative Agent  from three Federal
     funds brokers of recognized standing selected by it.

          "Fees" means all fees payable pursuant to Section 2.11.

          "Fitch" means  Fitch Investors  Service, Inc., and  any successor
     thereof.

          "Fixed Charge Coverage Ratio" means the ratio of Consolidated Net
     Income Available for Fixed Charges to Consolidated Fixed Charges.

          "Fixed  Rate Loan" means a Competitive Loan bearing interest at a
     fixed percentage rate  per annum  as provided in  accordance with  the
     provisions of Section 2.08.

          "Funded Debt" means, for any Person, (i) all Indebtedness of such
     Person for borrowed  money or  which has been  incurred in  connection
     with the acquisition of  assets, in each case having  a final maturity
     of one  or more  years from the  date of origin  thereof (or  which is
     renewable  or extendible at the option of  the obligor for a period or
     periods  more  than  one year  from  the  date  of  origin), (ii)  all
     Capitalized  Lease obligations for such Person, and (iii) all Guaranty
     Obligations by  such Person  of Funded Debt  of others.   Funded  Debt
     shall include, without duplication, payments in respect of Funded Debt
     which constitute  current liabilities  of the obligor  under generally
     accepted accounting principles.

          "Generally Accepted Accounting Principles" or "generally accepted
     accounting  principles" means generally accepted accounting principles
     at the  time in  the United  States.   Except  as otherwise  expressly
     provided,  all references to  generally accepted accounting principles
     shall be applied on a consistent basis.

          "Governmental  Authority"  means  any Federal,  state,  local  or
     foreign  court or  governmental agency, authority,  instrumentality or
     regulatory body.

          "Guarantor" means those corporations and entities identified as a
     "Guarantor"  on the signature pages hereto, being Owens & Minor, Inc.,
     a  Virginia corporation which is expected to change its name after the
     Initial  Funding Date to Owens & Minor Medical, Inc., National Medical

                                 - 10 -


     Supply Corporation, a Delaware corporation, Owens & Minor West,  Inc.,
     a  California corporation,  Koley's Medical  Supply, Inc.,  a Nebraska
     corporation, Lyons  Physician Supply Company, an  Ohio corporation, A.
     Kuhlman & Company, a Michigan corporation, and Stuart Medical, Inc., a
     Pennsylvania corporation;  and each Additional Credit  Party which has
     executed a Joinder Agreement.

          "Guaranty   Obligations"  means   any  obligations   (other  than
     endorsements in the ordinary course of business  of negotiable instru-
     ments for deposit or collection) guaranteeing or intended to guarantee
     any Indebtedness,  leases, dividends or other obligations of any other
     Person  in  any manner,  whether  direct  or indirect,  and  including
     without limitation any obligation,  whether or not contingent,  (i) to
     purchase any  such Indebtedness or  other obligation  or any  property
     constituting  security therefor, (ii)  to advance or  provide funds or
     other  support for  the payment  or purchase  of such  indebtedness or
     obligation or to  maintain working capital, solvency  or other balance
     sheet  condition of  such other  Person (including  without limitation
     keep  well agreements  and capital  maintenance agreements),  (iii) to
     lease or purchase property,  securities or services primarily for  the
     purpose of assuring the owner of such  Indebtedness or  obligation, or
     (iv)   to  otherwise  assure  or  hold  harmless  the  owner  of  such
     Indebtedness  or obligation  against  loss in  respect  thereof.   The
     amount  of Guaranty  Obligations hereunder  shall be  deemed to  be an
     amount  equal to the stated or determinable amount of the Indebtedness
     or obligation in respect of which such Guaranty Obligation is made or,
     if  not stated  or  determinable, the  maximum reasonably  anticipated
     amount in respect thereof  (assuming such other Person is  required to
     perform thereunder) as determined in good faith.

          "Hygeia Notes" means such term as defined in Section 7.07.

          "Indebtedness"  means without  duplication, (i)  all indebtedness
     for  borrowed money,  (ii) the  deferred purchase  price of  assets or
     services  which  in  accordance  with  generally  accepted  accounting
     principles would  be shown to be a liability (on the liability side of
     a  balance sheet),  (iii) all Guaranty  Obligations, (iv)  the maximum
     stated amount of all letters of credit issued or acceptance facilities
     established for the  account of such Person  and, without duplication,
     all  drafts  drawn  thereunder  (other  than  letters  of  credit  (x)
     supporting other Indebtedness of  the Borrower or a Subsidiary  or (y)
     offset by  a like amount of  cash or government securities  pledged or
     held in escrow to secure such letter  of credit and draws thereunder),
     (v)  all  Capitalized  Lease  obligations, (vi)  all  Indebtedness  of
     another Person  secured by any Lien on any property of the Borrower or
     a  Restricted Subsidiary,  whether or not  such Indebtedness  has been
     assumed,  in an  amount not  to exceed  the fair  market value  of the
     property  of  the  Borrower  or Restricted  Subsidiary  securing  such
     Indebtedness,  (vii)  all  obligations  under  take-or-pay or  similar
     arrangements  or   under  interest  rate,  currency,   or  commodities
     agreements,  and  (viii) indebtedness  created  or  arising under  any
     conditional  sale  or  title  retention  agreement;  but  specifically

                                    - 11 -


     excluding  from  the foregoing  trade  payables  and accrued  expenses
     arising or incurred in the ordinary course of business.

          "Initial  Funding Date" means the date on which the conditions to
     initial  funding  set forth  in Section  4.02  hereof shall  have been
     fulfilled (or waived) and on which the initial Loan advance shall have
     been made.

          "Initial Interest  Rate  Period" means  such term  as defined  in
     Section 2.05.

          "Interest  Determination  Date" means  such  term  as defined  in
     Section 2.05.

          "Interest Expense"  means, for any period,  all interest expense,
     including the  amortization  of  debt discount  and  premium  and  the
     interest component under Capitalized  Leases, determined in accordance
     with generally accepted accounting principles.

          "Interest Payment Date" means (i) as to Prime Loans and Fed Funds
     Swingline Loans, the last day of each month, the date of repayment and
     on the Termination Date and (ii) as to Eurodollar Loans and Fixed Rate
     Loans, on the last day of each Interest Period for such Loan, the date
     of repayment  and on the Termination  Date, and in  addition where the
     applicable  Interest Period  is more  than 3  months, in  the  case of
     Eurodollar Loans, then also on the date 3 months from the beginning of
     the  Interest Period, and  each 3 months  thereafter.   If an Interest
     Payment  Date  falls on  a  date which  is  not a  Business  Day, such
     Interest  Payment Date  shall  be deemed  to  be the  next  succeeding
     Business Day, except  that in the case  of Eurodollar Loans  where the
     next succeeding Business  Day falls  in the  next succeeding  calendar
     month, then on the next preceding day.

          "Interest  Period" means (i) as  to Eurodollar Loans generally, a
     period of  one, two,  three or  six months' duration,  and also  as to
     Eurodollar  Loans of up to  $25,000,000, a period  of 7-days' duration
     (provided that no  more than one such Committed Revolving  Loan with a
     7-day Interest Period may be outstanding at any time), as the Borrower
     may elect,  commencing in  each  case, on  the date  of the  borrowing
     (including conversions, extensions and renewals) and  (ii) as to Fixed
     Rate Loans,  a period beginning on  the date of advance  and ending on
     the date specified in the respective Competitive Bid whereby the offer
     to make such  Fixed Rate Loan  was extended, which  shall be not  less
     than  7 days' nor more than  30 days' duration; provided, however, (A)
     if any Interest Period would end on a day which is not a Business Day,
     such Interest Period shall be extended to the next succeeding Business
     Day  (except  that in  the case  of  Eurodollar Loans  where  the next
     succeeding Business Day  falls in the next  succeeding calendar month,
     then on the next preceding Business Day), (B) no Interest Period shall
     extend beyond  the Termination Date and (C)  in the case of Eurodollar
     Loans, where an Interest Period begins on  a day for which there is no
     numerically  corresponding  day in  the  calendar month  in  which the

                                   - 12 -


     Interest Period is to end, such Interest Period shall end  on the last
     day of such calendar month.

          "Joinder  Agreement" means  a Joinder Agreement  substantially in
     the  form of  Schedule  6.12  hereto  executed  and  delivered  by  an
     Additional Credit Party  in accordance with the provisions  of Section
     6.12. 

          "Lien" means  any  mortgage, pledge,  hypothecation,  assignment,
     deposit arrangement, security  interest, encumbrance, lien  (statutory
     or  otherwise) or charge of any  kind (including any agreement to give
     any  of the foregoing, any  conditional sale or  other title retention
     agreement, any financing  or similar statement  or notice filed  under
     the  Uniform Commercial Code as adopted and  in effect in the relevant
     jurisdiction or  other similar  recording or notice  statute, and  any
     lease  in the  nature thereof)  securing or  purporting to  secure any
     Indebtedness.

          "Loan"  means  a Committed  Revolving  Loan,  a Competitive  Loan
     and/or Swingline Loan, as appropriate.

          "Material Adverse Effect" means a material  adverse effect on (i)
     the  operations  or  financial  condition  of  the  Borrower  and  its
     Restricted Subsidiaries, or  of the Borrower and its  Subsidiaries, in
     each case  taken as  a  whole, (ii)  the ability  of  the Borrower  or
     Guarantors to  perform their respective obligations  under this Credit
     Agreement, or  (iii)  the validity  or enforceability  of this  Credit
     Agreement, or  any of the other  Credit Documents, in each  case as to
     the  obligations of  the  Borrower  or  the  Guarantors  hereunder  or
     thereunder,  or  the rights  and remedies  of  the Banks  hereunder or
     thereunder.

          "Maximum  Guaranteed Amount" means,  for any Guarantor  as of the
     date  of determination thereof,  the sum of  (i) with respect  to each
     Extension of Credit  (or portion  thereof) the proceeds  of which  are
     used to make a Valuable Transfer to such Guarantor, the amount of such
     Extension of Credit (or  such portion thereof) plus (ii)  with respect
     to each Extension of Credit (or portion thereof) the proceeds of which
     are not used to make a Valuable Transfer to such Guarantor, the lesser
     of (a)  the outstanding amount  of such Extension  of Credit (or  such
     portion thereof) as of such date or (b) the greater of (1) ninety-five
     percent (95%)  of the Adjusted Net Worth of such Guarantor at the time
     of such Extension  of Credit or (2)  ninety-five percent (95%) of  the
     Adjusted Net Worth of such Guarantor at the earliest of (A) such date,
     (B) the  date of commencement of  a case under the  Bankruptcy Code in
     which  such Guarantor is a debtor or  (C) the date enforcement of such
     Guarantor's obligations under Section 3 is sought.

          "Moody's"   means  Moody's  Investors   Service,  Inc.,  and  any
     successor thereof.

                                - 13 -


          "Multiemployer  Plan"  means  at  any time  an  employee  pension
     benefit  plan within  the meaning  of Section  4001(a)(3) of  ERISA to
     which any member of the Controlled Group is then making or accruing an
     obligation to make contributions or has within the preceding five plan
     years  made contributions,  including  for these  purposes any  Person
     which ceased to be a  member of the Controlled Group during  such five
     year period.

          "NationsBank" means  NationsBank of  North Carolina, N.A.  or its
     successor.

          "Non-Guarantor  Subsidiaries" means Subsidiaries  of the Borrower
     which are not Guarantors, as referenced in Section 6.12.

          "Note"  or  "Notes"  means  the Committed  Revolving  Notes,  the
     Competitive  Loan Notes  and/or  the Swingline  Note, individually  or
     collectively, as appropriate.

          "Notice of  Borrowing" shall  have  such meaning  as provided  in
     Sections 2.02(a) and Section 2.07(b).

          "Notice of Conversion"  shall have  such meaning  as provided  in
     Section 2.03.

          "Obligations"  means, without duplication, all of the obligations
     of the Borrower or other Credit Party to the Banks, the Administrative
     Agent and the Co-Agents (including the obligations to pay principal of
     and interest on the Loans, to pay and satisfy guaranty  obligations in
     respect of the Loans, to pay all Fees, to pay certain expenses and the
     obligations arising  in connection with  various indemnities) whenever
     arising, under  this Credit Agreement, the  Notes or any of  the other
     Credit Documents to  which the  Borrower or  other Credit  Party is  a
     party.

          "PBGC" means the Pension Benefit Guaranty Corporation established
     under ERISA, and any successor thereto.

          "Participation Interest"  means the extension of credit by a Bank
     by way of purchase of a participation hereunder in Committed Revolving
     Loans as provided in Section 2.20 or in Swingline Loans as provided in
     Section 2.07(b)(iii).

          "Permitted Investments" means (i) cash and Cash Equivalents, (ii)
     receivables owing  to the Borrower  or its Restricted  Subsidiaries or
     any of  its receivables  and advances to  suppliers, in  each case  if
     created,  acquired  or made  in the  ordinary  course of  business and
     payable  or dischargeable  in accordance  with customary  trade terms,
     (iii)  subject  to  the  limitations   set  out  in  Section  7.05(b),
     investments  by the Borrower and its Restricted Subsidiaries in and to
     a Credit Party, including any investment in a corporation which, after
     giving effect  to such  investment, will become  an Additional  Credit
     Party  (provided such Additional Credit  Party shall execute a Joinder

                                  - 14 -

     Agreement), (iv) loans and  advances in the usual and  ordinary course
     of  business  to  officers,   directors  and  employees  for  expenses
     (including  moving  expenses  related  to a  transfer)  incidental  to
     carrying  on the business of the Borrower or any Restricted Subsidiary
     in   an  aggregate  amount  not  to  exceed  $1,500,000  at  any  time
     outstanding, (v)  investments (including debt obligations) received in
     connection  with the  bankruptcy  or reorganization  of suppliers  and
     customers and  in settlement of  delinquent obligations of,  and other
     disputes with, customers and suppliers arising in  the ordinary course
     of  business, and (vi)  additional loan advances and/or investments of
     a nature not contemplated  by the foregoing clauses   hereof, provided
     that such  loans, advances  and/or investments  made pursuant  to this
     clause (vi) shall  not exceed  $3,000,000 in aggregate  amount at  any
     time outstanding. As used  herein, "investment" means all investments,
     in cash or by delivery of property made, directly or indirectly in any
     Person,   whether  by   acquisition  of   shares  of   capital  stock,
     indebtedness or  other obligations or  securities or by  loan advance,
     capital contribution or otherwise.

          "Permitted  Liens" means  (i)  Liens  created  by,  under  or  in
     connection with this Credit Agreement or the other Credit Documents in
     favor of the  Banks; (ii)  Liens described on  Schedule 7.02  attached
     hereto; (iii) Liens for  taxes not yet  delinquent or Liens for  taxes
     being contested  in good  faith by appropriate  proceedings for  which
     adequate reserves  determined in  accordance  with generally  accepted
     accounting  principles have  been  established (and  as  to which  the
     property subject to such lien is not yet  subject to foreclosure, sale
     or loss on account thereof); (iv) Liens in respect of property imposed
     by   law  arising  in  the   ordinary  course  of   business  such  as
     materialmen's,   mechanics',  warehousemen's  and   other  like  Liens
     provided that  such Liens secure  only amounts  not more than  30 days
     past  due  or  are  being  contested  in  good  faith  by  appropriate
     proceedings for which adequate  reserves determined in accordance with
     generally accepted accounting principles have been established (and as
     to  which the  property subject  to such  lien is  not yet  subject to
     foreclosure, sale or loss on account thereof); (v) pledges or deposits
     made   to  secure   payment   of  worker's   compensation   insurance,
     unemployment  insurance, pensions  or social  security programs;  (vi)
     Liens arising from good faith deposits in connection with or to secure
     performance  of  tenders,  statutory  obligations, surety  and  appeal
     bonds, bids,  leases, government contracts, performance and return-of-
     money bonds  and other  similar obligations incurred  in the  ordinary
     course of business (other  than obligations in respect of  the payment
     of  borrowed  money);  (vii)  easements,  rights-of-way,  restrictions
     (including zoning  restrictions), minor  defects or  irregularities in
     title and other similar  charges or encumbrances not, in  any material
     respect,  impairing the use of such property for its intended purposes
     or interfering with the  ordinary conduct of business of  the Borrower
     and  its  Subsidiaries  taken  as  a  whole;  (viii)  Liens  regarding
     operating or financing leases permitted by this Credit Agreement; (ix)
     leases  or subleases  granted  to others  in  the ordinary  course  of
     business  not interfering in any material respect with the business or

                                   - 15 -

     operations  of the  Borrower or its  Subsidiaries; (x)  purchase money
     Liens  securing purchase  money indebtedness  to the  extent permitted
     under  Section  7.01;  (xi) Liens  in  favor  of  customs and  revenue
     authorities arising  as a matter of  law to secure payment  of customs
     duties  in connection  with the  importation of  goods; and  (xii) any
     judgment lien which does not create an Event of Default  under Section
     8.01(h) of this Credit Agreement.

          "Person" means any individual, partnership, joint venture,  firm,
     corporation, limited  liability company,  association, trust  or other
     enterprise  (whether  or  not  incorporated),  or  any  government  or
     political  subdivision  or any  agency, department  or instrumentality
     thereof.

          "Plan"  means any single-employer plan as defined in Section 4001
     of ERISA, which is maintained, or at any time during the five calendar
     years  preceding the date of this Credit Agreement was maintained, for
     employees of the Borrower, any Subsidiary or an ERISA Affiliate.

          "Prime Rate" shall mean  the rate of interest per  annum publicly
     announced from time to time by NationsBank as its prime rate in effect
     at its principal office  in Charlotte, North Carolina; each  change in
     the Prime Rate shall be effective  on the date such change is publicly
     announced as effective.  The Prime Rate is not necessarily the best or
     lowest rate offered by NationsBank.

          "Ratings Services" means such term as defined in Section 2.05.

          "Regulation  D" means Regulation D  of the Board  of Governors of
     the Federal  Reserve System as  from time  to time in  effect and  any
     successor   to  all   or  a   portion  thereof   establishing  reserve
     requirements.

          "Regulation  G" means Regulation G  of the Board  of Governors of
     the Federal  Reserve System  as from  time to time  in effect  and any
     successor   to  all   or   a  portion   thereof  establishing   margin
     requirements.

          "Regulation  U" means Regulation U  of the Board  of Governors of
     the  Federal Reserve  System as from  time to  time in  effect and any
     successor   to  all   or   a  portion   thereof  establishing   margin
     requirements.

          "Regulation  X" means Regulation X  of the Board  of Governors of
     the Federal  Reserve System as  from time  to time in  effect and  any
     successor   to  all   or   a  portion   thereof  establishing   margin
     requirements.

          "Rentals" means, as  of the  date of  determination thereof,  all
     fixed payments (including  as such  all payments which  the lessee  is
     obligated to  make  to  the lessor  on  termination of  the  lease  or
     surrender of the  leased property) payable by  a Person, as  lessee or

                                  - 16 -


     sublessee  under a lease  of real or  personal property, but  shall be
     exclusive of any amounts required  to be paid by such  Person (whether
     designated as  rents or additional  rents) on account  of maintenance,
     repairs,  insurance, taxes and similar charges.  Fixed rents under any
     so-called "percentage leases" shall be computed solely on the basis of
     the  minimum  rents,  if  any,  required  to  be  paid  by the  lessee
     regardless of sales volume or gross revenues.

          "Required  Banks" means Banks  holding in the  aggregate at least
     51%  of the Commitments (other  than with respect  to Swingline Loans)
     or,  if the aggregate Commitments  have been terminated,  Banks in the
     aggregate holding at least  51% of the  principal amount of the  Loans
     then  outstanding (provided that in the case of Swingline Loans, where
     a  Mandatory Borrowing  cannot  be  made  and  the  Banks  shall  have
     purchased  a   participation  interest  in  the   Swingline  Loans  in
     accordance with the provisons of Section 2.07(b)(iii), for purposes of
     determining  the  aggregate  amount  of   Loans  owing  to  each  Bank
     hereunder, such Bank's funded  participation interest in the Swingline
     Loans  shall be  considered as  if it  were a  direct  loan and  not a
     participation interest,  and the  aggregate amount of  Swingline Loans
     owing to the Swingline Lender  shall be reduced by the amount  of such
     funded participation interests).

          "Responsible Officer"  means, with respect to  the subject matter
     of  any representation,  warranty, covenant, agreement,  obligation or
     certificate  of any Credit Party contained in or delivered pursuant to
     any  of  the  Credit  Documents,  the  President, any  Executive  Vice
     President, Senior  Vice  President, Vice  President,  Chief  Financial
     Officer,  Treasurer,   Controller,  or   any  other  officer   of  the
     Consolidated  Borrower Group  who  in the  normal  performance of  his
     operational responsibilities  would have knowledge of  such matter and
     the requirements with respect thereto.

          "Restricted  Subsidiary"   means  any  Subsidiary  (i)  which  is
     organized under  the laws of the  United States or  any State thereof;
     (ii)  which  conducts  substantially  all  of  its  business  and  has
     substantially all of its assets within the United States; and (iii) of
     which  more than  50% (by  number  of votes)  of the  Voting Stock  is
     beneficially owned, directly or indirectly, by the Borrower.

          "Revolving  Committed Amount"  means  collectively the  aggregate
     amount of all of  the Banks' commitments, and individually  the amount
     of  each  such Bank's  commitment  to make  Committed  Revolving Loans
     specified in Schedule  2.01, as such amounts may from  time to time be
     reduced in accordance with the provisions of Sections 2.10 and 2.12(b)
     hereof.

          "S&P"  means Standard  &  Poor's Corporation,  and any  successor
     thereof.

          "Stuart  Medical"  means  Stuart  Medical,  Inc.,  a Pennsylvania
     corporation.

          "Subordinated Debt" means such term as defined in Section 7.07.

                                - 17 -

          "Subsidiary" means, as  to any Person,  (i) any corporation  more
     than 50% of whose stock  of any class or  classes having by the  terms
     thereof ordinary voting power  to elect a majority of the directors of
     such  corporation (irrespective  of whether  or not  at the  time, any
     class or classes of such  corporation shall have or might have  voting
     power by  reason of the happening  of any contingency) is  at the time
     owned by such  Person directly or indirectly through Subsidiaries, and
     (ii) any  partnership, association, joint  venture or other  entity in
     which such person directly or indirectly through Subsidiaries has more
     than 50% equity interest  at any time.  Except as  otherwise expressly
     provided,  all   references  herein  to  "Subsidiary"   shall  mean  a
     Subsidiary of the Borrower.

          "Swingline Committed  Amount" means  the amount of  the Swingline
     Lender's  commitment to make  Swingline Loans as  specified in Section
     2.07(a), as such amount may from time to time be reduced in accordance
     with the provisions of Section 2.10 hereof.

          "Swingline Lender"  means NationsBank, or such other  Bank as the
     Borrower  has  requested  and as  to  which  such  requested successor
     Swingline  Lender  and  the  Required   Banks  may  agree,  and  their
     respective successors  and assigns.   There shall be no  more than one
     Swingline Lender at any time.

          "Swingline Loan" means  a swingline revolving credit loan made by
     the Swingline Lender pursuant to the provisions of Section 2.07.

          "Swingline  Note" means  the promissory note  of the  Borrower in
     favor  of  the  Swingline Lender  evidencing  the  Swingline  Loans as
     provided pursuant to Section  2.07(d), as such promissory note  may be
     amended, modified,  supplemented, extended,  renewed or  replaced from
     time to time.

          "Taxes" shall have such meaning as provided in Section 2.16.

          "Termination  Date" means such  term as defined  in Section 2.01,
     being initially April 29, 1999.

          "Threshold  Requirement" means  such term  as defined  in Section
     6.12.

          "Upfront Fee" means such term as defined in Section 2.11(a).

          "Valuable Transfer" means,  in respect of any  Guarantor, (i) all
     loans, advances or capital contributions made to or for the benefit of
     such Guarantor with  proceeds of Extensions  of Credit, (ii) all  debt
     securities or other obligations  of such Guarantor acquired from  such
     Guarantor  or retired by such Guarantor with proceeds of Extensions of
     Credit,  (iii) the  fair market  value of  all property  acquired with
     proceeds  of Extensions of Credit and  transferred, absolutely and not
     as collateral, to  such Guarantor  and (iv) all  equity securities  of
     such  Guarantor  acquired  from  such  Guarantor  with  proceeds  from
     Extensions of Credit.


                                    - 18 -


          "Voting  Stock" means the voting stock or other securities of any
     class or  classes, the holders of which are ordinarily, in the absence
     of  contingencies,  entitled to  elect  a  majority of  the  corporate
     directors (or Persons performing similar functions).

     1.02  Computation  of Time Periods.   For purposes  of computation  of
periods of time hereunder,  the word "from" means "from  and including" and
the words "to" and "until" each mean "to but excluding."

     1.03    Accounting Terms.   Accounting  terms  used but  not otherwise
defined herein  shall have the  meanings provided by,  and be  construed in
accordance  with,  generally accepted  accounting  principles.   References
herein  to  "consolidating" financial  statements  shall  mean and  include
financial statements for each business segment of the subject Person.


                                 SECTION 2

                             CREDIT FACILITIES


     2.01   Revolving Loan Commitment.   Subject to and upon  the terms and
conditions  and relying upon the representations  and warranties herein set
forth,  each Bank  severally agrees,  from time  to  time from  the Initial
Funding Date until April 29, 1999 (such date, as extended,  if extended, in
the  sole discretion of the  Banks as hereinafter  provided, is hereinafter
referred to as the "Termination Date") to make revolving credit loans (each
a "Committed  Revolving Loan"  and, collectively, the  "Committed Revolving
Loans") to the Borrower  for the purposes hereinafter set  forth; provided,
however,  that (i)  with regard  to the  Banks collectively, the  amount of
Committed  Revolving Loans outstanding shall  not at any  time exceed THREE
HUNDRED  FIFTY MILLION  DOLLARS  ($350,000,000) in  the aggregate  (as such
aggregate maximum  amount may be  reduced from time to  time as hereinafter
provided, the "Revolving Committed  Amount"), and (ii) with regard  to each
Bank individually, each such Bank's pro rata share of outstanding Committed
Revolving  Loans shall  not  at  any  time  exceed  such  Bank's  Revolving
Committed  Amount; and  provided,  further, that  notwithstanding  anything
herein to the contrary, the sum of Committed Revolving Loans plus Swingline
Loans plus Competitive Loans shall not at any time exceed the lesser of the
aggregate  Revolving  Committed Amount  or the  Borrowing Base.   Committed
Revolving  Loans hereunder  may consist  of Base  Rate Loans  or Eurodollar
Loans (or  a combination thereof) as  the Borrower may request,  and may be
repaid  and reborrowed  in  accordance with  the  provisions hereof.    The
Borrower may, not more than 90 days but not less than 60 days prior  to the
third  anniversary date  of  the Closing  Date  and each  anniversary  date
thereafter,  by notice to the Administrative Agent, make written request of
the Banks  to extend the Termination  Date for an additional  period of one
year.   The Administrative Agent  will give  prompt notice to  each of  the
Banks  of its receipt of any such  request for extension of the Termination
Date.  Each Bank shall make a determination not later than 30 days prior to
the then applicable anniversary date as to  whether or not it will agree to
extend  the Termination Date as  requested; provided, however, that failure
by  any Bank  to  make a  timely  response to  the  Borrower's request  for
extension of the Termination  Date shall be deemed to constitute  a refusal

                                 - 19 -


by the Bank  to extend the Termination Date.  If,  in response to a request
for an extension of the Termination  Date, one or more Banks shall  fail to
agree to the requested extension  (the "Disapproving Banks"), then provided
that  the requested extension is approved by  Banks holding at least 75% of
the Commitments hereunder (the "Approving Banks"), the Borrower may, at its
own  expense  with the  assistance of  the  Administrative Agent,  within a
period  of  30  days thereafter,  make  arrangements  for  another bank  or
financial institution agreeable  to the extension of  such Termination Date
and reasonably acceptable to the Administrative Agent, to acquire, in whole
or in part, the Loans and Commitments  of the Disapproving Banks, whereupon
after giving effect to the assignment of the Disapproving  Banks' Loans and
Commitments  in accordance with the terms hereof the Termination Date shall
be extended and the credit facility continued hereunder at existing levels.
If on the other  hand the Borrower is  unable to make arrangements for  the
replacement  of the Disapproving Banks in accordance with the terms hereof,
then the  Borrower  shall have  the  option of  (i) continuing  the  credit
facility  hereunder at existing levels  until the Termination  Date then in
effect without extension, or (ii) upon payment to the Disapproving Banks of
the  amount of  Loans and other  amounts owing  to them  and termination of
their Commitments  hereunder, extending and continuing  the credit facility
hereunder at  a lower aggregate amount equal to the Commitments held by the
Approving Banks until the new Termination Date as extended.  Where any such
arrangements  are made for another bank or financial institution to acquire
the Loans and Commitments of  a Disapproving Bank, or any  portion thereof,
then  upon  payment  of  the  Loans  and  other  amounts  owing  to it  and
termination  of its  Commitments relating  thereto, such  Disapproving Bank
shall  promptly transfer and  assign, in  whole or  in part,  as requested,
without  recourse  (in accordance  with and  subject  to the  provisions of
Section  10.03), all or part of its interests, rights and obligations under
this Credit Agreement  to such  bank or financial  institution which  shall
assume  such assigned  obligations and  become a  "Bank" under  this Credit
Agreement  (which  assignee may  be another  Bank, if  a Bank  accepts such
assignment); provided,  that such  assignment shall not  conflict with  any
law,  rule  or  regulation or  order  of any  court  or  other Governmental
Authority.

     2.02  Committed Revolving Loan Advances.

          (a)  Notices.   Whenever the  Borrower  desires a  Committed
     Revolving Loan  advance hereunder,  it shall give  written notice
     (or  telephone  notice  promptly  confirmed in  writing)  to  the
     Administrative  Agent (a  "Notice of  Borrowing") not  later than
     10:00  A.M. (Charlotte, North Carolina  time) on the Business Day
     of the  requested advance in the  case of Base Rate  Loans and on
     the third Business Day prior to the requested advance in the case
     of Eurodollar Loans.   Each such notice shall be  irrevocable and
     shall specify (i) that  a Committed Revolving Loan is  requested,
     (ii) the date of the requested advance (which shall be a Business
     Day), (iii) the aggregate principal amount of Committed Revolving
     Loans  requested,  and  (iv)  whether the  Loan  requested  shall
     consist of  Base Rate  Loans, Eurodollar Loans  or a  combination
     thereof,  and if  Eurodollar  Loans are  requested, the  Interest
     Periods  with respect  thereto.   If the  Borrower shall  fail to
     specify  in any Notice  of Borrowing  (A) an  applicable Interest

                                   - 20 -


     Period in the  case of a Eurodollar Loan,  then such notice shall
     be deemed to be a request for an Interest Period of one month, or
     (B) the  type of  Committed Revolving  Loan requested,  then such
     notice  shall be  deemed to  be a  request for  a Base  Rate Loan
     hereunder.    The  Administrative  Agent  shall  as  promptly  as
     practicable  give each  Bank notice  of each  requested Committed
     Revolving Loan advance, of such Bank's pro rata share thereof and
     of the other matters covered in the Notice of Borrowing.

          (b)  Minimum  Amounts.   Committed  Revolving  Loan advances
     shall be in a minimum aggregate amount of $5,000,000 and integral
     multiples of $1,000,000 in excess thereof.

          (c)  Advances.   Each Bank will  make its pro  rata share of
     each   Committed  Revolving   Loan  advance   available  to   the
     Administrative  Agent by  2:00  P.M. (Charlotte,  North  Carolina
     time) on the date specified in the Notice of Borrowing by deposit
     in  U.S. dollars of immediately available funds at the offices of
     the Administrative Agent in Charlotte, North Carolina, or at such
     other address  in the United  States as the  Administrative Agent
     may designate in writing.   All Committed Revolving Loan advances
     shall be  made by the Banks pro rata  on the basis of each Bank's
     respective share of the aggregate Revolving Committed Amount.  No
     Bank shall be responsible for  the failure or delay by  any other
     Bank in its  obligation to make Committed Revolving Loan advances
     hereunder; provided,  however, that  the failure  of any  Bank to
     fulfill  its commitments  hereunder shall  not relieve  any other
     Bank  of its  commitments hereunder.   Unless  the Administrative
     Agent shall have  been notified by any Bank prior  to the date of
     any such Committed Revolving Loan advance that such Bank does not
     intend to make available to the  Administrative Agent its portion
     of the Committed Revolving Loan advance to  be made on such date,
     the  Administrative Agent may assume that such Bank has made such
     amount  available to the Administrative Agent on the date of such
     Committed  Revolving Loan advance,  and the Administrative Agent,
     in  reliance upon such  assumption, may  (in its  sole discretion
     without any obligation to do so) make available to the Borrower a
     corresponding  amount.   If such  corresponding amount is  not in
     fact  made available to the  Administrative Agent by  a Bank, the
     Administrative   Agent   shall  be   entitled  to   recover  such
     corresponding amount from such Bank.   If such Bank does not  pay
     such  corresponding  amount  forthwith  upon  the  Administrative
     Agent's demand  therefor, the Administrative Agent  will promptly
     notify the Borrower  and the Borrower shall  immediately pay such
     corresponding   amount  to   the  Administrative   Agent.     The
     Administrative Agent shall also be entitled to recover from  such
     Bank  or  the Borrower,  as the  case  may be,  interest  on such
     corresponding  amount in respect of  each day from  the date such
     corresponding amount  was  made available  by the  Administrative
     Agent  to the Borrower to  the date such  corresponding amount is
     recovered  by the Administrative Agent, at a per annum rate equal
     to  (i) if  paid by such  Bank, within  two (2)  Business Days of
     making such  corresponding amount available to  the Borrower, the
     overnight Federal  Funds Effective Rate, and  thereafter the Base

                                - 21 -


     Rate, and (ii) if paid by the Borrower, the then applicable  rate
     calculated in accordance with Section 2.05.

     2.03  Conversion.  The Borrower shall have the option, on any Business
Day,  to  extend  existing  Committed  Revolving  Loans  into a  subsequent
Interest  Period or  to convert  Committed  Revolving Loans  into Committed
Revolving  Loans of  another type;  provided, however,  that (i)  except as
provided  in Section  2.13(iii),  Eurodollar Loans  may  be converted  into
Committed  Revolving  Loans of  another type  only on  the  last day  of an
Interest Period applicable thereto, (ii) Eurodollar Loans may be  extended,
and  Committed Revolving Loans may be converted into Eurodollar Loans, only
if  no Default or Event of Default is in existence on the date of extension
or conversion, (iii)  Committed Revolving Loans  extended as, or  converted
into, Eurodollar  Loans shall  be in  such minimum  amounts as provided  in
Section 2.02(b),  and (iv)  any request  for extension  or conversion  of a
Eurodollar  Loan which shall  fail to specify  an Interest  Period shall be
deemed to  be a request  for an  Interest Period of  one month.   Each such
extension or conversion shall be effected by the Borrower by giving written
notice  (or  telephone  notice  promptly  confirmed  in  writing)  to   the
Administrative  Agent (including  requests for  extensions and  renewals, a
"Notice  of Conversion")  prior to  10:00 A.M.  (Charlotte, North  Carolina
time) on the Business  Day of, in the case  of Base Rate Loans, and  on the
third Business Day prior to, in the  case of Eurodollar Loans, the date  of
the proposed extension or  conversion, specifying the date of  the proposed
extension or conversion, the Committed Revolving Loans to be so extended or
converted, the types of Committed Revolving Loans into which such Committed
Revolving Loans are  to be  converted and, if  appropriate, the  applicable
Interest  Periods  with respect  thereto.   Each  request for  extension or
conversion shall  be deemed to be  a reaffirmation by the  Borrower that no
Default or  Event of Default  then exists  and is continuing  and that  the
representations and warranties set forth in  Section 5 are true and correct
in all  material respects (except to  the extent they relate  to an earlier
period).    In  the  event  the  Borrower  fails  to request  extension  or
conversion of any  Eurodollar Loan in accordance with  this Section, or any
such conversion  or extension is not permitted or required by this Section,
then such Committed Revolving Loans  shall be automatically converted  into
Base Rate  Loans at the end  of their Interest Period.   The Administrative
Agent shall  give each Bank notice  as promptly as practicable  of any such
proposed conversion affecting any Committed Revolving Loans.

     2.04    Repayment of  the Committed  Revolving  Loans.   The Committed
Revolving Loans shall be due and payable in full on the Termination Date.

     2.05   Interest on Committed Revolving Loans.  The Committed Revolving
Loans shall bear interest at a per annum rate equal to:

          (a)   Base  Rate Loans.   During  such periods  as Committed
     Revolving Loans shall consist of Base  Rate Loans, the sum of the
     Base Rate plus the Applicable Margin; and

          (b)   Eurodollar Loans.   During such  periods as  Committed
     Revolving Loans shall consist of Eurodollar Loans, the sum of the
     Adjusted Eurodollar Rate plus the Applicable Margin;


                                - 22 -


provided,  however, that from and after any  failure to make any payment of
principal or  interest in respect of  any of the Loans  hereunder when due,
whether at scheduled or accelerated maturity or on account of any mandatory
prepayment, the principal of and, to  the extent permitted by law, interest
on, the Committed Revolving  Loans shall bear interest, payable  on demand,
at  a per  annum rate  two percent  (2%) in  excess  of the  rate otherwise
applicable  hereunder.   Interest  on  Committed Revolving  Loans  shall be
payable  in  arrears on  each  Interest  Payment  Date.    As  used  herein
"Applicable  Margin"  means  from  the  Closing  Date  until  the  Interest
Determination  Date  occurring  after  September  30,  1994  (the  "Initial
Interest  Rate  Period"),  seven-eighths percent  (.875%)  in  the  case of
Eurodollar Loans and Fed Funds Swingline Loans and zero percent (0%) in the
case  of Base  Rate Loans,  and on  Interest Determination  Dates occurring
after the Initial Interest Rate Period:

                                                Applicable Margin
             Consolidated Total Debt    Eurodollar Loan
              to Consolidated Total      and Fed Funds
  Ratings     Capitalization Ratio      Swingline Loan     Base Rate Loan

 BB/Ba2              >=55%                   1.250%           .25%
 BB+/Ba1        <55% but >=50%                .875%             0%
 BBB-/Baa3      <50% but >=45%                .750%             0%
 BBB/Baa2       <45% but >=40%                .625%             0%
 BBB+/Baa1           <40%                     .500%             0%

The  appropriate  Applicable  Margin  shall  be  determined  based  on  the
Borrower's unsecured senior long term debt rating as determined by Moody's,
S&P and  Fitch (collectively, the "Ratings  Services").  If two  or more of
the Ratings Services have  rated the Borrower's unsecured senior  long term
debt, the Applicable Margin shall be determined by taking the  lower of the
two such highest ratings.  If only one or none of the Ratings Services have
rated the  Borrower's  unsecured senior  long  term debt,  the  appropriate
Applicable Margin shall  be determined based on the Borrower's Consolidated
Total  Debt  to  Consolidated  Total   Capitalization  Ratio.    Where  the
Applicable Margin is  determined based  on the Consolidated  Total Debt  to
Consolidated Total Capitalization Ratio, the appropriate Applicable  Margin
shall be determined and adjusted quarterly 45 days after the end of each of
the  Borrower's fiscal  quarters  (an "Interest  Determination Date")  upon
receipt  of,  and  based   on,  the  company-prepared  quarterly  financial
statements delivered in accordance with provisions of Section 6.01(b), such
Applicable Margin  to be  effective from such  Interest Determination  Date
until the next such quarterly Interest Determination Date.

     2.06   Committed Revolving Notes.   Committed Revolving  Loans by each
Bank shall be evidenced by a duly executed promissory note  of the Borrower
to each  such Bank dated  as of the  Closing Date in  an original principal
amount equal to such Bank's Revolving Committed Amount and substantially in
the  form of  Schedule 2.06  (such promissory  note, as  amended, modified,
extended, renewed or replaced from time to time is hereinafter  referred to
individually  as  a "Committed  Revolving  Note"  and  collectively as  the
"Committed Revolving Notes").

     2.07  Swingline Loan Subfacility.

                                - 23 -


          (a)  Swingline  Commitment.   Subject to and  upon the  terms and
     conditions and relying upon  the representations and warranties herein
     set forth, the Swingline Lender, in its individual capacity, agrees to
     make certain revolving credit loans to the Borrower (each a "Swingline
     Loan" and, collectively, the "Swingline Loans") from time to time from
     the Initial Funding Date  until the Termination Date for  the purposes
     hereinafter set forth;  provided, however, (i) the aggregate amount of
     Swingline Loans outstanding  at any time shall  not exceed TWENTY-FIVE
     MILLION DOLLARS ($25,000,000) (the "Swingline Committed Amount"),  and
     (ii)  the sum of Committed  Revolving Loans plus  Swingline Loans plus
     Competitive  Loans outstanding at any time shall not exceed the lesser
     of the Revolving  Committed Amount or the Borrowing  Base.   Swingline
     Loans hereunder  may consist of Base Rate Loans or Fed Funds Swingline
     Loans (or a combination  thereof) as the Borrower may request, and may
     be repaid and reborrowed in accordance with the provisions hereof.

          (b)   Swingline Loan Advances.

            (i)     Notices; Disbursement.  Whenever the Borrower desires a
          Swingline Loan advance hereunder it shall give written notice (or
          telephone notice promptly confirmed  in writing) to the Swingline
          Lender and to the Administrative Agent (not later than 11:00 a.m.
          (Charlotte,  North Carolina  time)  on the  Business  Day of  the
          requested  Swingline  Loan advance.  Each  such  notice shall  be
          irrevocable  and shall specify (A)  that a Swingline Loan advance
          is  requested,  (B) the  date  of  the requested  Swingline  Loan
          advance  (which  shall  be  a Business  Day),  (C)  the aggregate
          principal amount of the Swingline Loan advance requested and  (D)
          whether  the Swingline Loan shall consist of Base Rate Loans, Fed
          Funds Swingline  Loans or a  combination thereof.   The Swingline
          Lender  shall initiate  the  transfer of  funds representing  the
          Swingline  Loan advance to the Borrower  by 1:30 p.m. (Charlotte,
          North Carolina  time)  on  the  Business  Day  specified  by  the
          Borrower in the applicable Notice of Borrowing.

           (ii)     Minimum Amounts.  Each  Swingline Loan advance shall be
          in a minimum principal amount of $250,000 and integral  multiples
          of $100,000 in excess thereof.

          (iii)     Repayment  of  Swingline Loans.    Each  Swingline Loan
          advance shall be  due and payable on the earliest  of (A) 30 days
          from  the date  of  advance thereof,  (B) the  date  of the  next
          Committed  Revolving Loan  advance  or  Competitive Loan  advance
          hereunder, if  sooner, or (C)  the Termination Date.   If, and to
          the extent, any Swingline Loan  advances shall be outstanding  on
          the  date  of  any  Committed  Revolving  Loan  advance  or   any
          Competitive  Loan advance,  such Swingline  Loans shall  first be
          repaid from the proceeds of such Committed Revolving Loan advance
          or  Competitive  Loan  advance   prior  to  distribution  to  the
          Borrower.   If, and to  the extent, Committed  Revolving Loans or
          Competitive Loans are not requested prior to the Termination Date
          or the end  of any such 30  day period from the date  of any such
          Swingline  Loan advance,  the Borrower  shall be  deemed to  have
          requested  a Committed  Revolving Loan  comprised solely  of Base

                                   - 24 -


          Rate  Loans in  the amount  of such  Swingline Loan  advance then
          outstanding, the proceeds  of which  shall be used  to repay  the
          Swingline  Lender for  such  Swingline Loan.    In addition,  the
          Swingline Lender may,  at any  time, in its  sole discretion,  by
          written  notice to  the  Borrower and  the Administrative  Agent,
          demand repayment of  its Swingline  Loans by way  of a  Committed
          Revolving  Loan  advance, in  which  case the  Borrower  shall be
          deemed  to  have requested  a  Committed  Revolving Loan  advance
          comprised  solely  of  Base Rate  Loans  in  the  amount of  such
          Swingline Loans; provided, however, that any such demand shall be
          deemed  to  have  been  given  one  Business  Day  prior  to  the
          Termination  Date and upon the occurrence of any Event of Default
          described in Section  8.01(f) and also  upon acceleration of  the
          Obligations hereunder, whether on account of an Event  of Default
          described in Section 8.01(f)  or any other Event of  Default, and
          the exercise  of remedies  in accordance  with the provisions  of
          Section 8.02  hereof (each such Committed  Revolving Loan advance
          made on account of  any such deemed request therefor  as provided
          herein being hereinafter referred to as a "Mandatory Borrowing").
          Each  Bank  hereby  irrevocably  agrees to  make  such  Committed
          Revolving Loans promptly upon any  such request or deemed request
          on  account of each Mandatory Borrowing  in the amount and in the
          manner specified in the  preceding sentence and on the  same such
          date notwithstanding  (I) the  amount of Mandatory  Borrowing may
          not  comply with  the minimum  amount for  advances  of Committed
          Revolving Loans otherwise  required hereunder,  (II) whether  any
          conditions specified  in Section  2.09 are then  satisfied, (III)
          whether  a Default  or  an Event  of  Default then  exists,  (IV)
          failure for  any such  request or  deemed  request for  Committed
          Revolving  Loan  to be  made by  the  time otherwise  required in
          Section 2.02(a), (V)  the date  of such  Mandatory Borrowing,  or
          (VI)  any   reduction  in  the  Revolving   Committed  Amount  or
          termination of the Commitments relating thereto immediately prior
          to such Mandatory Borrowing or contemporaneous therewith.  In the
          event  that any Mandatory Borrowing cannot for any reason be made
          on  the   date  otherwise  required  above   (including,  without
          limitation, as a result of the commencement of a proceeding under
          the Bankruptcy Code  with respect  to the Borrower  or any  other
          Credit  Party),  then  each  Bank hereby  agrees  that  it  shall
          forthwith purchase (as of the date  the Mandatory Borrowing would
          otherwise have  occurred, but adjusted for  any payments received
          from  the Borrower  on  or  after such  date  and  prior to  such
          purchase) from  the Swingline  Lender such participations  in the
          outstanding Swingline Loans  as shall be necessary  to cause each
          such Bank to share in such Swingline Loans ratably based upon its
          respective  Revolving Loan  Commitment (determined  before giving
          effect to  any termination of the Commitments pursuant to Section
          8.02), provided  that (A) all  interest payable on  the Swingline
          Loans shall be for the account of the  Swingline Lender until the
          date  as of which the respective  participation is purchased, and
          (B) at the time  any purchase of participations pursuant  to this
          sentence is actually  made, the purchasing Bank shall be required
          to pay to the  Swingline Lender interest on the  principal amount
          of  participation purchased for  each day from  and including the

                                  - 25 -


          day  upon  which the  Mandatory  Borrowing  would otherwise  have
          occurred  to  but  excluding   the  date  of  payment  for   such
          participation,  at  the rate  equal to,  if  paid within  two (2)
          Business Days of the date of the Mandatory Borrowing, the Federal
          Funds Effective Rate, and thereafter at a rate  equal to the Base
          Rate.

          (c)  Interest  on Swingline  Loans.   Swingline Loans  shall bear
     interest at a per annum rate equal to:

            (i)     Base  Rate  Loans.    During  such  periods  as  a
          Swingline  Loan shall consist of Base Rate Loans, the sum of
          the Base Rate plus the Applicable Margin; and

           (ii)     Fed Funds Swingline Loans.   During such period as
          a Swingline Loan shall consist of Fed Funds Swingline Loans,
          the  sum  of the  Applicable  Federal  Funds Rate  plus  the
          Applicable Margin;

     provided, however, that from and after any failure to make any payment
     of principal or interest in respect of any of the Loans hereunder when
     due, whether at scheduled or accelerated maturity or on account of any
     mandatory prepayment, the principal of and, to the extent permitted by
     law,  interest on,  Swingline Loans  shall  bear interest,  payable on
     demand, at  a per annum  rate two percent (2%)  in excess of  the rate
     otherwise applicable hereunder.  Interest  on Swingline Loans shall be
     payable in arrears on each Interest Payment Date.

          (d)  Swingline Note.  The Swingline Loans shall be evidenced by a
     duly  executed promissory note of the Borrower to the Swingline Lender
     dated  as of the Closing Date in  the original amount of the Swingline
     Committed Amount and substantially in the form of Schedule 2.07(d) (as
     amended, modified, supplemented,  extended, renewed  or replaced  from
     time to time, the "Swingline Note").

     2.08  Competitive Loan Subfacility.

          (a)  Competitive Loans.  Subject to the terms and conditions
     and relying  upon the  representations and warranties  herein set
     forth,  from such time as  the Borrower shall  have attained, and
     for   so  long  as  the  Borrower  shall  maintain,  a  ratio  of
     Consolidated  Total Debt to  Consolidated Total Capitalization of
     less  than  .45:1.0  for  two consecutive  fiscal  quarters,  the
     Borrower may, from  time to  time from the  Initial Funding  Date
     (for  so  long  as the  Borrower  shall  maintain  such ratio  of
     Consolidated  Total Debt  to  Consolidated  Total  Capitalization
     required hereby) until the earlier of the Termination Date or the
     termination of  the Commitments hereunder, request  and each Bank
     may, in its sole  discretion, agree to make Competitive  Loans to
     the  Borrower; provided,  however,  (i) the  aggregate amount  of
     Competitive  Loans shall  not at  any time  exceed the  lesser of
     THREE  HUNDRED  FIFTY  MILLION   DOLLARS  ($350,000,000)  or  the
     Revolving  Committed   Amount  (the  "Competitive   Loan  Maximum
     Amount"), and  (ii)  the sum  of Committed  Revolving Loans  plus

                               - 26 -


     Swingline Loans  plus Competitive  Loans  shall not  at any  time
     exceed the  lesser of the aggregate Revolving Committed Amount or
     the Borrowing  Base.   Each Competitive  Loan shall  be comprised
     entirely of Fixed Rate Loans.  Each Competitive Loan shall be not
     less  than $5,000,000 in the aggregate  and integral multiples of
     $1,000,000 in  excess thereof  (or the remaining  portion of  the
     Competitive Loan Maximum Amount, if less).

          (b)   Competitive Bid  Requests.   The Borrower  may solicit
     Competitive  Bids  by  delivery  of  a  Competitive  Bid  Request
     substantially   in  the   form   of  Schedule   2.08(b)  to   the
     Administrative  Agent  by 12:00  noon (Charlotte,  North Carolina
     time) on a Business Day not less than three (3) nor more than ten
     (10) Business Days prior  to the date of a  requested Competitive
     Loan  advance.  A Competitive  Bid Request shall  specify (i) the
     date  of the requested Competitive Loan advance (which shall be a
     Business Day), (ii) the amount  of the requested Competitive Loan
     advance and  (iii) the applicable Interest  Periods requested and
     shall be accompanied  by payment of  the Competitive Bid  Request
     Fee, if any.  The Administrative  Agent shall notify the Banks of
     its receipt of a Competitive Bid Request and the contents thereof
     and  invite  the Banks  to  submit Competitive  Bids  in response
     thereto.  A form of such notice is provided in Schedule  2.08(b)-
     2.   No  more  than three  Competitive  Bid Requests  (e.g.,  the
     Borrower  may request  Competitive Bids  for no  more  than three
     different Interest Periods at  a time) shall be submitted  at any
     one  time  and  Competitive Bid  Requests  may  be  made no  more
     frequently than once every ten (10) Business Days.

          (c)  Competitive  Bid Procedure.  Each Bank may, in its sole
     discretion,  make one or more Competitive Bids to the Borrower in
     response to a Competitive Bid Request.  Each Competitive Bid must
     be received by the Administrative Agent not later than 10:00 a.m.
     (Charlotte, North  Carolina  time)  on the  proposed  date  of  a
     Competitive Loan  advance;  provided, however,  that  should  the
     Administrative Agent, in its capacity as a Bank, desire to submit
     a Competitive Bid it shall notify the Borrower of its Competitive
     Bid  and the terms thereof  not later than  9:30 A.M. (Charlotte,
     North Carolina time) on  the proposed date of a  Competitive Loan
     advance.   A Bank may offer to  make all or part of the requested
     Competitive Loan advance and may submit multiple Competitive Bids
     in  response to a Competitive  Bid Request.   The Competitive Bid
     shall specify (i)  the particular Competitive  Bid Request as  to
     which the Competitive  Bid is submitted, (ii)  the minimum (which
     shall  be not  less than  $1,000,000   and integral  multiples of
     $500,000 in excess thereof) and maximum principal amounts of  the
     requested  Competitive  Loan or  Loans as  to  which the  Bank is
     willing  to make, and (iii) the applicable interest rate or rates
     and  Interest Period  or  Periods  therefor.    A  form  of  such
     Competitive  Bid is provided in Schedule  2.08(c).  A Competitive
     Bid  submitted by a Bank in accordance with the provisions hereof
     shall be  irrevocable.   The Administrative Agent  shall promptly
     notify  the Borrower of all  Competitive Bids made  and the terms
     thereof.  The Administrative  Agent shall send a copy of  each of

                                   - 27 -


     the Competitive Bids  to the Borrower for its  records as soon as
     practicable.

          (d)  Acceptance of  Competitive Bids.  The Borrower  may, in
     its sole and absolute discretion, subject only to  the provisions
     of  this subsection  (d), accept  or  refuse any  Competitive Bid
     offered to it.   To accept a Competitive Bid,  the Borrower shall
     give written notification (or telephone notice promptly confirmed
     in writing) of its acceptance of any or all such Competitive Bids
     to  the  Administrative Agent  by  11:00  A.M. (Charlotte,  North
     Carolina  time) on  the  proposed  date  of  a  Competitive  Loan
     advance; provided,  however, (i) the  failure by the  Borrower to
     give timely notice of  its acceptance of a Competitive  Bid shall
     be  deemed to be a refusal thereof,  (ii) the Borrower may accept
     Competitive  Bids only  in ascending  order  of rates,  (iii) the
     aggregate  amount of  Competitive Bids  accepted by  the Borrower
     shall  not   exceed  the   principal  amount  specified   in  the
     Competitive Bid Request, (iv) the  Borrower may accept a  portion
     of a Competitive  Bid in the event, and to the extent, acceptance
     of the entire amount  thereof would cause the Borrower  to exceed
     the principal  amount specified  in the Competitive  Bid Request,
     subject  however  to the  minimum  amounts  provided herein  (and
     provided that  where two  or more such  Banks may  submit such  a
     Competitive Bid at the  same such Competitive Bid Rate,  then pro
     rata  between  or  among such  Banks)  and  (v) no  bid  shall be
     accepted for a  Competitive Loan unless such  Competitive Loan is
     in  a  minimum  principal   amount  of  $1,000,000  and  integral
     multiples of  $500,000 in  excess  thereof, except  that where  a
     portion of a Competitive  Bid is accepted in accordance  with the
     provisions of subsection (iv) hereof, then in a minimum principal
     amount of $100,000 and integral multiples thereof (but not in any
     event  less than the minimum amount  specified in the Competitive
     Bid), and in  calculating the pro rata allocation  of acceptances
     of portions of multiple bids at a particular Competitive Bid Rate
     pursuant to subsection (iv) hereof,  the amounts shall be rounded
     to  integral multiples of $100,000 in a  manner which shall be in
     the discretion  of the  Borrower.   A notice  of acceptance  of a
     Competitive Bid  given by  the Borrower  in  accordance with  the
     provisions hereof shall be irrevocable.  The Administrative Agent
     shall, not later than 12:00 noon (Charlotte, North Carolina time)
     on the proposed date  of a Competitive Loan advance,  notify each
     bidding Bank whether or not its Competitive Bid has been accepted
     (and if so, in what amount and at what Competitive Bid Rate), and
     each successful  bidder will  thereupon become bound,  subject to
     the other  applicable conditions hereof, to  make the Competitive
     Loan in respect of which its bid has been accepted.

          (e)   Funding of Competitive Loans.   Each Bank which  is to
     make a Competitive Loan  shall make its Competitive  Loan advance
     available to  the Administrative  Agent by 1:30  P.M. (Charlotte,
     North Carolina time) on the date specified in the Competitive Bid
     Request by deposit in U.S. dollars of immediately available funds
     at the  office of  the Administrative  Agent in  Charlotte, North
     Carolina,  or at such  other address as  the Administrative Agent

                                   - 28 -


     may  designate in writing, as  provided in Section  2.02(c).  The
     Administrative  Agent will,  upon receipt  thereof by  such time,
     initiate  the transfer  of  funds  representing such  Competitive
     Loans to the  Borrower by  2:30 p.m.  (Charlotte, North  Carolina
     time)  on the  same such  date specified  in the  Competitive Bid
     Request.

          (f)  Maturity  of Competitive Loans.   Each Competitive Loan
     shall  mature and be due  and payable in full  on the last day of
     the  Interest Period  applicable  thereto.   Unless the  Borrower
     shall  give notice  to  the Administrative  Agent otherwise,  the
     Borrower shall be deemed to  have requested a Committed Revolving
     Loan  advance in the amount of the maturing Competitive Loan, the
     proceeds of which will be used to repay such Competitive Loan.

          (g)   Interest on Competitive  Loans.  The Competitive Loans
     shall  bear interest  in each  case at  the Competitive  Bid Rate
     applicable thereto;  provided, however,  that from and  after any
     failure to make any  payment of principal or interest  in respect
     of  the  Loans  hereunder  when  due,  whether  at  scheduled  or
     accelerated maturity  or on account of  any mandatory prepayment,
     the  principal of and, to  the extent permitted  by law, interest
     on, each Competitive Loan shall bear interest, payable on demand,
     at a per annum rate two percent (2%) in excess of the Base Rate.

          (h)  Competitive Loan Notes.  The Competitive Loans shall be
     evidenced by a duly  executed promissory note of the  Borrower to
     each Bank  dated as of the Closing  Date in an original principal
     amount  equal   to  the  Competitive  Loan   Maximum  Amount  and
     substantially in  the form  of Schedule 2.08(h)  (such promissory
     note, as  amended, modified,  extended, renewed or  replaced from
     time  to  time  is  hereinafter  referred  to  individually as  a
     "Competitive Loan Note" and  collectively as the Competitive Loan
     Notes").

     2.09  Conditions of Lending.

          (a)  Conditions.   The obligation  to make any  Extension of
     Credit  hereunder is  subject  to satisfaction  of the  following
     conditions:

             (i)  receipt of a Notice of Borrowing pursuant to Section
          2.02(a) or 2.07(b)(i) or Competitive Bid Request pursuant to
          Section 2.08;

            (ii) the  representations  and  warranties  set  forth  in
          Section 5 hereof shall  be true and correct in  all material
          respects as of  such date (except for  those which expressly
          relate to an earlier date);

           (iii)  immediately after  giving  effect to  the  requested
          Extension  of   Credit,  (A)   with  regard  to   each  Bank
          individually, the  Bank's pro rata share  of the outstanding
          Committed  Revolving  Loans and  Swingline  Loans  shall not

                                  - 29 -


          exceed such Bank's Revolving  Committed Amount, and (B) with
          regard to the Banks  collectively, (I) the sum of  Committed
          Revolving Loans plus Swingline  Loans plus Competitive Loans
          then  outstanding  shall  not   exceed  the  lesser  of  the
          aggregate Revolving Committed Amount or  the Borrowing Base,
          (II)  the  aggregate amount  of  Swingline  Loans shall  not
          exceed  the  Swingline  Committed  Amount,  and   (III)  the
          aggregate amount  of Competitive Loans shall  not exceed the
          Competitive Loan Maximum Amount; and

             (iv)   no Default or Event  of Default shall exist and be
          continuing either prior to or after giving effect thereto.

          (b)  Reaffirmation.  Each request for a  Committed Revolving
     Loan  advance or Swingline Loan  advance pursuant to  a Notice of
     Borrowing  or  a Notice  of  Conversion and  for  Competitive Bid
     pursuant  to  a Competitive  Bid Request  shall  be deemed  to be
     representation and warranty by the Borrower of the correctness of
     the matters specified in this subsections (a)(ii), (iii) and (iv)
     hereof.

     2.10  Termination of Commitments.  The Borrower may from  time to time
permanently terminate  the Revolving Committed Amount  and/or the Swingline
Committed  Amount in  whole or  in part  (in  minimum aggregate  amounts of
$5,000,000 and integral multiples  of $1,000,000 in excess thereof)  upon 3
Business Days' prior written notice to the Administrative Agent and, in the
case  of a reduction  in the  Swingline Commitment,  also to  the Swingline
Lender.

     2.11  Fees.

          (a)  Upfront Fee.  The Borrower agrees to pay in immediately
     available  funds to the  Administrative Agent for  the benefit of
     the  Banks on  or before  the  Closing Date  an upfront  fee (the
     "Upfront  Fee") in  the  amounts provided  in the  Administrative
     Agent's Fee  Letter between  the Borrower and  the Administrative
     Agent.

          (b)  Commitment Fees.   In consideration for the Commitments
     by  the  Banks  hereunder, the  Borrower  agrees  to  pay to  the
     Administrative  Agent  quarterly  in  arrears  on  the  15th  day
     following  the last day of each of the Borrower's fiscal quarters
     for  the ratable  benefit  of the  Banks  a commitment  fee  (the
     "Commitment  Fee") of (i) from the Closing Date until the Initial
     Funding  Date, one-eighth of  one percent  (1/8%) per  annum, and
     (ii) from the Initial Funding Date and thereafter, one-fourth  of
     one  percent (1/4%) per annum, on the average daily unused amount
     of the Revolving Committed  Amount for such prior quarter.   This
     Commitment  Fee shall accrue from the Closing Date.  For purposes
     of computation of the Commitment Fee, neither Swingline Loans nor
     Competitive  Loans shall  be counted  toward or  considered usage
     under the Committed Revolving Loan facility.


                                 - 30 -


          (c)  Administrative Agent's Fee.  The Borrower agrees to pay
     to   the  Administrative   Agent,  for   its  own   account,  the
     administrative and  other fees referred to  in the Administrative
     Agent's   Fee   Letter   other   than  the   Upfront   Fee   (the
     "Administrative Agent's Fees").

          (d)  Competitive Bid  Request Fee.  The  Borrower shall make
     payment to the Administrative Agent of the applicable Competitive
     Bid Request  Fee,  if any,  concurrently  with delivery  of  such
     Competitive Bid Request  (whether or not  any Competitive Bid  is
     offered by  a Bank, accepted  by the Borrower or  extended by the
     offering Bank pursuant thereto).

     2.12  Prepayments.

          (a)   Voluntary Prepayments.   The  Borrower shall have  the
     right  to prepay  Loans in  whole or  in part  from time  to time
     without   premium  or   penalty;  provided,  however,   that  (A)
     Eurodollar Loans and  Fixed Rate Loans may only be prepaid (y) on
     the last day of an Interest Period applicable thereto or (z) on a
     day that is  not the last  day of  an Interest Period  applicable
     thereto  if the Borrower pays to the applicable Banks any amounts
     due under Section 2.15(ii), and (B) each such  partial prepayment
     shall  be a minimum  principal amount of  $5,000,000 and integral
     multiples of  $1,000,000 in  excess thereof  (or the amount  then
     outstanding,  if  less).   Amounts prepaid  on  the Loans  may be
     reborrowed in  accordance  with the  provisions hereof.   If  the
     Borrower  shall  fail  to  specify  the  manner  of  application,
     prepayments shall be  applied first  to Base Rate  Loans and  Fed
     Funds Swingline  Loans, then to  Eurodollar Loans and  Fixed Rate
     Loans in direct  order of their  Interest Period maturities  (and
     pro-rata to the extent such maturities are the same).

          (b)  Mandatory Prepayments.  If  at any time (i) the  sum of
     Committed  Revolving Loans plus  Swingline Loans plus Competitive
     Loans  shall  exceed  the   lesser  of  the  aggregate  Revolving
     Committed Amount or the Borrowing Base, (ii) the aggregate amount
     of Swingline  Loans shall exceed the  Swingline Committed Amount,
     or  (iii) the  aggregate amount  of the  Competitive Loans  shall
     exceed  the  Competitive Loan  Maximum Amount,  then in  any such
     instance the Borrower shall immediately make payment on the Loans
     in an amount sufficient to eliminate the deficiency.  In the case
     of a mandatory payment required on account of subsections (ii) or
     (iii),  the  amount required  to be  paid  hereby shall  serve to
     temporarily reduce  the Revolving Committed Amount  (for purposes
     of  borrowing availability  hereunder,  but not  for purposes  of
     computation  of fees) by the amount of the payment required until
     such  time as the situation described in subsection (ii) or (iii)
     shall no longer exist.  Further, in the event the Borrower or any
     other Credit Party shall make a public issuance  of indebtedness,
     then the  Borrower shall  immediately make payment  on the  Loans
     hereunder in an amount equal to  the lesser of (A) fifty  percent
     (50%) of the  amount of  net proceeds received  from such  public
     issuance,  or (B) the amount  of Loans then  outstanding, and the

                              - 31 -


     Revolving Committed Amount hereunder shall be permanently reduced
     by an  amount equal to fifty  percent (50%) of the  amount of net
     proceeds received from such public issuance.  Payments made under
     this  subsection  2.12(b) shall  be  applied  first to  Committed
     Revolving Loans, then to Swingline Loans and then  to Competitive
     Loans, and with respect to the types of Loans, first to Base Rate
     Loans  and Fed Funds Swingline Loans and then to Eurodollar Loans
     and Fixed Rate  Loans in  direct order of  their Interest  Period
     maturities  (and pro-rata to  the extent such  maturities are the
     same).  The Administrative Agent will, to  the extent it may have
     knowledge,  as a courtesy and  not as a  requirement, give prompt
     notice to  the Borrower of any situation which may give rise to a
     mandatory   prepayment  under  this  Section  2.12(b);  provided,
     however, delivery of any such notice by the  Administrative Agent
     shall  not constitute  any kind  of  condition to  the Borrower's
     obligation to  make such mandatory  prepayment, which  obligation
     shall exist and be  immediately owing notwithstanding the failure
     or inability of the Administrative Agent to give such notice.

          (c)   Notice.    The Borrower  will  provide notice  to  the
     Administrative Agent of any  prepayment by 10:00 a.m. (Charlotte,
     North Carolina time) on the date of prepayment.

     2.13  Increased Costs, Illegality,  etc.  In the event any  Bank shall
determine (which determination shall be final and conclusive and binding on
all the parties hereto absent manifest error) that:

          (i)  Unavailability.    On  any  date  for  determining  the
     appropriate  Adjusted Eurodollar  Rate for  any Interest  Period,
     that  by reason of  any changes arising  on or after  the date of
     this Credit Agreement affecting  the interbank Eurodollar market,
     dollar  deposits  in  the  principal  amount  requested  are  not
     generally  available  in  the  interbank  Eurodollar  Market,  or
     adequate  and  fair means  do  not  exist  for  ascertaining  the
     applicable  interest  rate  on  the basis  provided  for  in  the
     definition  of Adjusted  Eurodollar Rate;  then Eurodollar  Loans
     will  no longer be available,  and request for  a Eurodollar Loan
     shall be deemed requests for Base Rate Loans,  until such time as
     such Bank shall notify the Borrower that the circumstances giving
     rise thereto no longer exist.

          (ii) Increased  Costs.   At any  time  that such  Bank shall
     incur increased costs  or reductions in  the amounts received  or
     receivable hereunder with respect to any Eurodollar Loans because
     of (x)  any change since the date of this Credit Agreement in any
     applicable law, governmental rule, regulation, guideline or order
     (or in the interpretation or administration thereof and including
     the introduction of any new law or governmental rule, regulation,
     guideline or order) including without limitation  the imposition,
     modification or deemed applicability of any reserves, deposits or
     similar requirements  (excluding taxes) as  related to Eurodollar
     Loans  (such as,  for example,  but not  limited to, a  change in
     official  reserve  requirements, but,  in  all events,  excluding
     reserves  required under Regulation  D to the  extent included in

                                  - 32 -


     the computation of the Adjusted Eurodollar Rate and/or (y)  other
     circumstances (excluding  taxes) arising  after the date  of this
     Credit Agreement  affecting such  Bank, the  interbank Eurodollar
     market or  the position  of such  Bank in  such market;  then the
     Borrower  shall pay  to  such Bank  promptly upon  written demand
     therefor,  such additional amounts  (in the form  of an increased
     rate of,  or  a  different method  of  calculating,  interest  or
     otherwise  as   such  Bank   may  determine  in   its  reasonable
     discretion) as may be  required to compensate such Bank  for such
     increased  costs or  reductions in  amounts receivable  hereunder
     (written notice as to  the additional amounts owed to  such Bank,
     showing the basis for calculation thereof, shall, absent manifest
     error, be final and conclusive and binding on all parties hereto;
     provided,  however,  that  such  determinations  are  made  on  a
     reasonable basis).

          (iii)   Illegality.   At  any time  after the  date of  this
     Credit  Agreement,   that  the  making  or   continuance  of  any
     Eurodollar Loan has become unlawful by compliance by such Bank in
     good faith with any law, governmental rule, regulation, guideline
     or  order (or  would conflict  with any  such governmental  rule,
     regulation, guideline or order not  having the force  of law even
     though the failure to comply therewith would not be unlawful), or
     has  become impossible  as a  result  of a  contingency occurring
     after  the date  of this  Credit Agreement  which  materially and
     adversely   affects  the   interbank   Eurodollar  market;   then
     Eurodollar  Loans  will  no  longer be  available,  requests  for
     Eurodollar Loans shall be deemed requests for Base Rate Loans and
     the  Borrower  may, and  upon direction  of  the Bank,  shall, as
     promptly as possible  and, in  any event within  the time  period
     required by law, have any such  Eurodollar Loans then outstanding
     converted into Base Rate Loans.

     2.14   Capital Adequacy.  If after  the date of this Credit Agreement,
any  Bank  has  determined  that  the  adoption  or  effectiveness  of  any
applicable law,  rule  or regulation  regarding  capital adequacy,  or  any
change  therein,  or any  change  in the  interpretation  or administration
thereof by  any governmental authority,  central bank or  comparable agency
charged with the interpretation or administration thereof, or compliance by
such Bank with any request or directive regarding capital adequacy (whether
or  not having the  force of  law) of any  such authority, central  bank or
comparable  agency, has or  would have the  effect of reducing  the rate of
return on such Bank's capital or assets as a consequence of its commitments
or obligations hereunder  to a level below that which  such Bank could have
achieved but for such adoption, effectiveness, change or compliance (taking
into consideration such Bank's policies with respect to capital  adequacy),
then  from time  to time,  within 15 days  after demand  by such  Bank, the
Borrower shall pay to such  Bank such additional amount or amounts  as will
compensate  such Bank for  such reduction.  Upon  determining in good faith
that any additional amounts will be payable pursuant to this  Section, such
Bank  will give prompt written notice thereof to the Borrower, which notice
shall set forth  the basis of the  calculation of such  additional amounts,
although the failure to give any  such notice shall not release or diminish
any of the  Borrower's obligations  to pay additional  amounts pursuant  to

                                  - 33 -


this  Section.  Determination by any such  Bank of amounts owing under this
Section shall, absent manifest  error, be final and conclusive  and binding
on the parties hereto; provided, however, that such determinations are made
on  a  reasonable basis.    Failure  on the  part  of  any Bank  to  demand
compensation for any period hereunder shall not constitute a waiver of such
Bank's rights  to demand any  such compensation  in such period  or in  any
other period; provided, however, that if such demand is made  more than 180
days after the Bank had knowledge  of the occurrence of any event described
above  regarding capital adequacy, the  Borrower shall not  be obligated to
reimburse  the Bank  for amounts incurred  prior to  the date  on which the
Borrower receives such demand for compensation under this Section 2.14.

     2.15  Compensation.  The Borrower shall compensate each Bank, upon its
written request (which  request shall  set forth the  basis for  requesting
such  compensation), for  all reasonable  losses, expenses  and liabilities
(including, without limitation,  any loss, expense or liability incurred by
reason of  the liquidation  or  reemployment   of deposits  or other  funds
required by  the Bank to  fund its  Eurodollar Loans or  Fixed Rate  Loans)
which such Bank may sustain:

          (i)  if for  any reason a  borrowing of Eurodollar  Loans or
     Fixed Rate Loans does not occur on a date specified therefor in a
     Notice  of Borrowing,  Notice  of Conversion  or Competitive  Bid
     Request;

          (ii) if any  repayment or conversion of  any Eurodollar Loan
     or Fixed Rate Loan occurs  on a date which is not the last day of
     an   Interest   Period  applicable   thereto   including  without
     limitation in connection with any demand, repayment, acceleration
     or otherwise;

          (iii) if any prepayment of any Eurodollar Loan or Fixed Rate
     Loan is  not made on any date specified in a notice of prepayment
     given by the Borrower; or

          (iv) as  a  consequence  of  (x) any  other  default  by the
     Borrower to  repay its Loans when  required by the terms  of this
     Credit  Agreement or  (y)  an  election  made  pursuant  to  this
     Section.

Calculation of  all amounts payable to  a Bank under this  Section shall be
made as though the Bank has actually funded its relevant Eurodollar Loan or
Fixed Rate Loan, in the case of  Eurodollar Loans through the purchase of a
Eurodollar deposit bearing interest  at the Adjusted Eurodollar Rate  in an
amount equal  to the amount of  that Loan, having a  maturity comparable to
the relevant Interest Period and  in the case of Eurodollar  Loans, through
the transfer of  such Eurodollar  deposit from an  offshore office of  that
Bank to a  domestic office of that  Bank in the  United States of  America;
provided, however, that each Bank may fund each of its  Eurodollar Loans in
any manner it sees fit and  the foregoing assumption shall be utilized only
for the calculation of amounts payable under this Section.

     2.16  Net Payments.  All  payments made by the Borrower hereunder will
be made without setoff or counterclaim.  All payments by the Borrower under

                                  - 34 -


this Credit Agreement to or for the benefit of  a Bank that is not a United
States person within  the meaning  of Section 7701(a)(30)  of the  Internal
Revenue  Code shall  be made  free and  clear of  and without  deduction or
withholding for any future withholding or similar tax imposed by the United
States or any political subdivision thereof excluding any tax (i) on income
effectively connected with  such Bank's  conduct of a  business within  the
United States or (ii)  that would not be  imposed absent a failure  of such
Bank to provide  the documentation  required by Section  2.21 hereof  (such
nonexcluded taxes  being hereafter  referred to  as the  "Taxes").   If the
Borrower shall be required to withhold or deduct Taxes from any sum payable
hereunder, (i)  the sum payable shall  be increased as may  be necessary so
that the amount received is equal to the sum which would have been received
had no withholdings or deductions  been made, (ii) the Borrower  shall make
such necessary withholdings or deductions, and (iii) the Borrower shall pay
the full amount withheld or deducted to the relevant authority according to
applicable  law  so that  such  Bank  shall not  be  required  to make  any
deduction or  payment of  Taxes.   If any  such Bank  receives a  refund or
credit (against any other tax) of any Taxes paid by the Borrower hereunder,
the  Bank shall promptly pay the full  amount of such refund (including any
interest received thereon) or credit to the Borrower.

     2.17 Change of Lending Office; Right to Substitute Lender.

          (a)  Each  Bank agrees  that, upon  the  occurrence of  any event
     giving rise to the operation of Section 2.13(ii) or (iii)  or 2.16, it
     will, if requested by the Borrower, use reasonable efforts (subject to
     overall  policy  considerations of  such  Bank)  to designate  another
     lending office for  any Loans  affected by such  event, provided  that
     such designation is made on such  terms that such Bank and its lending
     office suffer no economic, legal  or regulatory disadvantage, with the
     object of  avoiding the consequence  of the  event giving rise  to the
     operation of any  such Section.   Except in  the case of  a change  of
     lending  office made  at  the request  of the  Borrower, no  change in
     lending office will be made if greater costs and expenses would result
     under Section 2.13(ii) or (iii) or  2.16 on account of any such change
     in designation.  Nothing  in this Section shall affect or postpone any
     of  the obligations of the Borrower or  the right of any Bank provided
     in Section 2.13, 2.14 or 2.16.

          (b) In addition to  the Borrower's rights under  Section 2.17(a),
     upon the  occurrence of  any event  giving rise  to  the operation  of
     Section 2.13(ii) or  (iii) or 2.16, the Borrower may,  within a period
     of sixty (60) days following the Borrower's obtaining knowledge of the
     occurrence  of  the  event  giving  rise  to  the  operation  of  such
     provisions,  at its own expense, make arrangements for another bank or
     financial  institution reasonably  acceptable  to  the  Administrative
     Agent to purchase  and accept  the rights and  obligations under  this
     Credit  Agreement  of  any  Bank entitled  to  payment  under  Section
     2.13(ii) or (iii) or Section 2.16, whereupon such Bank shall assign to
     the  bank or  financial  institution designated  by  the Borrower  its
     rights and obligations hereunder pursuant to the provisions of Section
     10.03(b) of this Credit Agreement.

                                  - 35 -


     2.18  Payments and  Computations.   Except  as otherwise  specifically
provided herein, all payments hereunder shall be made to the Administrative
Agent in  U.S. dollars  in immediately  available funds  at its offices  at
NationsBank Plaza, NC1-002-06-19, Charlotte,  North Carolina not later than
2:00 p.m. (Charlotte, North Carolina time)  on the date when due.  Payments
received after such  time shall be deemed to have been received on the next
succeeding  Business Day.  The  Administrative Agent may  (but shall not be
obligated to)  debit the amount  of any such  payment which is  not made by
such time to  any ordinary deposit account of the  Borrower maintained with
the  Administrative  Agent (with  notice to  the  Borrower).   The Borrower
shall,  at the  time  it makes  any  payment under  this Credit  Agreement,
specify  to the  Administrative  Agent the  Loans,  Fees or  other  amounts
payable by  the Borrower hereunder to  which such payment is  to be applied
(and in the event that it fails so to specify, or if such application would
be inconsistent  with  the terms  hereof,  the Administrative  Agent  shall
distribute such payment to the  Banks in such manner as the  Administrative
Agent may determine  to be appropriate  in respect of obligations  owing by
the Borrower  hereunder,  subject  to the  terms  of Section  2.20).    The
Administrative Agent will thereafter cause to be distributed promptly  like
funds relating to  the payment of principal or interest  or fees ratably to
the Banks entitled to receive such payments in accordance with the terms of
this  Credit Agreement.  Whenever any  payment hereunder shall be stated to
be due on a day which is not a Business Day, the due date thereof shall  be
extended  to  the  next succeeding  Business  Day  (subject  to accrual  of
interest and Fees  for the period  of such extension),  except that in  the
case of  Eurodollar Loans, if the  extension would cause the  payment to be
made in the next following calendar month, then  such payment shall instead
be  made on the next preceding Business  Day.  Except as expressly provided
otherwise  herein, all computations of  interest and fees  shall be made on
the basis of  actual number of days elapsed over a year of 365/366 days, in
the case of interest on Base Rate Loans, and over a year of 360 days in all
other  instances.   Interest  shall  accrue from  and include  the  date of
advance, but exclude the date of payment.

     2.19   Pro  Rata Treatment.   Except to the  extent otherwise provided
herein:

          (a)   Committed Revolving  Loans.  Each  Committed Revolving
     Loan (including  without  limitation each  Mandatory  Borrowing),
     each  payment  or  prepayment   of  principal  of  any  Committed
     Revolving  Loan,  each  payment  of  interest  on  the  Committed
     Revolving Loans, each payment  of Commitment Fees, each reduction
     of  the  Revolving  Committed  Amount,  and  each  conversion  or
     continuation of any Committed  Revolving Loan, shall be allocated
     pro  rata  among  the  relevant  Banks  in  accordance  with  the
     respective  applicable  Revolving Loan  Commitments  (or, if  the
     Commitments  of such  Banks have  expired or been  terminated, in
     accordance  with  the  principal   amounts  of  the   outstanding
     Committed Revolving  Loans  and Participation  Interests of  such
     Banks); and

          (b)  Competitive Loans.  Should the Borrower fail to specify
     the particular Competitive Loans as to which any payment or other
     amount should  be applied and it is not otherwise clear as to the

                                  - 36 -


     particular  Competitive  Loans to  which  such  payment or  other
     amounts relate,  or any  such payment  or other amount  is to  be
     applied to Competitive Loans without regard to any such direction
     by  the Borrower, then each payment or prepayment of principal on
     Competitive Loans and each payment of interest or other amount on
     or in respect of  Competitive Loans, shall be allocated  pro rata
     among the relevant  Competitive Loan Banks in accordance with the
     then outstanding amounts of their respective Competitive Loans.

     2.20  Sharing of Payments.  The Banks agree among  themselves that, in
the event that any Bank shall obtain payment in respect of any Loan through
the  exercise of  a  right  of  set-off,  banker's  lien,  counterclaim  or
otherwise in excess  of its pro rata share  as provided for in  this Credit
Agreement,  such  Bank  shall promptly  purchase  from  the  other Banks  a
participation in such Loans and other obligations in such amounts, and make
such  other adjustments from time to time, as shall be equitable to the end
that  all  Banks share  such payment  in  accordance with  their respective
ratable shares as provided for in this Credit Agreement.  The Banks further
agree  among themselves  that if payment  to a  Bank obtained  by such Bank
through the exercise of a right  of set-off, banker's lien, counterclaim or
otherwise  as aforesaid shall be  rescinded or must  otherwise be restored,
each Bank which  shall have shared  the benefit of  such payment shall,  by
repurchase  of a participation theretofore  sold, return its  share of that
benefit to each Bank whose  payment shall have been rescinded  or otherwise
restored.  The Borrower and each other Credit Party agrees that any Bank so
purchasing such a  participation may,  to the fullest  extent permitted  by
law,  exercise all rights of  payment, including set-off,  banker's lien or
counterclaim, with  respect to such participation as  fully as if such Bank
were  a holder  of such  Loan or  other  obligation in  the amount  of such
participation.   Except  as  otherwise expressly  provided  in this  Credit
Agreement,  if any Bank or the Administrative  Agent shall fail to remit to
the Administrative Agent  or any other Bank an amount  payable by such Bank
or the Administrative Agent to the Administrative Agent or  such other Bank
pursuant to this Credit Agreement on the date when such amount is due, such
payments shall  be made together with  interest thereon for  each date from
the  date such  amount is  due until the  date such  amount is  paid to the
Administrative Agent  or such other Bank  at a rate per annum  equal to the
Federal Funds Effective Rate.

     2.21  Foreign Lenders.   Each   Bank  (which,  for  purposes  of  this
Section  2.21,  shall  include  any  Affiliate of  a  Bank  that  makes any
Eurodollar Loan advance  pursuant to  the terms of  this Credit  Agreement)
that is not  a "United States person"  (as such term is  defined in Section
7701(a)(30)  of  the   Code)  shall   submit  to  the   Borrower  and   the
Administrative Agent on  or before the Closing  Date (or, in the case  of a
Person that becomes a Bank  after the Closing Date by  assignment, promptly
upon  such assignment), two duly completed and  signed copies of (A) either
(1) Form 1001 of the United  States Internal Revenue Service entitling such
Bank to a complete exemption from withholding on all amounts to be received
by such Bank pursuant to  this Agreement and/or the Notes or (2)  Form 4224
of the United States Internal Revenue Service relating to all amounts to be
received  by such Bank pursuant to this  Agreement and/or the Notes and (B)
an Internal Revenue Service Form W-8  or W-9 entitling such Bank to receive
a complete exemption from United States backup  withholding tax.  Each such

                                  - 37 -


Bank shall,  from time to time  thereafter, submit to the  Borrower and the
Administrative Agent  such additional duly  completed and signed  copies of
such forms  (or such successor forms or other documents as shall be adopted
from time to time by the relevant United States taxing  authorities) as may
be  (1)  reasonably   requested  in   writing  by  the   Borrower  or   the
Administrative  Agent or (2)  appropriate under then  current United States
laws or  regulations.  Upon the  reasonable request of the  Borrower or the
Administrative Agent, each  Bank that has not  provided the forms  or other
documents, as  provided above, on the basis of being a United States person
shall submit to the Borrower and the  Administrative Agent a certificate to
the effect that it is such a "United States person."


                                 SECTION 3

                                 GUARANTEE


     3.01   The  Guarantee.   Each  of the  Guarantors  hereby jointly  and
severally  guarantees to each Bank, the Agent, Administrative Agent and Co-
Agents as hereinafter  provided the  prompt payment of  the Obligations  in
full when  due (whether at  stated maturity, as a  mandatory prepayment, by
acceleration  or otherwise) strictly in accordance  with the terms thereof.
The Guarantors  hereby further agree that if any of the Obligations are not
paid  in  full  when due  (whether  at  stated  maturity,  as  a  mandatory
prepayment, by acceleration or otherwise), the Guarantors will, jointly and
severally,  promptly pay the same, without any demand or notice whatsoever,
and that in the case of any extension of  time of payment or renewal of any
of  the Obligations,  the  same will  be  promptly paid  in  full when  due
(whether at extended  maturity, as a mandatory  prepayment, by acceleration
or otherwise) in accordance with the terms of such extension or renewal.

     3.02   Obligations Unconditional.   The obligations  of the Guarantors
under   Section  3.01   hereof  are   joint  and   several,   absolute  and
unconditional, irrespective of the value, genuineness, validity, regularity
or enforceability of any of the Credit Documents, or any other agreement or
instrument referred to therein, or any substitution, release or exchange of
any other guarantee of or security for  any of the Obligations, and, to the
fullest  extent permitted  by  applicable law,  irrespective  of any  other
circumstance  whatsoever  which  might  otherwise  constitute  a  legal  or
equitable discharge  or defense  of a  surety or  guarantor,  it being  the
intent  of this  Section  3.02  that  the  obligations  of  the  Guarantors
hereunder  shall  be   absolute  and  unconditional   under  any  and   all
circumstances.  Without  limiting the  generality of the  foregoing, it  is
agreed that,  to the fullest extent permitted by law, the occurrence of any
one or more of the following shall not alter or impair the liability of any
Guarantor  hereunder  which  shall  remain absolute  and  unconditional  as
described above:

        (i) at  any time or from  time to time, without  notice to any
     Guarantor, the time for any performance of or compliance with any
     of  the Obligations  shall be  extended, or  such  performance or
     compliance shall be waived;


                                  - 38 -


       (ii) any of the acts mentioned in any of the  provisions of any
     of the  Credit Documents  or any  other  agreement or  instrument
     referred to therein shall be done or omitted;

      (iii)   the  maturity  of  any  of   the  Obligations  shall  be
     accelerated,  or  any  of  the  Obligations  shall  be  modified,
     supplemented or amended in any respect, or any right under any of
     the  Credit  Documents  or  any  other  agreement  or  instrument
     referred to therein shall be waived or any other guarantee of any
     of  the Obligations or any security therefor shall be released or
     exchanged in whole or in part or otherwise dealt with;

       (iv)  any Lien granted to,  or in favor  of, the Administrative
     Agent or any Bank or Banks as security for any of the Obligations
     shall fail to attach or be perfected; or

        (v) any  of the Obligations shall be  determined to be void or
     voidable (including,  without limitation, for the  benefit of any
     creditor of any Guarantor) or shall be subordinated to the claims
     of any Person (including, without limitation, any creditor of any
     Guarantor).

With respect to its obligations hereunder, each Guarantor  hereby expressly
waives diligence, presentment,  demand of payment, protest and  all notices
whatsoever, and any requirement  that the Administrative Agent or  any Bank
exhaust any right, power or remedy  or proceed against any Person under any
of  the Credit Documents  or any other agreement  or instrument referred to
therein, or  against any  other  Person under  any other  guarantee of,  or
security for, any of the Obligations.

     3.03  Reinstatement.   The  obligations of the  Guarantors under  this
Section 3 shall  be automatically reinstated if and to  the extent that for
any  reason any payment  by or on  behalf of any  Person in respect  of the
Obligations is rescinded or must be otherwise restored by any holder of any
of the Obligations, whether as a result of any proceedings in bankruptcy or
reorganization  or  otherwise,  and  each  Guarantor  agrees that  it  will
indemnify each of the Administrative Agent and each Bank on  demand for all
reasonable  costs  and expenses  (including,  without  limitation, fees  of
counsel)  incurred by the Administrative  Agent or such  Bank in connection
with  such rescission or restoration, including any such costs and expenses
incurred  in  defending  against  any  claim  alleging  that  such  payment
constituted  a preference, fraudulent transfer or similar payment under any
bankruptcy, insolvency or similar law.

     3.04   Certain Additional Waivers.  Without limiting the generality of
the  provisions of  any other  Section of  this  Section 3,  each Guarantor
hereby specifically waives the benefits of VA. Code Ann. (section mark)
(section mark) 49-25 and 49-26
(1950,  as amended).   Each  Guarantor further  agrees that  such Guarantor
shall have  no right  of  recourse to  security for  the  Obligations.   In
addition, each Guarantor hereby waives and renounces any and all  rights it
has or may  have for subrogation, indemnity, reimbursement  or contribution
against the Borrower for amounts paid by such Guarantor pursuant to Section
3.01.   This waiver is expressly  intended to prevent the  existence of any
claim in respect to such reimbursement by  any Guarantor against the estate

                                  - 39 -


of  the Borrower within the meaning of  Section 101 of the Bankruptcy Code,
and to prevent any Guarantor  from constituting a creditor of  the Borrower
in respect of such  reimbursement within the meaning  of Section 547(b)  of
the  Bankruptcy Code  in  the  event of  a  subsequent  case involving  the
Borrower.

     3.05   Remedies.   The  Guarantors agree that,  to the  fullest extent
permitted  by law,  as between  the Guarantors,  on the  one hand,  and the
Administrative Agent and the Banks, on  the other hand, the Obligations may
be declared to  be forthwith due  and payable  as provided in  Section 8.02
hereof (and shall be deemed to have become automatically due and payable in
the circumstances  provided in said  Section 8.02) for purposes  of Section
3.01  hereof  notwithstanding any  stay,  injunction  or other  prohibition
preventing such  declaration (or preventing such  Obligations from becoming
automatically due and payable) as against any other Person and that, in the
event of such declaration (or such Obligations being  deemed to have become
automatically  due and payable), such  Obligations (whether or  not due and
payable by  any other Person) shall forthwith become due and payable by the
Guarantors for purposes of said Section 3.01.

     3.06   Continuing Guarantee.   The guarantee  in this Section  3 is  a
continuing guarantee, and shall apply to all Obligations whenever arising.

     3.07  Limitation of Guarantee.   The liability of each  Guarantor with
respect to  the  Obligations  guaranteed hereunder  shall  not  exceed  the
Maximum  Guaranteed Amount  as determined  at the  earlier of  the date  of
commencement of  a case under the Bankruptcy Code in which the Guarantor is
a debtor or the date enforcement is sought under this Section 3.


                                 SECTION 4

                            CONDITIONS PRECEDENT


     4.01  Conditions to Closing.   The closing of this credit  facility is
subject  to satisfaction of the following conditions (in form and substance
acceptable to the Administrative Agent:

          (a)  Executed  Credit Documents.   Receipt by the  Administrative
     Agent of  copies of  the Credit  Agreement, the  Notes  and the  other
     Credit Documents, if  any (in  sufficient numbers to  provide a  fully
     executed original to  each Bank) as executed  by the Borrower and  the
     other Credit Parties other than Stuart Medical.

          (b)  Fees.  Payment to the Administrative Agent of the portion of
     the  Upfront  Fees  and Administrative  Agent's  Fees  payable  on the
     Closing Date.

     4.02  Conditions to Initial Loan Advance.  The obligation of the Banks
to make the initial Loan advance is  subject, at the time of the making  of
such  initial Loan advance, to satisfaction of the following conditions (in
form  and substance acceptable to the Administrative Agent and the Required
Banks):

                                  - 40 -


          (a)  No  Default; Representations  and Warranties.   Both at  the
     time of  the making of such  Loan and after giving  effect thereto (i)
     there shall  exist  no  Default  or  Event of  Default  and  (ii)  all
     representations and warranties contained herein or in the other Credit
     Documents  then in effect  shall be true  and correct  in all material
     respects.

          (b)  Opinions of Counsel.  Receipt by the Administrative Agent of
     the  opinions of Drew St.J.  Carneal, Esq., Senior  Vice President and
     Corporate Counsel  of the  Borrower,  and Hunton  & Williams,  special
     counsel to the Borrower and the Guarantors, substantially in the forms
     of Schedules 4.01(b)(1) and  (2), respectively, (in sufficient numbers
     to provide a fully executed original to each Bank).

          (c)  Corporate Documents.  Receipt by the Administrative Agent of
     the following:

             (i)    Articles of  Incorporation.  Copies of  the articles of
          incorporation  or  charter  documents  of the  Borrower  and  the
          Guarantors certified to be true and  complete as of a recent date
          by the  appropriate governmental  authority of  the state  of its
          incorporation.

            (ii)    Resolutions.   Copies  of resolutions  of the  Board of
          Directors  of  the  Borrower  and the  Guarantors  approving  and
          adopting  the  Credit  Documents, the  transactions  contemplated
          therein and authorizing execution and delivery thereof, certified
          by a  secretary or assistant secretary as  of the Closing Date to
          be true and correct  and in force and effect as of  such date and
          containing therein  certification of the  incumbency and specimen
          signatures of the  officers of the  Credit Parties executing  the
          Credit Documents.

           (iii)    Bylaws.  A  copy of the bylaws of  the Borrower and the
          Guarantors certified by a secretary  or assistant secretary as of
          the Closing Date to be  true and correct and in force  and effect
          as of such date.

            (iv)    Good  Standing.   Copies  of (i)  certificates of  good
          standing,  existence  or  its  equivalent  with  respect  to  the
          Borrower and the  Guarantors certified as of a recent date by the
          appropriate   governmental   authorities   of   the    state   of
          incorporation and each  other state  in which the  failure to  so
          qualify and be  in good  standing would have  a Material  Adverse
          Effect and (ii) a certificate indicating payment of all corporate
          franchise taxes in such states of incorporation certified as of a
          recent date by  the appropriate governmental taxing  authorities,
          to the extent generally available from such authorities.

          (d)     Acquisition   of   Stuart  Medical.     Receipt   by  the
     Administrative Agent of the Agreement of Exchange dated as of December
     22, 1993 as  amended and restated  as of March  31, 1994 among  Stuart
     Medical, the Borrower and Owens & Minor, Inc. and certain shareholders
     of  Stuart   Medical  (the  "Exchange  Agreement")   relating  to  the

                                  - 41 -


     acquisition of Stuart Medical by the Borrower, together with  evidence
     (i) that consummation of the acquisition of Stuart Medical pursuant to
     the  terms  thereof  shall  have  occurred  prior  to  or  will  occur
     contemporaneous with the  initial Loan advance  hereunder;  (ii)  that
     Stuart  Medical  (or  its  assets,  as  appropriate)  shall have  been
     acquired free and clear of liens, security interests, claims and other
     encumbrances, except for  certain permitted liens  as provided in  the
     Exchange Agreement, all of which Liens shall, upon consummation of the
     acquisition contemplated  in the Exchange Agreement  and the corporate
     reorganization contemplated in connection therewith and funding of the
     Loans hereunder, constitute Permitted  Liens hereunder, (iii) that the
     aggregate amount paid  (including indebtedness assumed) in  connection
     with the acquisition of  Stuart Medical shall not  exceed $325,000,000
     (with the  Series B Preferred  Stock of the  Borrower to be  issued in
     connection with such acquisition being valued at $115,000,000 for this
     purpose);  (iv) that the corporate  structure of the  Borrower and its
     Subsidiaries upon  consummation of such acquisition  of Stuart Medical
     shall  not differ in any material respect from the corporate structure
     contemplated in  the Exchange  Agreement,  (v) that  all consents  and
     approvals, if any, necessary  in connection with consummation of  such
     acquisition  (including  compliance  with  the  Hart-Scott-Rodino Act)
     shall have been obtained and (vi) that the cash  amount of accounting,
     investment  banking, financial  advisory and  legal fees  and expenses
     paid or incurred by  the Borrower in connection with  such acquisition
     shall not exceed $5,000,000 in the aggregate.

          (e)   Addition  of Stuart  Medical  as a  Credit Party.    Stuart
     Medical shall have joined in the execution of this Credit Agreement as
     a Guarantor  and Credit Party contemporaneous with the initial funding
     hereunder.

          (f)  Termination of  Existing Credit Facilities.  Receipt  by the
     Administrative Agent of  evidence of repayment and termination  of the
     existing  revolving credit facility extended to Owens & Minor, Inc. by
     Crestar Bank and NationsBank of Virginia, N.A.

          (g)   Outside  Initial Funding  Date.   The Initial  Funding Date
     shall not occur later than May 31, 1994.


                                 SECTION 5

                       REPRESENTATIONS AND WARRANTIES

     Each Credit Party  hereby represents  and warrants to  the Agents  and
each Bank that:

     5.01    Organization and  Good  Standing.    Such  Credit Party  is  a
corporation duly incorporated, validly existing and  in good standing under
the laws of the State  of its incorporation, is duly qualified and  in good
standing  as a  foreign  corporation authorized  to  do business  in  every
jurisdiction where the  failure to so qualify would have a Material Adverse
Effect, and  has the  requisite corporate  power and  authority to  own its


                                  - 42 -


properties and to carry on its business as now conducted and as proposed to
be conducted.

     5.02   Due Authorization.   Such  Credit Party  (i) has  the requisite
corporate power and authority  to execute, deliver and perform  this Credit
Agreement and the  other Credit Documents  to which  it is a  party and  to
incur the  obligations herein and  therein provided for,  and (ii) is  duly
authorized to, and has  been authorized by all necessary  corporate action,
to execute, deliver and perform this  Credit Agreement and the other Credit
Documents to which it is a party.

     5.03   No Conflicts.  Neither the execution and delivery of the Credit
Documents, nor  the consummation of the  transactions contemplated therein,
nor performance of and  compliance with the terms and provisions thereof by
such Credit  Party will (i) violate  or conflict with any  provision of its
articles of incorporation or bylaws, (ii) violate, contravene or materially
conflict with any law,  regulation (including without limitation Regulation
U or Regulation  X), order,  writ, judgment, injunction,  decree or  permit
applicable  to it,  (iii) violate, contravene  or materially  conflict with
contractual  provisions of,  or  cause  an  event  of  default  under,  any
indenture,  loan agreement,  mortgage,  deed of  trust,  contract or  other
agreement or instrument to which it is a party or by which it may be bound,
the violation of which would have a Material Adverse Effect, (iv) result in
or require the creation of  any lien, security interest or other  charge or
encumbrance (other than those contemplated in or created in connection with
the Credit Documents) upon or with  respect its properties, the creation of
which would have a Material Adverse Effect.

     5.04  Consents.   No consent, approval, authorization or  order of, or
filing,  registration  or qualification  with,  any  court or  governmental
authority or third  party in respect  of such Credit  Party is required  in
connection  with the execution, delivery or performance of this Credit Agr-
eement  or  any of  the  other  Credit Documents  by  the  Borrower or  any
Guarantor, or  if required,  such consent,  approval and authorization  has
been obtained.

     5.05   Enforceable Obligations.   This Credit Agreement  and the other
Credit  Documents have  been  duly executed  and  delivered and  constitute
legal,  valid and  binding  obligations of  such  Credit Party  enforceable
against such Credit Party in accordance with their respective terms, except
as  may  be  limited  by  bankruptcy or  insolvency  laws  or  similar laws
affecting creditors' rights generally or by general equitable principles.

     5.06   Financial Condition.   The  financial statements  and financial
information  provided to the Banks,  consisting of, among  other things, an
audited  consolidated balance  sheet of the  Borrower and  its Subsidiaries
dated as of December 31, 1993 together with related consolidated statements
of income, stockholders' equity  and changes in financial position  or cash
flow certified by KPMG Peat Marwick, certified public accountants, are true
and correct in  all material  respects and fairly  represent the  financial
condition  of the  Borrower  and its  Subsidiaries  as of  such  date; such
financial statements  were prepared  in accordance with  generally accepted
accounting  principles  applied on  a  consistent  basis (except  as  noted
therein);  and since  the  date of  such  financial statements  there  have

                                  - 43 -


occurred no changes or circumstances which have had or are likely to have a
Material Adverse Effect.

     5.07  No Default.  No Default or Event of Default presently exists.

     5.08  Liens.  Except  for Permitted Liens, such Credit Party  has good
and marketable title to all of its properties  and assets free and clear of
all liens,  encumbrances, mortgages, pledges, security  interests and other
adverse claims of any nature.

     5.09   Indebtedness.  Such Credit Party has no Indebtedness (including
without limitation Guaranty Obligations, reimbursement  or other contingent
obligations) except as disclosed in the  financial statements referenced in
Section 5.06 and as set forth in Schedule 5.09.

     5.10  Litigation.  Except as disclosed in Schedule 5.10,  there are no
actions,  suits   or  legal,   equitable,  arbitration   or  administrative
proceedings,  pending or, to the knowledge of a Responsible Officer of such
Credit Party, threatened against such Credit Party or any of its Restricted
Subsidiaries which, if adversely  determined, would likely have a  Material
Adverse Effect.  For purposes hereof, in  the case of proceedings involving
only  monetary damages,  $5,000,000  or  more  in  any  instance  shall  be
considered as  having a Material  Adverse Effect.   Since the date  of this
Credit Agreement (or the date  of the most recent update  hereunder), there
has been  no material adverse change  in the status of  any actions, suits,
investigations,  litigation  or proceedings  disclosed  hereunder  which is
likely to result in a Material Adverse Effect.

     5.11  Material Agreements.  Such Credit Party is not in default in any
material  respect under  any  contract, lease,  loan agreement,  indenture,
mortgage, security agreement or  other material agreement or  obligation to
which  it is  a party  or by  which any  of its  properties is  bound which
default would have a Material Adverse Effect.

     5.12  Taxes.  Such Credit Party has filed,  or caused to be filed, all
material tax returns  (federal, state,  local and foreign)  required to  be
filed  and paid  all amounts of  taxes shown  thereon to  be due (including
interest and penalties) and has paid all other taxes, fees, assessments and
other governmental charges (including mortgage recording taxes, documentary
stamp  taxes and  intangibles taxes)  owing (or  necessary to  preserve any
liens in favor of the Banks) by it, except for such taxes (i) which are not
yet delinquent or (ii)  as are being contested in good faith  and by proper
proceedings, and against  which adequate reserves  are being maintained  in
accordance  with generally  accepted  accounting principles.   Such  Credit
Party is not aware of  any proposed material tax assessments against  it or
any other members of the Consolidated Borrower Group.

     5.13    Compliance  with Law.  Such  Credit  Party  is in  substantial
compliance with all laws, rules, regulations, orders and decrees (including
without  limitation  environmental  laws)  applicable  to  it,  or  to  its
properties,  the failure to comply with which would have a Material Adverse
Effect.


                                  - 44 -


     5.14   ERISA.   (i)  No Reportable  Event (as  defined  in ERISA)  has
occurred and is continuing with  respect to any Plan;  (ii) no Plan has  an
unfunded current liability (determined under Section 412 of the Code) or an
accumulated funding deficiency, (iii)  no proceedings have been instituted,
or, to  the  knowledge of  any Responsible  Officer of  such Credit  Party,
planned,  to terminate  any Plan, (iv)  neither such  Credit Party  nor any
member of a  Controlled Group,  nor any duly-appointed  administrator of  a
Plan  has instituted or intends  to institute proceedings  to withdraw from
any Multiemployer Plan; and (v) each Plan has been maintained and funded in
all  material  respects with  its terms  and with  the provisions  of ERISA
applicable thereto.

     5.15   Subsidiaries.   Set forth  in Schedule  5.15 is  a complete and
accurate list of  all Subsidiaries of each of such  Credit Party.  Further,
the Non-Guarantor Subsidiaries,  as a  group, do not  exceed the  Threshold
Requirement  as  provided in  Section 6.12.    Information on  the attached
Schedule  includes state  of incorporation;  the number  of shares  of each
class  of capital stock or  other equity interests  outstanding; the number
and  percentage  of outstanding  shares of  each  class owned  (directly or
indirectly) by such Credit Party; and  the number and effect, if exercised,
of  all outstanding options, warrants, rights of conversion or purchase and
similar rights.  The  outstanding capital stock and other  equity interests
of all such Subsidiaries  is validly issued, fully paid  and non-assessable
and is owned by such  Credit Party, directly or indirectly, free  and clear
of all liens, security  interests and other charges or  encumbrances (other
than  those arising  under or  contemplated in  connection with  the Credit
Documents).

     5.16   Use  of Proceeds;  Margin  Stock.   The proceeds  of the  Loans
hereunder will  be used solely for the purposes specified in  Section 6.10.
None  of  such proceeds  will  be used  for  the purpose  of  purchasing or
carrying any "margin  stock" as defined  in Regulation  U, Regulation X  or
Regulation  G, or for the purpose  of reducing or retiring any Indebtedness
which was originally incurred  to purchase or  carry "margin stock" or  for
any  other  purpose which  might  constitute  this transaction  a  "purpose
credit"  within the meaning of Regulation U,  Regulation X or Regulation G.
Such  Credit Party does not own "margin  stock" except as identified in the
financial statements referred to in Section 5.06 hereof and, as of the date
hereof,  the aggregate  value of all  "margin stock"  owned by  such Credit
Party and  its Subsidiaries does not  exceed 25% of  the value of  all such
Credit Party's and its Subsidiaries' assets.

     5.17  Government  Regulation.   Such Credit  Party is  not subject  to
regulation  under the  Public  Utility Holding  Company  Act of  1935,  the
Federal  Power Act, the  Investment Company Act  of 1940 or  the Interstate
Commerce Act, each as amended.   In addition, such Credit Party  is not (i)
an "investment company" registered  or required to be registered  under the
Investment Company Act of 1940, as amended, and is not controlled by such a
company, or  (ii)  a "holding  company,"  or a  "Subsidiary company"  of  a
"holding  company,"  or an  "affiliate"  of a  "holding  company"  or of  a
"Subsidiary"  or  a "holding  company," within  the  meaning of  the Public
Utility Holding Company Act of 1935, as amended.


                                  - 45 -


     5.18  Hazardous  Substances.  Except as disclosed  on Schedule 5.18 or
except  as would  not reasonably  be expected  to  have a  Material Adverse
Effect,  to the knowledge of any Responsible  Officer of such Credit Party,
the real property owned or leased by such Credit Party and its Subsidiaries
or on which it or its Subsidiaries operates (the "Subject Property") (i) is
free  from   "hazardous  substances"   as  defined  in   the  Comprehensive
Environmental  Response, Compensation and Liability  Act of 1980, 42 U.S.C.
(section mark)(section mark)  9601 et seq., as  amended, and the  regulations
promulgated thereunder;
(ii)  no portion of  the Subject Property  is subject to  federal, state or
local regulation or liability because of the  presence of stored, leaked or
spilled petroleum products, waste materials or debris, "PCB's" or PCB items
(as defined in 40 C.F.R. (section mark)763.3), underground storage tanks,
"asbestos" (as
defined in 40 C.F.R. (section mark)763.63) or the past or present accumulation,
spillage
or  leakage  of  any such  substance;  (iii)  such  Credit  Party  and  its
Subsidiaries  are in  substantial compliance  with  all federal,  state and
local requirements relating to  protection of health or the  environment in
connection  with the operation of their businesses; and (iv) no Responsible
Officer  of such  Credit  Party knows  of  any complaint  or  investigation
regarding  real property which it or any  other Credit Party owns or leases
or on which it or any other Credit Party operates.

     5.19    Patents, Franchises,  etc.   Such  Credit Party  possesses all
material  patents,  trademarks,  service  marks,  trade  names, copyrights,
licenses  and other  rights, free  from  burdensome restrictions,  that are
reasonably  necessary  for the  operation  of  its  business  as  presently
conducted and as proposed to be  conducted.  Such Credit Party has obtained
all   material  licenses,   permits,  franchises   or   other  governmental
authorizations necessary to the ownership of its respective property and to
the conduct of  its business except as would not  reasonably be expected to
have a Material Adverse Effect.

     5.20    Solvency.   Such  Credit  Party  and  each  of its  Restricted
Subsidiaries,   both   collectively  and   individually,   is   and,  after
consummation  of this  Credit  Agreement and  after  giving effect  to  all
Indebtedness incurred hereunder, will be, solvent.

     5.21  Investments.  All investments of such Credit Party are Permitted
Investments.


                                 SECTION 6

                           AFFIRMATIVE COVENANTS


     Each  Credit Party  hereby covenants and  agrees that so  long as this
Credit Agreement is in  effect and until the Loans, together with interest,
fees  and other  obligations  hereunder, have  been paid  in  full and  the
Commitments hereunder shall have terminated:

     6.01   Information  Covenants.   The Credit  Parties will  furnish, or
cause to be furnished, to the Administrative Agent and each Bank:


                                  - 46 -


          (a)  Annual Financial Statements.   As soon as available and
     in any event  within 90 days after the close  of each fiscal year
     of the Borrower, a consolidated balance sheet of the Borrower and
     its Subsidiaries as at the end  of such fiscal year together with
     related consolidated statements  of income and retained  earnings
     and  of cash  flows  for  such  fiscal  year,  setting  forth  in
     comparative  form consolidated figures  for the  preceding fiscal
     year, all in reasonable detail and examined by KPMG Peat Marwick,
     or other  independent certified public  accountants of recognized
     national standing reasonably acceptable to the Required Banks and
     whose  opinion shall  be  to the  effect  that such  consolidated
     financial  statements  have  been  prepared  in  accordance  with
     generally accepted  accounting principles applied on a consistent
     basis (except  for changes  with which such  accountants concur).
     It  is specifically  understood and  agreed  that failure  of the
     annual  financial statements to be  accompanied by an opinion and
     certificate of such accountants in form and substance as provided
     herein shall constitute a Default hereunder.

          (b)  Quarterly Financial Statements.   As soon as  available
     and in  any event within  45 days  after the end  of each  fiscal
     quarter  of  the Borrower,  a consolidated  balance sheet  of the
     Borrower and its Subsidiaries and consolidating balance sheet for
     the Borrower which shall  include detail for Owens &  Minor, Inc.
     (to  be renamed  Owens &  Minor Medical,  Inc. after  the Initial
     Funding Date) and  Stuart Medical only, and  statements of income
     and retained earnings and of cash flows for  the Borrower and its
     Subsidiaries and consolidating statements of income  and retained
     earnings  for the Borrower which shall include detail for Owens &
     Minor, Inc. (to  be renamed Owens & Minor Medical, Inc. after the
     Initial  Funding  Date) and  Stuart Medical  only, each  for such
     quarterly  period and for the  portion of the  fiscal year ending
     with  such period, in each case setting forth in comparative form
     consolidated  figures  for  the   corresponding  period  of   the
     preceding fiscal  year (except  that the  balance sheet  shall be
     compared  to that at prior year end),  all in reasonable form and
     detail  acceptable to  the Required Banks,  and accompanied  by a
     certificate of the chief financial officer, treasurer, controller
     or chief  accounting officer of the Borrower,  to the best of his
     knowledge and belief, as  being true and correct in  all material
     respects and as having been prepared in accordance with generally
     accepted accounting  principles  applied on  a consistent  basis,
     subject  to   changes  resulting   from  normal   year-end  audit
     adjustments.

          (c)  Borrowing  Base Certificates.   As soon  as practicable
     and in  any event  within 15  days after the  end of  each fiscal
     quarter  of the Borrower, a  statement of the  Borrowing Base and
     its  components as of the end of the immediately preceding fiscal
     quarter, substantially  in the  form of Schedule  6.01(c) hereto,
     certified by  the chief financial  officer, treasurer, controller
     or chief accounting officer of the Borrower as being, to the best
     of his knowledge  and belief,  true and correct  in all  material
     respects as of such date.

                                  - 47 -


          (d)  Officer's Certificate.  At the time of delivery of  the
     financial  statements provided  for in  Sections 6.01(a)  and (b)
     hereof, a certificate of  the chief financial officer, treasurer,
     controller  or   chief  accounting   officer   of  the   Borrower
     substantially  in the form of Schedule 6.01(d) to the effect that
     no Default or Event of Default exists, or if any Default or Event
     of Default does  exist specifying the  nature and extent  thereof
     and  what  action the  Borrower  proposes  to take  with  respect
     thereto.     In   addition,   the  Officer's   Certificate  shall
     demonstrate compliance  of the  financial covenants  contained in
     Section 6.11  by calculation thereof  as of the end  of each such
     fiscal period.

          (e)  Accountant's  Certificate.     Within  the  period  for
     delivery of  the annual financial statements  provided in Section
     6.01(a), a  certificate of the accountants  conducting the annual
     audit stating that  they have reviewed this  Credit Agreement and
     stating  further whether, in the course of their audit, they have
     become  aware of  any Default  or Event  of Default arising  as a
     result  of a  violation of  the financial covenants  contained in
     Section 6.11 of this Credit Agreement and, if any such Default or
     Event  of  Default  exists,  specifying  the  nature  and  extent
     thereof.

          (f)  SEC  and  Other Reports.    Promptly upon  transmission
     thereof,  copies  of  any  filings and  registrations  with,  and
     reports  to, (i) the  Securities and Exchange  Commission, or any
     successor agency, by the Borrower or any of its Subsidiaries, and
     copies of all financial statements, proxy statements, notices and
     reports as the  Borrower or  its Subsidiaries shall  send to  its
     shareholders  or  to  the   holders  of  any  other  Indebtedness
     (including  specifically  without  limitation,  any  Subordinated
     Debt)  in  their capacity  as such  holders  and (ii)  the United
     States  Environmental Protection  Agency, or  any state  or local
     agency responsible for environmental   matters, the United States
     Occupational Health  and Safety  Administration, or any  state or
     local agency responsible  for health and  safety matters, or  any
     successor  agencies  or  authorities   concerning  environmental,
     health or safety matters.

          (g)  Other Information.  With reasonable promptness upon any
     such request,  such  other information  regarding  the  business,
     properties  or  financial  condition  of  the  Borrower  and  its
     Subsidiaries as  the Administrative  Agent or the  Required Banks
     may reasonably request.

          (h)  Notice of Default or  Litigation.  Upon any Responsible
     Officer  of  a Credit  Party  obtaining  knowledge thereof,  such
     Credit Party will give written notice to the Administrative Agent
     (i) immediately, but in any event within 3 Business Days,  of the
     occurrence  of an event or  condition consisting of  a Default or
     Event of Default, specifying the nature and existence thereof and
     what action the  Borrower proposes to take  with respect thereto,
     and (ii) promptly,  but in any event  within 5 Business Days,  of


                                  - 48 -


     the occurrence of any of the following with respect to any member
     of  the  Consolidated  Borrower  Group:    (A)  the  pendency  or
     commencement   of  any   litigation,  arbitral   or  governmental
     proceeding against any member  of the Consolidated Borrower Group
     which if  adversely  determined  is  likely to  have  a  Material
     Adverse Effect, (B) any levy of an attachment, execution or other
     process  against its assets having  a value of  $500,000 or more,
     (C)  the  occurrence  of  an   event  or  condition  which  shall
     constitute a default or event  of default under any  Indebtedness
     of  any member  of  the  Consolidated  Borrower Group  which,  if
     accelerated as  a result of  such event of  default would  have a
     Material Adverse Effect,  (D) any development in  its business or
     affairs  which  has  resulted  in,  or  which  any  Credit  Party
     reasonably believes may result in, a Material Adverse  Effect, or
     (E)  the institution of any proceedings against any member of the
     Consolidated Borrower Group  with respect to,  or the receipt  of
     notice  by a  Responsible  Officer of  such  Person of  potential
     liability or responsibility  for violation, or  alleged violation
     of any federal, state or local law, rule or regulation, including
     but not  limited to,  regulations promulgated under  the Resource
     Conservation and Recovery Act of 1976, 42 U.S.C.
     (section mark)(section mark)6901 et seq.,
     regulating the generation, handling  or disposal of any  toxic or
     hazardous waste or substance or the release into  the environment
     or  storage of  any toxic  or hazardous  waste or  substance, the
     violation  of which would likely  have a Material Adverse Effect,
     or  (F) any notice or determination  concerning the imposition of
     any  withdrawal liability  by  a multiemployer  Plan against  any
     member of the  Consolidated Borrower  Group or any  of its  ERISA
     Affiliates, the determination that a multiemployer Plan is, or is
     expected  to be, in reorganization within the meaning of Title IV
     or  ERISA, the  termination  of  any  Plan,  and  the  amount  of
     liability incurred  or which may  be incurred in  connection with
     any such event.

     6.02  Preservation of  Existence and Franchises.  Except  as otherwise
permitted under  Section  7.05, each  member of  the Consolidated  Borrower
Group will do all things necessary in any material respect  to preserve and
keep  in  full  force and  effect  its  existence,  rights, franchises  and
authority for the normal conduct of its business.

     6.03  Books, Records and Inspections.  Each member of the Consolidated
Borrower Group  will keep complete  and accurate  books and records  of its
transactions in accordance with  good accounting practices on the  basis of
generally  accepted accounting  principles  applied on  a consistent  basis
(including  the establishment  and  maintenance  of appropriate  reserves).
Each  member of the Consolidated  Borrower Group will  permit on reasonable
notice and, prior  to the occurrence or during the  continuance of an Event
of  Default,   during  normal   business  hours,  officers   or  designated
representatives  of Administrative Agent or  any Bank to  visit and inspect
its books  of account and records  and any of its properties  or assets (in
whomever's possession) and to discuss the affairs, finances and accounts of
such  member of the Consolidated Borrower Group  with, and be advised as to
the same by, its and their officers, directors and independent accountants.


                                  - 49 -


     6.04  Compliance  with Law.  Each member  of the Consolidated Borrower
Group will comply with  all applicable laws, rules, regulations  and orders
of, and all applicable restrictions  imposed by all applicable Governmental
Authorities  applicable  to  it  and  its  property  (including  applicable
statutes, regulations, orders  and restrictions  relating to  environmental
standards   and  controls)  if  noncompliance  with  any  such  law,  rule,
regulation or restriction would have a Material Adverse Effect.

     6.05   Payment of  Taxes and Other  Indebtedness.  Each  member of the
Consolidated  Borrower  Group  will  pay  and  discharge  (i)  all   taxes,
assessments and governmental charges or levies imposed upon it, or upon its
income or  profits, or upon any of its properties, before they shall become
delinquent, (ii) all  lawful claims (including claims  for labor, materials
and supplies) which, if  unpaid, might give rise  to a Lien or charge  upon
any of its properties, and (iii) except as prohibited hereunder, all of its
other  Indebtedness as it shall become due; provided, however, that members
of the  Consolidated Borrower Group shall  not be required to  pay any such
tax,  assessment,  charge,  levy,  claim  or  Indebtedness which  is  being
contested in good faith by appropriate proceedings and as to which adequate
reserves  therefor  have  been  established in  accordance  with  generally
accepted accounting principles, unless the failure to make any such payment
(a) shall give rise to an immediate right to foreclosure on a Lien securing
such amounts or (b) otherwise would have a Material Adverse Effect.

     6.06  Insurance.   Each member of the Consolidated Borrower Group will
at  all  times  maintain in  full  force  and  effect insurance  (including
worker's  compensation insurance,  liability insurance,  casualty insurance
and business  interruption insurance) in such amounts,  covering such risks
and liabilities and with  such deductibles or self-insurance retentions  as
are in accordance  with normal  industry practice unless  higher limits  or
other  types of  coverage are  required by  the terms  of the  other Credit
Documents or are otherwise reasonably required by  the Required Banks.  The
present  coverage  of the  members of  the  Consolidated Borrower  Group is
outlined as to carrier, policy number, expiration date, type and amount  on
Schedule 6.06 hereto and is acceptable to the Banks as of the Closing Date.

     6.07   Maintenance  of  Property.   Each  member of  the  Consolidated
Borrower Group will maintain and preserve its properties and equipment used
or  useful in  any  material  portion  of  its  business  (in  whomsoever's
possession as  they may be)  in good repair,  working order and  condition,
normal wear and tear, obsolescence and replacement excepted, and will make,
or cause to be made, in such properties and equipment from time to time all
repairs,  renewals,  replacements, extensions,  additions,  betterments and
improvements  thereto as may be needed or proper,  to the extent and in the
manner customary for companies in similar businesses.

     6.08  Performance  of Obligations.   Each member  of the  Consolidated
Borrower Group will perform in all material respects all of its obligations
(including,  except   as  may  be  otherwise   prohibited  or  contemplated
hereunder,  payment of Indebtedness in accordance with its terms) under the
terms  of   all  material  agreements,   indentures,  mortgages,   security
agreements or other debt instruments to which  it is a party or by which it
is bound if the failure to do so would have a Material Adverse Effect.


                                  - 50 -


     6.09   ERISA.  Each Credit Party  and ERISA Affiliate will, (a) at all
times, make prompt payment of all contributions required under all employee
pension  benefit  plans (as  defined in  Section  3(2) of  ERISA) ("Pension
Plans") and  required to  meet the  minimum funding  standard set  forth in
ERISA with  respect  to each  Plan; (b) promptly upon  request, furnish the
Administrative  Agent and  the Banks  copies  of each  annual report/return
(Form 5500 Series), as well as all schedules and attachments required to be
filed  with the  Department of  Labor and/or  the Internal  Revenue Service
pursuant  to   ERISA,  and  the  regulations   promulgated  thereunder,  in
connection with  each of its Pension  Plans for each Plan  Year; (c) notify
the  Administrative  Agent  immediately of  any  fact,  including,  but not
limited  to,  any  Reportable  Event  (as  defined  in  ERISA)  arising  in
connection with any  Plan, which might  constitute grounds for  termination
thereof by the PBGC or for the appointment by the appropriate United States
District  Court of  a  trustee to  administer such  Plan,  together with  a
statement,  if requested  by the Bank,  as to  the reason  therefor and the
action, if any, proposed to be  taken with respect thereof; and (d) furnish
to the Administrative Agent, upon its request,  such additional information
concerning any  of the Pension Plans  as may be reasonably  requested.  The
Borrower will  not, nor  will it  permit any of  its Subsidiaries  or ERISA
Affiliates  to (I) terminate  a Plan if  any such termination  would have a
Material Adverse  Effect, or (II)  cause or permit to  exist any Reportable
Event (as  defined in ERISA) or  other event or condition  which presents a
material risk of termination at the request of the PBGC.

     6.10   Use of Proceeds.  The proceeds of  the Loans hereunder shall be
used for  the purpose of (i) financing the acquisition of the capital stock
of Stuart Medical, (ii)  refinancing approximately $150,000,000 in existing
indebtedness of Stuart Medical, (iii) financing costs and expenses incurred
in connection with the acquisition of Stuart Medical,  (iv) refinancing and
replacing the existing  credit facility extended to Owens &  Minor, Inc. by
NationsBank  of Virginia,  N.A. and  Crestar Bank  and other  existing bank
indebtedness,  (v)  financing  general  working  capital  needs  and  other
corporate purposes.

     6.11  Financial Covenants.

          (a)  Consolidated Current  Ratio.  The Borrower will  maintain at
     all times a Consolidated Current Ratio of at least 1.4 to 1.0.

          (b)  Consolidated Tangible Net Worth.  On each Determination Date
     Consolidated Tangible Net Worth will not be less than:

               (i)      from  the  Closing  Date  through  June  29,  1994,
          $50,000,000; and

               (ii)    on June  30, 1994  and  thereafter, the  sum  of the
          greater of

               (A) $50,000,000, or

               (B)  the amount equal to  Consolidated Tangible Net Worth as
          of June 30, 1994 minus $15,000,000;


                                  - 51 -


          plus  (y) on the last day of  each of the Borrower's fiscal years
          to occur  after June 30, 1994, 50% of Consolidated Net Income for
          the period from January  1, 1994 to such date (or if Consolidated
          Net Income for  such period is a deficit figure,  then zero) plus
          (z) 50%  of  the net  proceeds received  by the  Borrower or  any
          Subsidiary  pursuant to any Equity Transaction from and after the
          Closing Date.  As used herein, "Equity Transaction" means (i) the
          issuance  by  the Borrower  or any  Subsidiary  of new  shares of
          capital  stock,  unless  such  new  shares  are being  issued  in
          exchange  for an  ownership  interest  in  another Person  or  in
          exchange for substantially all of the assets of another Person in
          connection with  an acquisition  permitted by Section  7.05, (ii)
          the issuance by the Borrower  or any Subsidiary of any  shares of
          capital  stock  (or  any  warrants  or  options  relating to  the
          subsequent purchase thereof) pursuant  to the exercise of options
          or  warrants, and  (iii)  the issuance  by  the Borrower  or  any
          Subsidiary  of  any  shares  of capital  stock  pursuant  to  the
          conversion of  any debt  securities  (including any  Subordinated
          Debt) to equity.

          (c)  Leverage Ratio.   On each Determination Date  the ratio
     of Consolidated  Total Debt to Consolidated  Total Capitalization
     will not exceed:
                                                     Leverage Ratio
          From the Closing Date through the
            First Anniversary Date of the
            Closing Date                               .65 to 1.0

          Thereafter through the Third Anniversary
            Date of the Closing Date                   .60 to 1.0

          Thereafter                                   .55 to 1.0

          (d)   Fixed Charge Coverage Ratio.  As of each Determination
     Date  for the Applicable Period set forth below, the Fixed Charge
     Coverage Ratio  will be not less than 1.5 to 1.0.  The Applicable
     Period  for  which  the  Fixed  Charge  Coverage  Ratio  shall be
     determined shall be as follows:

                                         Duration of Applicable
                                           Period ending as of
             Determination Date            Determination Date*

          End of Second Quarter 1994          One Quarter

          End of Third Quarter 1994           Two Quarters

          End of Fourth Quarter 1994          Three Quarters

          End of First Quarter 1995 and
            thereafter                        Four Quarters



                                  - 52 -


          *  Components  of  the  Fixed  Charge  Coverage  Ratio  shall  be
     determined for  the Applicable Period  ending as of  the Determination
     Date, except that  determination of current maturities  of Funded Debt
     and current maturities of Capitalized Leases under subsection (iii) of
     the definition of Consolidated Fixed Charges shall be for the duration
     shown for the Applicable Period above as of the Determination Date.

     6.12  Additional Subsidiaries.   Where the Subsidiaries which  are not
Guarantors hereunder (the "Non-Guarantor  Subsidiaries") shall, as a group,
at any  time constitute more than  either (i) 5% of  the consolidated gross
revenues for the Borrower and its Subsidiaries, (ii) 5% of consolidated net
income for the  Borrower and its Subsidiaries, or  (iii) 5% of consolidated
assets for the Borrower and its  Subsidiaries (collectively, the "Threshold
Requirement"), the  Borrower will promptly notify  the Administrative Agent
thereof, and promptly cause  one or more of the  Non-Guarantor Subsidiaries
to  become  a  "Guarantor"  hereunder by  way  of  execution  of  a Joinder
Agreement,  such that immediately after the joinder of such Subsidiaries as
Guarantors hereunder, the  remaining Non-Guarantor Subsidiaries  shall not,
as  a group,  exceed the Threshold  Requirement.   The Borrower  may at any
time, at  its option, cause  a Non-Guarantor  Subsidiary to sign  a Joinder
Agreement at which  time such  Subsidiary shall  become a  Guarantor and  a
Credit Party under this Credit Agreement.

     6.13 Interest Rate Protection Agreements.   The Borrower shall, within
90 days of the Closing Date, enter into interest rate protection agreements
protecting  against fluctuations in interest rates as to which the material
terms are  reasonably  satisfactory to  the  Administrative Agent  and  the
Required Banks, which agreements shall provide coverage for an amount equal
to  at least (i) 50% of the initial borrowing on the Closing Date hereunder
less  (ii) the  amount of  any mandatory  prepayments made by  the Borrower
pursuant  to  Section 2.12(b)  in connection  with  the public  issuance of
indebtedness.  If at  any time following the Borrower's entering  into such
interest  rate   protection  agreement  the  Borrower   makes  a  mandatory
prepayment pursuant  to  Section  2.12(b) in  connection  with  the  public
issuance of indebtedness,  the Borrower  may reduce the  amount subject  to
such interest rate protection agreement by an amount equal to the amount of
such mandatory prepayment.

                                 SECTION 7

                             NEGATIVE COVENANTS


     Each Credit  Party hereby covenants  and agrees that  so long  as this
Credit Agreement is in effect and until the Loans, together with  interest,
fees and  other obligations  hereunder,  have been  paid  in full  and  the
Commitments hereunder shall have terminated:

     7.01   Indebtedness.   Neither the Borrower nor  any of its Restricted
Subsidiaries  will contract, create, incur,  assume or permit  to exist any
Indebtedness, except:

          (a)  Indebtedness  arising under  this Credit  Agreement and
     the other Credit Documents;


                                  - 53 -


          (b)  Indebtedness  existing  as  of   the  Closing  Date  as
     referenced  in  Section  5.09  (and  renewals,  refinancings   or
     extensions thereof on  terms and conditions no  more favorable to
     such Person than such  existing Indebtedness (taking into account
     reasonable  market conditions  existing  at such  time) and  in a
     principal amount not in excess of that outstanding as of the date
     of   such   renewal,   refinancing   or   extension),   including
     specifically without limitation the Hygeia Notes;

          (c)  Indebtedness in respect of  current accounts payable or
     accrued  (other  than  for   borrowed  money  or  purchase  money
     obligations)  and incurred  in the  ordinary course  of business,
     provided, that all such liabilities, accounts and claims shall be
     paid when due (or in conformity with customary trade terms);

          (d)     Purchase  money  Indebtedness   and  capital   lease
     obligations relating  to Capitalized  Leases incurred  to finance
     the purchase or lease of fixed assets provided that (i) the total
     of all  such Indebtedness  and  obligations shall  not exceed  an
     aggregate  principal  amount  of  $10,000,000  at  any  one  time
     outstanding; (ii) such Indebtedness and obligations when incurred
     shall  not exceed the purchase  price of the  asset financed; and
     (iii) no  such Indebtedness  and obligations shall  be refinanced
     for a  principal  amount  in  excess  of  the  principal  balance
     outstanding thereon at the time of such refinancing; and

          (e)  Publicly issued Indebtedness of  the Borrower on  terms
     acceptable to  the Administrative  Agent and the  Required Banks,
     subject  to a prepayment of net proceeds thereof and reduction in
     the Commitments  hereunder in  accordance with the  provisions of
     Section 2.12(b);

          (f)  Unsecured  intercompany Indebtedness  among the  Credit
     Parties;

          (g)   Other short  term unsecured indebtedness  for borrowed
     money (including Guaranty Obligations) by the Borrower which does
     not exceed $5,000,000 in the aggregate at any time outstanding;

          (h)  Obligations  under or  arising in  connection with  the
     Interest Rate  Protection Agreements required pursuant to Section
     6.13.

     7.02    Liens.    Neither  the  Borrower  nor  any of  its  Restricted
Subsidiaries  will contract, create, incur,  assume or permit  to exist any
Lien with respect  to any of  its property or assets  of any kind  (whether
real  or  personal, tangible  or intangible),  whether  now owned  or after
acquired, except for Permitted Liens.

     7.03   Guaranty Obligations.    Neither the  Borrower nor  any of  its
Restricted Subsidiaries will enter into or otherwise become or be liable in
respect  of  any  Guaranty Obligations  (excluding  specifically  therefrom
endorsements in the  ordinary course of business  of negotiable instruments
for deposit or collection) other  than (i) those in  favor of the Banks  in


                                  - 54 -


connection herewith, (ii)  guaranty of indebtedness  of account debtors  of
the  Credit Parties  relating  to the  financing  or refinancing  of  trade
receivables  owing to  the Credit  Parties in  an aggregate  amount  not to
exceed  $1,000,000,  (iii) guaranty  by the  Credit  Parties in  respect of
publicly  issued  Indebtedness  of  the Borrower  permitted  under  Section
7.01(e) and  in respect of Obligations under  or arising in connection with
Interest Rate Protection  Agreements required pursuant to Section 6.13, and
(iv) other Guaranty Obligations to the extent permitted pursuant to Section
7.01.

     7.04   Nature  of  Business.   Neither  the Borrower  nor  any of  its
Restricted  Subsidiaries  will substantively  alter  the  character of  its
business in  any material  respect from  that conducted as  of the  Closing
Date.

     7.05  Consolidation, Merger, Sale or Purchase of Assets, etc.  Neither
the Borrower nor any of its Restricted Subsidiaries will

          (a)  dissolve, liquidate, or wind up its affairs, sell, transfer,
     lease  or otherwise  dispose of  all or  any substantial  part of  its
     property or assets (other than in the  ordinary course of business for
     fair consideration),  or agree to  any of  the foregoing  at a  future
     time, except for the sale or disposition of machinery and equipment no
     longer  useful in  the  conduct  of its  business.   As  used  herein,
     "substantial  part" shall mean if the book  value of such assets, when
     added to the book value of  all other assets sold, leased or otherwise
     disposed  of by the  Borrower and  its Restricted  Subsidiaries (other
     than  in the  ordinary course  of business),  (i) during  the 12-month
     period ending with the  date of such sale, lease  or other disposition
     exceeds 10% of  consolidated assets, determined as  of the end  of the
     immediately preceding fiscal year, or (ii) during the period beginning
     on the date  of this Credit Agreement  and ending on the date  of such
     sale, lease  or other disposition,  exceeds an amount equal  to 20% of
     consolidated assets  determined  as  of the  end  of  the  immediately
     preceding  fiscal year (but with  adjustment to include  the assets of
     Stuart Medical in the case of fiscal year 1994); or

          (b)    purchase,  lease   or  otherwise  acquire  (in  a   single
     transaction  or  a   series  of  related  transactions)   all  or  any
     substantial part of the  property or assets of any  Person (other than
     purchases  or other  acquisitions  of  inventory,  leases,  materials,
     property and equipment in  the ordinary course of business,  except as
     otherwise limited or prohibited herein), or enter into any transaction
     of  merger or consolidation, or agree to do  any of the foregoing at a
     future time, except for (i) Capital Expenditures to the extent of  the
     limitations set  out in Section 6.11(d) by way of inclusion of Capital
     Expenditures in  the definition of "Consolidated  Net Income Available
     for Fixed Charges" as used therein, (ii) investments, acquisitions and
     transfers or dispositions of  properties permitted pursuant to Section
     7.06, (iii)  the merger or  consolidation of  a Restricted  Subsidiary
     into, or a sale, transfer or lease of all or a substantial part of its
     properties (at fair value) to, a Credit Party, and (iv)  the merger of
     any Person into  a Credit Party, provided that the  Credit Party shall
     be the surviving corporation, and management and control of the Credit


                                  - 55 -


     Party  shall remain substantially unchanged and no Default or Event of
     Default shall exist either immediately prior to or after giving effect
     to such  merger.   Notwithstanding the  foregoing, other  than Capital
     Expenditures permitted pursuant to Section 6.11(d) by way of inclusion
     of Capital Expenditures in the definition of "Consolidated  Net Income
     Available  for Fixed Charges" as used therein, investments pursuant to
     Section 7.06 and the acquisition of Stuart Medical, in the  case of an
     acquisition by the Borrower or its Restricted Subsidiaries, whether by
     way  of  asset purchase,  stock or  securities  purchase or  merger or
     consolidation,  the aggregate  consideration paid  in connection  with
     such  acquisitions  whether in  cash,  securities,  property or  other
     consideration,  shall  not exceed  $25,000,000  for  the remainder  of
     fiscal  year 1994,  and  thereafter,  for  any  fiscal  year,  40%  of
     Consolidated Tangible Net Worth  as of the last day of the immediately
     preceding fiscal year.  The Borrower will, in connection with any such
     material purchase,  lease or  acquisition and  prior to giving  effect
     thereto, deliver  to the  Administrative Agent  a pro  forma statement
     demonstrating compliance with the provisions hereof.

     7.06  Advances,  Investments and Loans.  Neither the  Borrower nor any
of its Restricted Subsidiaries  will lend money or credit or  make advances
to any Person, or purchase or acquire any stock,  obligations or securities
of,  or any  other interest  in, or  make any  capital contribution  to any
Person except for Permitted Investments.

     7.07   Prepayments of  Indebtedness, etc.   Except (A)  as to  the 61/2%
Convertible Subordinated  Note  Due May  31, 1996  of Owens  & Minor,  Inc.
(which is to be exchanged for a 9.10% Convertible Subordinated  Note of the
Borrower in connection with the consummation of the Exchange Agreement) and
the 0% Subordinated  Note Due May 31, 1997  of Owens & Minor, Inc.,  as the
same  is to be amended in connection  with the consummation of the Exchange
Agreement  (collectively  referred  to  as  the  "Hygeia  Notes")  and  (B)
prepayments in respect of capital lease obligations relating to Capitalized
Leases not  to  exceed $5,000,000  in  the aggregate  in  any fiscal  year,
neither the  Borrower nor any of its Restricted Subsidiaries will (i) after
the  issuance  thereof,  amend  or  modify  (or  permit  the  amendment  or
modification of),  any of the  terms of  any subordinated or  senior funded
indebtedness  for  borrowed  money to  the  extent  any  such amendment  or
modification would be  reasonably adverse  to the interests  of the  Banks,
(ii)  make (or  give any  notice with  respect thereto)  any voluntary   or
optional  payment or prepayment or  redemption or acquisition  for value of
(including without  limitation, by  way of depositing  money or  securities
with the trustee with respect thereto before due for the  purpose of paying
when due) or exchange of any other Indebtedness for borrowed money or (iii)
make  any  payment,  prepayment,   redemption,  acquisition  for  value  of
(including  without limitation,  by way of  depositing money  or securities
with the trustee with respect thereto  before due for the purpose of paying
when due)  refund, refinance or exchange of any Subordinated Debt.  As used
herein, "Subordinated Debt" means any indebtedness for borrowed money which
by  its terms  is, or  upon  the happening  of certain  events may  become,
subordinated in  right of  payment to  the  Loans and  other amounts  owing
hereunder or in connection herewith.


                                  - 56 -


     7.08  Transactions  with Affiliates.   No member  of the  Consolidated
Borrower Group will enter  into any transaction or series  of transactions,
whether  or  not in  the ordinary  course  of business,  with  any officer,
director,  shareholder,  Subsidiary or  Affiliate other  than on  terms and
conditions  substantially  as  favorable  as  would  be  obtainable   in  a
comparable arm's-length transaction with a Person other than an Affiliate.

     7.09  Ownership of Subsidiaries.   Neither the Borrower nor any of its
Restricted  Subsidiaries will sell,  transfer or otherwise  dispose of, any
shares of capital stock  of any Subsidiaries or permit any  Subsidiaries to
issue, sell  or otherwise dispose  of, any shares  of capital stock  of any
Subsidiary.   Neither the Borrower  nor any of  its Restricted Subsidiaries
will create,  form or  acquire a  Subsidiary unless such  Subsidiary is  or
would be a Restricted Subsidiary.

     7.10  Fiscal  Year.  Neither  the Borrower nor  any of its  Restricted
Subsidiaries will change its fiscal year.

     7.11  Subsidiary Dividends.  Neither the Borrower nor any of the other
Credit Parties will  enter into, assume or otherwise become  subject to, or
permit  any of  their  respective Subsidiaries  to  enter into,  assume  or
otherwise  become  subject  to,  any  agreement  prohibiting  or  otherwise
restricting the payment of dividends by any of the Borrower's Subsidiaries.


                                 SECTION 8

                             EVENTS OF DEFAULT


     8.01  Events  of Default.   An Event of  Default shall exist upon  the
occurrence of  any of the  following  specified  events (each an  "Event of
Default"):

          (a)  Payment.  Any Credit Party shall

               (i) default in the payment when due of any principal of
          any of the Loans, or

               (ii) default, and such default shall continue for three
          (3) or more  days, in the  payment when  due of any interest
          on  the Loans,  or  of  any  fees  or  other  amounts  owing
          hereunder, under  any of  the other  Credit Documents or  in
          connection herewith; or

          (b)  Representations.    Any  representation,   warranty  or
     statement  made or deemed to be made  by any Credit Party herein,
     in any  of the  other Credit  Documents, or  in any  statement or
     certificate delivered or required to be delivered pursuant hereto
     or thereto shall prove untrue in any material respect on the date
     as of which it was deemed to have been made; or

          (c)  Covenants.  Any Credit Party shall


                                  - 57 -


               (i) default in the due performance or observance of any
          term, covenant  or agreement contained  in Sections 6.01(h),
          6.02, 6.10, 6.11 or 7.01 through 7.11, inclusive, or

               (ii) default in the due performance or observance by it
          of  any  term,  covenant  or  agreement  (other  than  those
          referred to  in  subsections  (a), (b)  or  (c)(i)  of  this
          Section 8.01)  contained in  this Credit Agreement  and such
          default shall continue unremedied for  a period of at  least
          30 days after the earlier of a Responsible Officer  becoming
          aware   of   such  default   or   notice   thereof  by   the
          Administrative  Agent;  provided,  however,  that   if  such
          default cannot be cured within such  period, the Borrower or
          other  Credit Party may have such  additional period of time
          not  to exceed 30 days after the expiration of such original
          30  day period,  and such  default shall  not  constitute an
          Event of Default hereunder, so long as the applicable Credit
          Party shall commence within such original 30 day period, and
          diligently pursue, appropriate curative efforts; or

          (d)  Other  Credit Documents.   (i)  Any Credit  Party shall
     default  in  the  due  performance  or observance  of  any  term,
     covenant or  agreement  in  any  of the  other  Credit  Documents
     (subject  to applicable grace or  cure periods, if  any), or (ii)
     any Credit Document shall fail to be in full force  and effect or
     to  give the  Administrative Agent  and/or the  Banks the  liens,
     rights, powers and privileges purported to be created thereby; or

          (e)  Guaranties.   The guaranty given by  the Credit Parties
     hereunder  or by  any Additional  Credit Party  hereafter or  any
     material  provision thereof shall cease  to be in  full force and
     effect, or any Guarantor thereunder or any Person acting by or on
     behalf of such Guarantor shall deny or disaffirm such Guarantor's
     obligations under  such guaranty, or any  Guarantor shall default
     in the due  performance or  observance of any  term, covenant  or
     agreement on its part to be performed or observed pursuant to any
     guaranty; or

          (f)  Bankruptcy,  etc.    The  Borrower  or  any  Restricted
     Subsidiary  shall  commence a  voluntary  case  concerning itself
     under the  Bankruptcy Code; or  an involuntary case  is commenced
     against  the  Borrower or  any  Restricted  Subsidiary under  the
     Bankruptcy  Code and the petition is not dismissed within 90 days
     after commencement of the case; or a custodian (as defined in the
     Bankruptcy  Code) is  appointed for,  or takes  charge of  all or
     substantially  all  of  the  property  of  the  Borrower  or  any
     Restricted  Subsidiary;  or   the  Borrower  or  any   Restricted
     Subsidiary    commences   any   other    proceeding   under   any
     reorganization,  arrangement, adjustment of  the debt,  relief of
     creditors,  dissolution,   insolvency  or  similar  law   of  any
     jurisdiction whether now  or hereafter in effect relating  to the
     Borrower  or any  Restricted  Subsidiary; or  there is  commenced
     against  the  Borrower  or  any Restricted  Subsidiary  any  such
     proceeding  which remains undismissed for a period of 90 days; or


                                  - 58 -


     the  Borrower   or  any  Restricted  Subsidiary   is  adjudicated
     insolvent  or bankrupt;  or any  order of  relief or  other order
     approving any such case or proceeding is entered; or the Borrower
     or any Restricted Subsidiary suffers appointment of any custodian
     or the like for it or for any substantial part of its property to
     continue unchanged or  unstayed for a  period of 90 days;  or the
     Borrower or any Restricted  Subsidiary makes a general assignment
     for the benefit of creditors; or any corporate action is taken by
     the Borrower  or  any Restricted  Subsidiary for  the purpose  of
     effecting any of the foregoing; or

          (g)  Defaults under  Other Agreements.  With  respect to any
     Indebtedness  (other than  Indebtedness  outstanding  under  this
     Credit  Agreement) in excess of $15,000,000  in the aggregate for
     the Borrower and its Restricted Subsidiaries, (i) the Borrower or
     any  of  its Restricted  Subsidiaries  shall (A)  default  in any
     payment (beyond the applicable grace period with respect thereto,
     if  any) with respect to any such Indebtedness, or (B) default in
     the observance  or performance  relating to such  Indebtedness or
     contained in any instrument  or agreement evidencing, securing or
     relating  thereto, or any other event or condition shall occur or
     condition  exist, the effect of  which default or  other event or
     condition is to  cause, or permit, the holder  or holders of such
     Indebtedness (or trustee or  agent on behalf of such  holders) to
     cause,  any such Indebtedness to  become due prior  to its stated
     maturity; or (ii) any such Indebtedness shall be declared due and
     payable,  or required  to be  prepaid other  than by  a regularly
     scheduled  required  prepayment,  prior  to  the stated  maturity
     thereof; or

          (h)  Judgments.  One or  more judgments or decrees  shall be
     entered   against  the  Borrower  or  any  Restricted  Subsidiary
     involving   a liability of $500,000  or more in the aggregate (to
     the extent not  paid or fully covered by  insurance provided by a
     carrier who has acknowledged coverage)  and any such judgments or
     decrees shall  not  have been  vacated, discharged  or stayed  or
     bonded pending appeal within 30 days from the entry thereof; or

          (i)  ERISA.    (i) Any  Credit Party  or  any member  of the
     Controlled  Group shall fail to pay when due an amount or amounts
     aggregating  in excess  of  $500,000 which  it shall  have become
     liable  to pay under  Title IV of  ERISA; or notice  of intent to
     terminate  a Plan or Plans  which in the  aggregate have unfunded
     liabilities in excess of $500,000 (individually and collectively,
     a "Material  Plan") shall be filed under Title IV of ERISA by any
     such member of the  Consolidated Borrower Group or any  member of
     the Controlled  Group, any plan administrator  or any combination
     of the foregoing;  or the PBGC shall  institute proceedings under
     Title IV of ERISA  to terminate, to impose liability  (other than
     for premiums under  Section 4007 of  ERISA) in respect of,  or to
     cause  a trustee to be appointed to administer any Material Plan;
     or  a condition shall exist by reason  of which the PBGC would be
     entitled to obtain  a decree adjudicating that  any Material Plan
     must  be terminated; or there  shall occur a  complete or partial

                                  - 59 -


     withdrawal from,  or a  default,  within the  meaning of  Section
     4219(c)(5) of ERISA, with  respect to, one or more  Multiemployer
     Plans which could  cause one  or more members  of the  Controlled
     Group  to  incur  a  current  payment  obligation  in  excess  of
     $500,000; or

          (j)  Ownership.  There shall occur a Change of Control.

     8.02   Acceleration; Remedies.   Upon  the occurrence  of an  Event of
Default, and at any time thereafter unless and until such  Event of Default
has been waived by the  Required Banks or cured to the satisfaction  of the
Required  Banks (pursuant to the  voting procedures in  Section 10.06), the
Administrative  Agent  may,  and upon  the  request  and  direction of  the
Required Banks,  shall, by written notice  to the Borrower take  any of the
following actions  without prejudice  to the rights  of the  Administrative
Agent or any Bank to enforce its claims against the  Credit Parties, except
as otherwise specifically provided for herein:

        (i)   Termination  of  Commitments.   Declare the  Commitments
     terminated  whereupon   the  Commitments  shall   be  immediately
     terminated.

       (ii)  Acceleration of Loans.  Declare the unpaid  principal  of
     and any  accrued interest in respect of all Loans and any and all
     other  indebtedness or obligations of any and every kind owing by
     the Borrower  to any of the  Banks hereunder to be  due whereupon
     the   same  shall   be  immediately   due  and   payable  without
     presentment,  demand, protest or other notice of any kind, all of
     which are hereby waived by the Borrower.

      (iii)   Enforcement of Rights.   Enforce any and all  rights and
     interests created and existing under the Credit Documents and all
     rights of set-off.

Notwithstanding  the foregoing, if an Event of Default specified in Section
8.01(f) shall occur, then the Commitments shall automatically terminate and
all Loans, all accrued interest in  respect thereof, all accrued and unpaid
Fees and other  indebtedness or  obligations owing to  the Banks  hereunder
shall immediately  become due and payable without  the giving of any notice
or other action by the Administrative Agent or the Banks.


                                 SECTION 9

                             AGENCY PROVISIONS


     9.01    Appointment.    Each   Bank  hereby  designates  and  appoints
NationsBank  of North Carolina,  N.A. as agent  (in such  capacity as Agent
hereunder,  the "Agent"), Chemical Bank, N.A. and Crestar Bank as co-agents
(in such capacity  as Co-Agent hereunder, the "Co-Agents")  and NationsBank
of  North Carolina,  N.A.  as administrative  agent  (in such  capacity  as
Administrative Agent hereunder, the "Administrative Agent") of such Bank to
act as  specified herein and the other Credit Documents, and each such Bank


                                  - 60 -


hereby authorizes the  Agent, the Administrative  Agent and the  Co-Agents,
respectively, as the agent for such Bank, to take such action on its behalf
under  the provisions  of  this  Credit  Agreement  and  the  other  Credit
Documents  and to  exercise  such powers  and perform  such  duties as  are
expressly delegated by the terms hereof and of  the other Credit Documents,
together with  such  other powers  as  are reasonably  incidental  thereto.
Notwithstanding any provision to  the contrary elsewhere herein and  in the
other  Credit  Documents,   neither  the  Agent,  the   Co-Agents  nor  the
Administrative  Agent shall  have  any duties  or responsibilities,  except
those expressly set forth herein and therein, or any fiduciary relationship
with  any  Bank, and  no  implied  covenants, functions,  responsibilities,
duties, obligations or liabilities shall be read into this Credit Agreement
or any of the other Credit Documents, or shall otherwise  exist against the
Agents.   To  the extent  that  the provisions  of this  Section relate  to
intercreditor  or other  issues as  between and  among the  Agents and  the
Banks, they are solely for the benefit of the Agents and the Banks and none
of the Credit Parties shall have any rights as a third party beneficiary of
the provisions hereof.   In performing its functions and  duties under this
Credit  Agreement  and   the  other  Credit   Documents,  the  Agent,   the
Administrative Agent  and the Co-Agents shall  act solely as agents  of the
Banks  and  do not  assume and  shall  not be  deemed to  have  assumed any
obligation  or relationship of agency or trust  with or for the Borrower or
any other Credit Party.

     9.02   Delegation  of Duties.   The  Agents may  execute any  of their
respective  duties  hereunder or  under the  other  Credit Documents  by or
through  agents or  attorneys-in-fact and  shall be  entitled to  advice of
counsel concerning all matters pertaining to such duties.  The Agents shall
not  be responsible  for  the negligence  or  misconduct of  any  agents or
attorneys-in-fact selected by it with reasonable care.

     9.03   Exculpatory Provisions.   Neither the Agent,  the Co-Agents nor
the Administrative Agent  nor any of their respective  officers, directors,
employees, agents, attorneys-in-fact  or affiliates shall be (i) liable for
any action lawfully taken or omitted to be taken by it or such Person under
or  in connection herewith  or in connection  with any of  the other Credit
Documents (except for its or such  Person's own gross negligence or willful
misconduct), or (ii) responsible in any manner  to any of the Banks for any
recitals,  statements, representations  or warranties  made by  any of  the
Credit Parties contained herein or in any of the other  Credit Documents or
in  any certificate,  report, statement  or other  document referred  to or
provided  for in,  or  received by  the Administrative  Agent  under or  in
connection  herewith or in connection  with the other  Credit Documents, or
enforceability  or sufficiency  hereof  or  of  any  of  the  other  Credit
Documents, or for any  failure of the  Borrower to perform its  obligations
hereunder  or thereunder.    Neither  the  Agent,  the  Co-Agents  nor  the
Administrative  Agent   shall  be   responsible  to   any   Bank  for   the
effectiveness,  genuineness,  validity,  enforceability, collectibility  or
sufficiency of this Credit Agreement, or any of  the other Credit Documents
or for any representations, warranties, recitals or statements  made herein
or therein or  made by the Borrower or  any Credit Party in any  written or
oral statement  or  in  any financial  or  other  statements,  instruments,
reports,  certificates or  any other  documents in  connection herewith  or
therewith   furnished  or  made  by   the  Agent,  the   Co-Agents  or  the


                                  - 61 -


Administrative Agent to the  Banks or by or on behalf of the Credit Parties
to the Agent, the Co-Agents or  the Administrative Agent or any Bank  or be
required to ascertain or inquire as to the performance or observance of any
of  the terms,  conditions, provisions,  covenants or  agreements contained
herein or therein or  as to the use of the proceeds of  the Loans or of the
existence or  possible existence of any  Default or Event of  Default or to
inspect the properties, books or records of the Credit Parties.

     9.04   Reliance on Communications.   The Agent, the Co-Agents  and the
Administrative  Agent shall  be  entitled  to  rely,  and  shall  be  fully
protected in  relying, upon any note, writing, resolution, notice, consent,
certificate,  affidavit,  letter, cablegram,  telegram, telecopy,  telex or
teletype  message,  statement,  order  or other  document  or  conversation
reasonably  believed by  it to  be  genuine and  correct and  to have  been
signed, sent or made by  the proper Person or  Persons and upon advice  and
statements of legal counsel (including, without  limitation, counsel to the
Borrower  or any of the  other Credit Parties,  independent accountants and
other experts selected by the  Administrative Agent with reasonable  care).
The Administrative Agent may deem and treat the Banks as the owner of their
respective  interests hereunder for all purposes unless a written notice of
assignment,  negotiation or transfer thereof shall have been filed with the
Administrative  Agent  in accordance  with  Section 10.03(b)  hereof.   The
Administrative Agent shall  be fully  justified in failing  or refusing  to
take  any action  under this  Credit Agreement  or under  any of  the other
Credit Documents unless it  shall first receive such advice  or concurrence
of  the  Required Banks  as  it  deems appropriate  or  it  shall first  be
indemnified to its satisfaction by the Banks against  any and all liability
and expense which may be incurred  by it by reason of taking  or continuing
to  take any such action.   The Administrative Agent shall  in all cases be
fully protected in acting, or in refraining from acting, hereunder or under
any  of the  other Credit  Documents in  accordance with  a request  of the
Required  Banks (or to the  extent specifically provided  in Section 10.06,
all the Banks)  and such  request and any  action taken or  failure to  act
pursuant  thereto  shall be  binding upon  all  the Banks  (including their
successors and assigns).

     9.05  Notice of Default.  The Administrative Agent shall not be deemed
to have knowledge  or notice of the  occurrence of any Default  or Event of
Default hereunder unless the Administrative  Agent has received notice from
a Bank or a Credit Party referring to the Credit  Document, describing such
Default or Event of Default  and stating that such  notice is a "notice  of
default."  In the  event  that the  Administrative  Agent receives  such  a
notice,  the Administrative Agent shall  give prompt notice  thereof to the
Banks.   The Administrative Agent  shall take such  action with  respect to
such  Default or Event  of Default as  shall be reasonably  directed by the
Required Banks.

     9.06   Non-Reliance on Agents  and Other  Banks.  Each  Bank expressly
acknowledges that neither the  Agent, the Co-Agents nor  the Administrative
Agent  nor any of their respective  officers, directors, employees, agents,
attorneys-in-fact or affiliates has  made any representations or warranties
to  it and that  no act by  the Agent, the  Co-Agents or the Administrative
Agent or any affiliate  thereof hereinafter taken, including any  review of
the   affairs  of  the  Borrower,   shall  be  deemed   to  constitute  any

                                  - 62 -


representation  or   warranty  by   the   Agent,  the   Co-Agents  or   the
Administrative Agent to  any Bank.  Each Bank represents  to the Agent, the
Co-Agents  and the  Administrative  Agent that  it  has, independently  and
without  reliance upon the Agent, the Co-Agents or the Administrative Agent
or any  other Bank, and based on  such documents and information  as it has
deemed  appropriate, made its own  appraisal of and  investigation into the
business, assets,  operations,  property, financial  and other  conditions,
prospects and creditworthiness of the Borrower and made its own decision to
make its Loans hereunder and  enter into this Credit Agreement.   Each Bank
also represents that it  will, independently and without reliance  upon the
Agent, the  Co-Agents or the  Administrative Agent or  any other  Bank, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not  taking action under this Credit Agreement,  and to make such
investigation as it deems necessary  to inform itself as to the   business,
assets, operations, property, financial and other conditions, prospects and
creditworthiness  of the Borrower.   Except for notices,  reports and other
documents   expressly  required  to  be  furnished  to  the  Banks  by  the
Administrative Agent hereunder,  neither the Agent,  the Co-Agents nor  the
Administrative Agent shall have  any duty or responsibility to  provide any
Bank  with  any  credit  or  other  information  concerning  the  business,
operations, assets,  property, financial or other  conditions, prospects or
creditworthiness of the Borrower which may come into the possession of  the
Agent,  the  Co-Agents  nor  the  Administrative  Agent  or  any  of  their
respective  officers,  directors, employees,  agents,  attorneys-in-fact or
affiliates.

     9.07  Indemnification.   The Banks  agree to indemnify the  Agent, the
Co-Agents and  the Administrative Agent  in their respective  capacities as
such (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), ratably according to their respective
Commitments, from and against any and all liabilities, obligations, losses,
damages,  penalties,  actions,   judgments,  suits,   costs,  expenses   or
disbursements  of  any kind  whatsoever which  may  at any  time (including
without limitation at any time following the payment of the Obligations) be
imposed on, incurred by or asserted against the Agent, the Co-Agents or the
Administrative  Agent in  their respective  capacities as  such in  any way
relating to  or arising out  of this Credit  Agreement or the  other Credit
Documents or any documents contemplated by or referred to herein or therein
or the transactions contemplated  hereby or thereby or any  action taken or
omitted by the Agent, the Co-Agents or the Administrative Agent under or in
connection with any of the foregoing; provided that no Bank shall be liable
for  the payment of any  portion of such  liabilities, obligations, losses,
damages,  penalties,   actions,  judgments,  suits,   costs,  expenses   or
disbursements resulting from the gross negligence or  willful misconduct of
the Agent,  a Co-Agent  or  the Administrative  Agent.   If  any  indemnity
furnished  to the Agent, the Co-Agents or  the Administrative Agent for any
purpose  shall,  in  the  opinion  of  the  Agent,  the  Co-Agents  or  the
Administrative   Agent,   be   insufficient   or   become   impaired,   the
Administrative  Agent may call for  additional indemnity and  cease, or not
commence,  to  do  the  acts  indemnified  against  until  such  additional
indemnity is furnished.  The agreements  in this Section shall survive  the
payment  of the  Obligations and  all other  amounts payable  hereunder and
under the other Credit Documents.


                                  - 63 -


     9.08  Agents  in their Individual Capacity.   The Agent, the Co-Agents
and the Administrative Agent and their respective affiliates may make loans
to, accept  deposits from and generally engage in any kind of business with
the Borrower  or any other  members of  the Consolidated Borrower  Group as
though  the Agent, the  Co-Agents or the Administrative  Agent were not the
Agent, a  Co-Agent or Administrative Agent hereunder.   With respect to the
Loans made and all Obligations owing to it,  the Agent, the Co-Agent or the
Administrative  Agent  shall have  the same  rights  and powers  under this
Credit Agreement as any Bank  and may exercise the same as though they were
not the Agent, a Co-Agent or Administrative Agent, and the terms "Bank" and
"Banks" shall include the Agent, the Co-Agents and the Administrative Agent
in their individual capacity.

     9.09  Successor Agent.   The Agent, the  Administrative Agent and  any
Co-Agent may, at any time, resign upon 30 days' written notice to the Banks
and  the Borrower,  and be removed  with or  without cause  by the Required
Banks upon 30 days'  written notice to the Borrower and  the Agent, the Co-
Agent or Administrative Agent.   Upon any such resignation  or removal, the
Required Banks, with the consent of  the Borrower (which consent shall  not
be unreasonably  withheld or delayed),  shall have  the right to  appoint a
successor  Agent, Co-Agent or Administrative Agent.  If no successor Agent,
Co-Agent  or Administrative  Agent  shall have  been  so appointed  by  the
Required  Banks, and shall have  accepted such appointment,  within 30 days
after the  notice of resignation or notice of removal, as appropriate, then
the  retiring  Agent, Co-Agent  or  Administrative  Agent  shall  select  a
successor  Agent, Co-Agent or Administrative Agent, with the consent of the
Borrower  (which consent shall  not be  unreasonably withheld  or delayed),
provided such successor is a Bank hereunder or a commercial  bank organized
under the laws of the United States of America or of any State  thereof and
has a  combined capital and  surplus of  at least $400,000,000.   Upon  the
acceptance of any  appointment as Agent,  Co-Agent or Administrative  Agent
hereunder  by a successor, such successor  Co-Agent or Administrative Agent
shall  thereupon succeed to and become  vested with all the rights, powers,
privileges and  duties of  the retiring  Agent, Co-Agent or  Administrative
Agent,  and the retiring Agent,  Co-Agent or Administrative  Agent shall be
discharged  from  its  duties  and   obligations  as  Agent,  Co-Agent   or
Administrative Agent,  as appropriate, under this Credit  Agreement and the
other Credit Documents and the provisions of this  Section 9.09 shall inure
to its benefit as to any actions taken  or omitted to be taken by it  while
it was Agent, Co-Agent or Administrative Agent under this Credit Agreement.


                                 SECTION 10

                               MISCELLANEOUS


     10.01   Notices.  Except  as otherwise expressly  provided herein, all
notices  and other communications  shall have been duly  given and shall be
effective  (i) when delivered, (ii) when transmitted via telecopy (or other
facsimile device)  to the number set out below, (iii) the day following the
day on  which the same has  been delivered prepaid to  a reputable national
overnight air courier service, or (iv) the third Business Day following the
day on  which the same  is sent  by certified or  registered mail,  postage


                                  - 64 -


prepaid, in each case to the respective parties at the address, in the case
of the Borrower  and the Administrative Agent, set forth  below, and in the
case  of the Banks, set forth on Schedule 2.01(a), or at such other address
as such party may specify by written notice to the other parties hereto:

          if to the Borrower or the Guarantors:

               Owens & Minor, Inc.
               4800 Cox Road
               Glen Allen, Virginia 23060
               Attn: Richard F. Bozard
               Telephone:  (804) 965-2921
               Telecopy:   (804) 965-5403

          if to the Agent, the Administrative Agent or the Swingline Lender:

               NationsBank of North Carolina, N.A.
               NationsBank Plaza, 6th Floor
               NC1-002-06-19
               Charlotte, North Carolina  28255
               Attn: Tracy Crotts
               Telephone:  (704) 386-9368
               Telecopy:   (704) 386-9923

          with a copy to:

               NationsBank of North Carolina, N.A.
               1111 East Main Street
               Fourth Floor Pavilion
               VA2-310-04-07
               Richmond, Virginia  23277-0001
               Attn: Robert Y. Bennett
                    Vice President
               Telephone: (804) 788-3631
               Telecopy:  (804) 788-3669

     10.02  Right of  Set-Off.  In addition to any  rights now or hereafter
granted under  applicable law or otherwise, and not by way of limitation of
any  such rights, the Borrower  agrees that upon  the occurrence and during
the continuance of an Event of Default and the commencement of the remedies
described in Section 8.02 hereof,  each Bank is authorized at any  time and
from time to time, without presentment, demand,  protest or other notice of
any kind  (all of which  rights being hereby expressly  waived), to set-off
and to  appropriate and apply any and all deposits (general or special) and
any  other indebtedness at any time held  or owing by such Bank (including,
without limitation branches, agencies  or Affiliates of such Bank  wherever
located)  to  or for  the credit  or the  account  of the  Borrower against
obligations and liabilities of  the Borrower to such Bank  hereunder, under
the Notes, the other Credit Documents or otherwise, irrespective of whether
such   Bank  shall  have  made  any  demand  hereunder  and  although  such
obligations, liabilities or  claims, or any of  them, may be  contingent or
unmatured,  and  any  such  set-off  shall be  deemed  to  have  been  made
immediately upon the  occurrence of an  Event of  Default even though  such


                                  - 65 -


charge is made  or entered on  the books of  such Bank subsequent  thereto.
The  Borrower hereby agrees that  any Person purchasing  a participation in
the Loans and Commitments hereunder pursuant to Section 10.03(c) or Section
2.20. may exercise all rights of  set-off with respect to its participation
interest  as  fully  as  if  such  Person  were  a  Bank  hereunder.    The
Administrative  Agent and  the Banks agree  to give  written notice  to the
appropriate Credit Party of any exercise of set-off, bankers' lien or other
similar right; provided, however, that any such notice need not be given in
advance of the exercise thereof.

     10.03  Benefit of Agreement.

          (a)  Generally.  This Credit Agreement shall be binding upon
     and inure to the  benefit of and be enforceable by the respective
     successors and assigns  of the parties hereto; provided  that the
     Borrower may not assign and transfer any of its interests without
     prior written  consent of  the Banks;  provided further  that the
     rights of each Bank to  transfer, assign or grant  participations
     in its rights  and/or obligations hereunder  shall be limited  as
     set forth  in this Section  10.03, provided however  that nothing
     herein shall prevent or  prohibit any Bank from (i)  pledging its
     Loans  hereunder  to  a  Federal  Reserve   Bank  in  support  of
     borrowings made by such  Bank from such Federal Reserve  Bank, or
     (ii) granting  assignments or participation in  such Bank's Loans
     and/or Commitments hereunder  to its parent company and/or to any
     affiliate of such  Bank which is at least 50%  owned by such Bank
     or its parent company.

          (b)  Assignments.   Each  Bank  may with  the prior  written
     consent  of  the Borrower  and  the  Administrative Agent,  which
     consent shall not be unreasonably withheld or delayed, assign all
     or  a portion of its rights and obligations hereunder pursuant to
     an assignment agreement  (an "Assignment")  substantially in  the
     form  of Schedule  10.03(b) to  one or  more  Eligible Assignees,
     provided that (i) any such  prospective assignment shall first be
     offered to the other  Banks on the same  terms and conditions  as
     are available to  the prospective  assignee, (ii) so  long as  no
     Event  of Default  shall then  exist and  be continuing,  after a
     period of 15 days from first offering such assignment interest to
     the Banks as provided in the foregoing subsection (i) hereof, the
     assigning  Bank shall  give notice  to the  Borrower of  any such
     prospective assignment and  the Borrower may, at its  own expense
     with the assistance  of the Administrative Agent, within a period
     of  30 days  thereafter, make  arrangements for  another bank  or
     financial institution reasonably acceptable to the Administrative
     Agent  to purchase  and accept such  assignment interest  (at par
     without payment of any fee, other than the $1,500 transfer fee to
     the Administrative  Agent described  below, on account  thereof),
     (iii)  any such assignment shall be in a minimum aggregate amount
     of $10,000,000  of the Commitments  and in integral  multiples of
     $1,000,000 above such amount, and (iv) each such assignment shall
     be  of  a constant  not  varying  the percentage  of  all of  the
     assigning   Bank's  rights  and  obligations  under  this  Credit
     Agreement.   The Administrative  Agent shall  maintain a  copy of

                                  - 66 -


     each Assignment and the names and addresses of the Banks, and the
     Commitment of, and principal  amount of the Loans owing  to, each
     Bank  pursuant to  the  terms  hereof  from  time  to  time  (the
     "Register").   The entries in the Register shall be conclusive in
     the  absence of manifest error and the Credit Parties, the Agents
     and the Banks may treat each person whose name is recorded in the
     Register pursuant to the terms hereof as a Bank hereunder for all
     purposes  of this Agreement.  The Register shall be available for
     inspection by the Borrower  and any Bank, at any  reasonable time
     and from time  to time upon  reasonable prior  notice.  Any  such
     assignment  hereunder shall  be  effective upon  (i) the  written
     consent  of  the  Borrower  and the  Administrative  Agent,  (ii)
     delivery  to the Administrative Agent of a copy of the Assignment
     together with a transfer  fee of $1,500 payable by  the assigning
     Bank  to the Administrative Agent  for its own  account and (iii)
     the  Administrative  Agent's  recordation  of  the  name  of  the
     assignee  in the Register.   The assigning Bank  will give prompt
     notice  to  the  Administrative  Agent and  the  Borrower  of any
     Assignment.   Upon the effectiveness of any  such assignment (and
     after notice  to the Borrower  as provided herein),  the assignee
     shall become a "Bank"  for all purposes of this  Credit Agreement
     and  the  other  Credit Documents  and,  to  the  extent of  such
     assignment,  the   assigning  Bank  shall  be   relieved  of  its
     obligations hereunder to  the extent of the Loans  and Commitment
     components being assigned.   Along such lines the Borrower agrees
     that  upon notice  of any  such assignment  and surrender  of the
     appropriate  Note  or  Notes,  it will  promptly  provide  to the
     assigning Bank  and to the assignee separate  promissory notes in
     the  amount of  their respective  interests substantially  in the
     form of the original Note (but  with notation thereon that it  is
     given in substitution for and replacement of the original Note or
     any  replacement notes thereof).  All  surrendered Notes shall be
     canceled and returned to the Borrower.

          (c)  Participations.  Each Bank may sell, transfer, grant or
     assign participations in all or any part of such Bank's interests
     and obligations  hereunder; provided  that (i) such  selling Bank
     shall  remain  a  "Bank"  for  all  purposes  under  this  Credit
     Agreement (such  selling  Bank's  obligations  under  the  Credit
     Documents  remaining  unchanged) and  the  participant  shall not
     constitute a Bank hereunder, (ii) no such participant shall have,
     or be granted, rights to approve any amendment or waiver relating
     to  this Credit Agreement or the other Credit Documents except to
     the  extent any  such amendment  or waiver  would (A)  reduce the
     principal  of or rate  of interest on  or fees in  respect of any
     Loans in which the participant is participating, (B) postpone the
     date fixed for any  payment of principal (including extension  of
     the Termination  Date or the  date of any  mandatory prepayment),
     interest or fees  in which the  participant is participating,  or
     (C)  release  all  or  substantially  all  of  the collateral  or
     guaranties (except as expressly provided in the Credit Documents)
     supporting  any  of   the  Loans  or  Commitments  in  which  the
     participant  is participating,  (iii)  sub-participations by  the
     participant (except to an  affiliate, parent company or affiliate


                                  - 67 -


     of a parent company  of the participant) shall be  prohibited and
     (iv) any  such participations  shall be  in  a minimum  aggregate
     amount of $5,000,000 of the Commitments and in integral multiples
     of  $1,000,000 in  excess  thereof.   In  the  case  of any  such
     participation, the  participant shall  not have any  rights under
     this  Credit  Agreement  or   the  other  Credit  Documents  (the
     participant's rights against  the selling Bank in respect of such
     participation  to  be  those   set  forth  in  the  participation
     agreement  with such  Bank creating  such participation)  and all
     amounts payable by the Borrower hereunder shall be determined  as
     if such Bank had not sold such participation.

     10.04  No  Waiver; Remedies Cumulative.   No failure  or delay on  the
part of the Administrative Agent or any Bank in exercising any right, power
or privilege  hereunder or under any other Credit Document and no course of
dealing  between the Borrower or any Guarantor and the Administrative Agent
or any  Bank shall  operate as a  waiver thereof; nor  shall any  single or
partial  exercise of any right,  power or privilege  hereunder or under any
other Credit Document preclude any other or further exercise thereof or the
exercise  of any other right,  power or privilege  hereunder or thereunder.
The rights and remedies provided herein are cumulative and not exclusive of
any rights  or remedies which  the Administrative Agent  or any  Bank would
otherwise have.  No notice to or  demand on the Borrower in any case  shall
entitle  the Borrower or  any Guarantor to  any other or  further notice or
demand in  similar or  other circumstances  or constitute  a waiver of  the
rights of  the Administrative Agent  or the Banks  to any other  or further
action in any circumstances without notice or demand.

     10.05  Payment of Expenses, etc.  The Borrower agrees to:  (i) pay all
reasonable out-of-pocket costs and expenses  of the Administrative Agent in
connection with  the negotiation,  preparation, execution and  delivery and
administration  of this Credit Agreement and the other Credit Documents and
the  documents  and instruments  referred  to  therein (including,  without
limitation, the reasonable fees and expenses of Moore & Van Allen,  special
counsel to the Administrative  Agent) and any amendment, waiver  or consent
relating  hereto  and  thereto including,  but  not  limited  to, any  such
amendments,  waivers or consents resulting from or related to any work-out,
renegotiation or  restructure relating to  the performance by  the Borrower
under this  Credit Agreement and of the  Administrative Agent and the Banks
in  connection with enforcement of  the Credit Documents  and the documents
and  instruments referred  to  therein (including,  without limitation,  in
connection with any such enforcement, the reasonable fees and disbursements
of counsel for  the Administrative Agent and  each of the Banks,  including
in-house counsel);  (ii) pay and hold  each of the Banks  harmless from and
against any and all present  and future stamp and other similar  taxes with
respect  to the foregoing matters and save  each of the Banks harmless from
and against any  and all liabilities with respect to  or resulting from any
delay or omission (other than  to the extent attributable to such  Bank) to
pay such taxes;  and (iii)  indemnify each Bank,  its officers,  directors,
employees, representatives and agents  from and hold each of  them harmless
against  any  and all  losses,  liabilities,  claims,  damages or  expenses
incurred by any  of them as a result  of, or arising out of, or  in any way
related  to,  or  by reason  of,  any  investigation,  litigation or  other
proceeding (whether  or not any  Bank is  a party thereto)  related to  the


                                  - 68 -


entering  into and/or  performance of  any  Credit Document  or the  use of
proceeds of any Loans  (including other extensions of credit)  hereunder or
the  consummation of  any  other transactions  contemplated  in any  Credit
Document,  including,   without  limitation,   the   reasonable  fees   and
disbursements of  counsel incurred in  connection with any  such investiga-
tion,  litigation or  other  proceeding (but  excluding  (i) any  costs  or
expenses associated  with the  transfer of  a participation interest  under
Section 10.03(a)(ii)  or 10.03(c), and  (ii) any such  losses, liabilities,
claims,  damages or  expenses to  the extent  incurred by  reason of  gross
negligence  or  willful  misconduct  on  the  part  of  the  Person  to  be
indemnified).

     10.06    Amendments,  Waivers  and  Consents.    Neither  this  Credit
Agreement   nor any other Credit  Document nor any  of the terms  hereof or
thereof  may be amended,  changed, waived, discharged  or terminated unless
such  amendment, change,  waiver, discharge  or termination  is  in writing
signed  by the  Required Banks,  provided that  no such  amendment, change,
waiver, discharge or termination  shall, without the consent of  each Bank,
(i) extend the scheduled  maturities (including the final maturity  and any
mandatory prepayments) of  any Loan, or any portion thereof,  or reduce the
rate or extend the time of  payment of interest (other than as a  result of
waiving the applicability of  any post-default increase in  interest rates)
thereon  or fees  hereunder  or reduce  the  principal amount  thereof,  or
increase the Commitments of the Banks over the amount thereof in effect (it
being understood  and agreed  that  a waiver  of any  Default  or Event  of
Default or  of a  mandatory reduction  in the  total commitments  shall not
constitute  a change  in the  terms of  any Commitment  of any  Bank), (ii)
release any Guarantor from its guaranty obligations hereunder, (iii) amend,
modify or waive any provision of  this Section or Section 2.13, 2.14, 2.15,
2.16,  2.19,  8.01(a), 9.07,  10.02, 10.03  and  the provisions  of Section
2.12(b) relating  to a mandatory reduction  in Commitments on account  of a
public  issuance of indebtedness, (iv) reduce  any percentage specified in,
or otherwise modify, the definition of Required Banks or (v) consent to the
assignment or transfer by the Borrower (or Guarantor) of any  of its rights
and  obligations under  (or  in  respect of)  this  Credit Agreement.    No
provision  of  Section  9  may  be  amended  without  the  consent  of  the
Administrative Agent.

     10.07  Counterparts.   This Credit  Agreement may be  executed in  any
number of counterparts, each of which where so executed and delivered shall
be  an  original, but  all  of  which shall  constitute  one  and the  same
instrument.   It  shall not  be necessary  in making  proof of  this Credit
Agreement to produce or account for more than one such counterpart.

     10.08  Headings.  The headings of the sections and subsections  hereof
are  provided for  convenience only  and shall  not in  any way  affect the
meaning or construction of any provision of this Credit Agreement.

     10.09  Survival of Indemnification.  All indemnities set forth herein,
including, without  limitation,  in  Sections  2.13, 2.15  or  10.05  shall
survive the execution and delivery of this Credit Agreement, and the making
of  the Loans,  the repayment of  the Loans  and other  obligations and the
termination of the Commitment hereunder.


                                  - 69 -


     10.10  Governing Law; Submission to Jurisdiction; Venue.

          (a)  THIS CREDIT  AGREEMENT AND  THE OTHER  CREDIT DOCUMENTS
     AND  THE  RIGHTS AND  OBLIGATIONS  OF THE  PARTIES  HEREUNDER AND
     THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND  INTERPRETED IN
     ACCORDANCE  WITH THE LAWS OF  THE COMMONWEALTH OF  VIRGINIA.  Any
     legal action or  proceeding with respect to this Credit Agreement
     or any other Credit Document may  be brought in the courts of the
     Commonwealth  of Virginia in City  of Richmond, or  of the United
     States for the  Eastern District of  Virginia, and, by  execution
     and delivery of this Credit Agreement, each of the Credit Parties
     hereby  irrevocably accepts  for  itself and  in  respect of  its
     property, generally and unconditionally, the jurisdiction of such
     courts.  Each of the Credit Parties further  irrevocably consents
     to the service of process out of any of the aforementioned courts
     in any such action or proceeding by the mailing of copies thereof
     by  registered or certified mail,  postage prepaid, to  it at the
     address set  out  for notices  pursuant  to Section  10.01,  such
     service  to become effective 30 days after such mailing.  Nothing
     herein shall  affect the right of  the Agent to serve  process in
     any  other  manner   permitted  by  law  or   to  commence  legal
     proceedings or to otherwise  proceed against the Borrower  in any
     other jurisdiction.

          (b)  Each  of the  Credit Parties hereby  irrevocably waives
     any objection which it may now or hereafter have to the laying of
     venue  of any of the aforesaid actions or proceedings arising out
     of  or  in connection  with this  Credit  Agreement or  any other
     Credit Document brought in  the courts referred to in  subsection
     (a) hereof and  hereby further irrevocably waives  and agrees not
     to  plead or  claim in  any such  court that  any such  action or
     proceeding  brought  in any  such court  has  been brought  in an
     inconvenient forum.

          (c)  EACH OF THE AGENTS, EACH  OF THE BANKS AND EACH  OF THE
     CREDIT  PARTIES HEREBY IRREVOCABLY  WAIVES ALL RIGHT  TO TRIAL BY
     JURY  IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
     RELATING  TO  THIS  CREDIT AGREEMENT,  ANY  OF  THE  OTHER CREDIT
     DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     10.11  Severability.  If any  provision of any of the Credit Documents
is determined to be illegal, invalid or unenforceable, such provision shall
be fully severable and the remaining provisions  shall remain in full force
and effect  and shall be construed  without giving effect   to the illegal,
invalid or unenforceable provisions.

     10.12  Entirety.  This Credit Agreement together with the other Credit
Documents represent the entire agreement of the parties hereto and thereto,
and  supersede all prior agreements and understandings, oral or written, if
any, including  any commitment letters  or correspondence  relating to  the
Credit Documents or the transactions contemplated herein and therein.


                                  - 70 -


     10.13      Survival   of   Representations  and   Warranties.      All
representations and  warranties made by  the Borrower herein  shall survive
delivery of the Notes and the making of the Loans hereunder.


                [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                  - 71 -


     IN   WITNESS  WHEREOF,  each  of  the  parties  hereto  has  caused  a
counterpart  of this Credit Agreement to be  duly executed and delivered as
of the date first above written.

BORROWER:
                    O&M HOLDING, INC.,
                    a Virginia corporation
                    (to be renamed Owens & Minor, Inc. after the
                    Initial Funding Date)


                    By____________________________

                    Title_________________________


GUARANTORS:

                    OWENS & MINOR, INC.
                    a Virginia corporation
                    (to be renamed Owens & Minor Medical, Inc. after the
                    Initial Funding Date)


                    By____________________________

                    Title_________________________



                    NATIONAL MEDICAL SUPPLY CORPORATION
                    a Delaware corporation


                    By____________________________

                    Title_________________________


                    OWENS & MINOR WEST, INC.
                    a California corporation


                    By____________________________

                    Title_________________________


                    KOLEY'S MEDICAL SUPPLY, INC.
                    a Nebraska corporation


                    By____________________________

                    Title_________________________


                    LYONS PHYSICIAN SUPPLY COMPANY
                    an Ohio corporation


                    By____________________________

                    Title_________________________


                    A. KUHLMAN & COMPANY
                    a Michigan corporation


                    By____________________________

                    Title_________________________


                    STUART MEDICAL, INC.
                    a Pennsylvania corporation


                    By____________________________

                    Title_________________________

BANKS:

                    NATIONSBANK OF NORTH CAROLINA, N.A.,
                    individually in its capacity as a
                    Bank and in its capacity as Agent and
                    Administrative Agent


                    By____________________________
                       Robert Y. Bennett,
                       Vice President


                    CHEMICAL BANK,
                    individually in its capacity as a
                    Bank and in its capacity as a Co-Agent


                    By____________________________

                    Title_________________________


                    CRESTAR BANK,
                    individually in its capacity as a
                    Bank and in its capacity as a Co-Agent


                    By____________________________

                    Title_________________________



                    BANK OF AMERICA NT & SA


                    By____________________________

                    Title_________________________


                    THE BANK OF NOVA SCOTIA


                    By____________________________

                    Title_________________________


                    FIRST UNION NATIONAL BANK OF VIRGINIA


                    By____________________________

                    Title_________________________


                    PNC BANK, NATIONAL ASSOCIATION


                    By____________________________

                    Title_________________________


                    BANK OF MONTREAL


                    By____________________________

                    Title_________________________


                    THE BANK OF NEW YORK


                    By____________________________

                    Title_________________________


                    MELLON BANK, N.A.


                    By____________________________

                    Title_________________________


                    NATIONAL WESTMINSTER BANK USA


                    By____________________________

                    Title_________________________


                    NBD BANK, N.A.


                    By____________________________

                    Title_________________________



                    THE SANWA BANK LTD.


                    By____________________________

                    Title_________________________


                    SHAWMUT BANK CONNECTICUT N.A.


                    By____________________________

                    Title_________________________


                    SIGNET BANK/VIRGINIA


                    By____________________________

                    Title_________________________


                    WACHOVIA BANK OF NORTH CAROLINA, N.A.


                    By____________________________

                    Title_________________________









                                          Exhibit 4 (e)

                  FIRST AMENDMENT TO CREDIT AGREEMENT


      THIS FIRST AMENDMENT (the "First Amendment") dated as of February 28,
1995 is to that Credit Agreement dated as of April 29, 1994 (as amended and
modified hereby and as further amended and modified from time to time
hereafter, the "Credit Agreement"; terms used but not otherwise defined
herein shall have the meanings assigned in the Credit Agreement), by and
among OWENS & MINOR, INC., a Virginia corporation (formerly known as O & M
Holding, Inc.) (the "Borrower"), CERTAIN OF ITS SUBSIDIARIES identified as a
"Guarantor" in the definition thereof and on the signature pages hereof
(hereinafter sometimes referred to individually as a "Guarantor" and
collectively as the "Guarantors"), the various banks and lending
institutions identified on the signature pages hereto (each a "Bank" and
collectively, the "Banks"), NATIONSBANK, N.A. (CAROLINAS) (formerly known as
NationsBank of North Carolina, N.A.) as agent (in such capacity, the
"Agent"), CHEMICAL BANK and CRESTAR BANK as co-agents (in such capacity, the
"Co-Agents") and NATIONSBANK, N.A. (CAROLINAS) (formerly known as
NationsBank of North Carolina, N.A.) as administrative agent for the Banks
(in such capacity, the "Administrative Agent").


                          W I T N E S S E T H

      WHEREAS, the Banks
 have, pursuant to the terms of the Credit
Agreement, made available to the Borrower a $350,000,000 credit facility;
and

      WHEREAS, the Borrower has requested an increase in the size of the
credit facility to $425,000,000; and

      WHEREAS, the Banks have agreed to an increase in the credit facility
on the terms and conditions hereinafter set forth;

      NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

      A.    By execution of this First Amendment, the Borrower, the
Guarantors, the Banks and the Agents hereby agree as follows:

          (i)   As to Committed Revolving Loans which are Base Rate Loans
     ("Existing Floating Rate Loans") outstanding on the date this First
     Amendment shall be effective pursuant to Section D of this First
     Amendment (the "Effective Date"), the Revolving Committed Amounts of
     the Banks shall be adjusted as of the Effective Date based on the
     reallocation provided in Section B(1) hereof.  On the Effective Date,
     each Bank whose relative share of the Revolving Committed Amount (the
     "Revolving Commitment Percentage") shall increase based on Schedule
     2.01(a) as revised, shall increase the amount of its Committed
     Revolving Loans outstanding to the Borrower by paying to the
     Administrative Agent an amount equal to the increase in such Bank's
     Revolving Commitment Percentage multiplied by the Existing Floating
     Rate Loans, and the Administrative Agent shall in turn pay to each of
     the Banks whose Revolving Commitment Percentages shall decrease an
     amount equal to the decrease in such Reducing Bank's Revolving
     Commitment Percentage multiplied by the Existing Floating Rate Loans
     for application to the outstanding principal balance of such Loans.

          (ii)  As to Committed Revolving Loans which are Eurodollar Loans
      outstanding on the Effective Date ("Existing Fixed Rate Loans"), each
      Bank's interest in such Existing Fixed Rate Loans and the Revolving
      Commitment Percentage for each Bank in such Existing Fixed Rate Loans
      shall remain as in effect immediately prior to the Effective Date
      until the end of the applicable Interest Periods relating thereto.  At
      the maturity of each Interest Period for Existing Fixed Rate Loans,
      the Reducing Banks shall be paid an amount equal to the decrease in
      such Reducing Bank's Revolving Commitment Percentage multiplied by the
      Eurodollar Loans maturing on such date for application to the
      outstanding principal balance of such Loans, from the amounts paid on
      the Committed Revolving Loans by the Borrower or with the proceeds of
      New Loans (as hereafter defined).

          (iii) As to Loans made on or after the Effective Date (including
      extensions and conversions of Existing Fixed Rate Loans at the end of
      an Interest Period, hereafter "New Loans"), the Revolving Commitment
      Percentages of the Banks shall be as provided in Schedule 2.01(a) as
      reallocated and amended as provided in Section B(1) hereof.

          (iv)  Notwithstanding anything contained herein to the contrary,
      no Bank shall be obligated to make Loans in an aggregate amount at any
      time outstanding in excess of its Revolving Committed Amount, as
      reallocated and amended pursuant to Section B(1) hereof.

          (v)   The Borrower shall not be liable for any amounts under
      Section 2.15 of the Credit Agreement as a result of the increase in
      the size of the credit facility under the Credit Agreement or the
      reallocation of Commitments in respect thereof as contemplated by this
      First Amendment.

      B.    The Credit Agreement is amended in the following respects:

            1.  In connection with the increase in the size of the credit
facility made available under the Credit Agreement, the Revolving Committed
Amounts of the respective Banks have been reallocated among the Banks to be
as provided in Schedule 2.01(a) attached hereto.  Schedule 2.01(a) of the
Credit Agreement is hereby amended and modified to read as provided in
Schedule 2.01(a) attached hereto.

            2.  The definition of "Credit Agreement" as used in the Credit
Documents shall mean the Credit Agreement as amended by this First Amendment
and as further amended, modified, extended, renewed or replaced from time to
time.

            3.  The following definitions in Section 1.01 are amended and
modified to read as follows:

                "Consolidated Fixed Charges" means, for the applicable
          period ending as of a Determination Date, the sum of (i) all
          Interest Expense on all Indebtedness during such period, (ii) all
          Rentals (other than Rentals on Capitalized Leases to the extent
          such Rentals are included in Interest Expense or as a current
          maturity of a Capitalized Lease under subsection (iii) hereof)
          payable during such period, (iii) current maturities of Funded
          Debt and current maturities of Capitalized Leases as of such
          Determination Date, and (iv) all dividends paid in cash or
          property and redemptions made of capital stock (other than
          dividends paid to, or redemptions of capital stock owned by, the
          Borrower or a wholly-owned Restricted Subsidiary) during such
          period, in each case for the Borrower and its Restricted
          Subsidiaries on a consolidated basis determined in accordance with
          generally accepted accounting principles; but excluding, for
          purposes hereof:

                           (a)  amounts owing under the 9.10% Convertible
                  Subordinated Note due May 31, 1996 in the principal amount
                  of $3,332,912 made by the Borrower payable to Hygeia
                  Limited, in an amount not to exceed $3,500,000; and

                           (b)  Rentals related to leases of certain medical
                  supply equipment manufactured by Omnicell and Pyxis or
                  other manufacturers of similar equipment, in an aggregate
                  annual amount not to exceed $5,000,000.

                  "Consolidated Net Income" means, for the applicable period
          ending as of a Determination Date, the net income of the Borrower
          and its Restricted Subsidiaries for such period, determined on a
          consolidated basis in accordance with generally accepted
          accounting principles, but excluding for purposes of determining
          compliance with the Fixed Charge Coverage Ratio in Section 6.11(e)
          hereof:

                           (a)  any extraordinary gains or losses on the
                  sale or other disposition of assets, and any taxes on such
                  excluded gains and any tax deductions or credits on
                  account of any such excluded losses;

                           (b)  restructuring costs taken in fiscal year
                  1994 associated with the acquisition of Stuart Medical,
                  which shall include those costs associated with the
                  restructuring of corporate administrative functions,
                  including without limitation the closure of certain
                  distribution facilities, employee relocation and
                  termination, and writedown of certain software, in an
                  amount not to exceed $24,000,000 in the aggregate;

                           (c)  the proceeds of any life insurance policy;

                           (d)  net earnings of any business entity (other
                  than a Restricted Subsidiary) in which the Borrower or any
                  Restricted Subsidiary has an ownership interest unless
                  such net earnings shall have actually been received by the
                  Borrower or such Restricted Subsidiary in the form of cash
                  distributions;

                           (e)  any portion of the net earnings of any
                  Restricted Subsidiary which for any reason is unavailable
                  for payment of dividends to the Borrower or any other
                  Restricted Subsidiary; and

                           (f)  one-time restructuring charges taken after
                  December 31, 1994 but before January 1, 1996 in an amount
                  not to exceed $12,000,000 in the aggregate.

                  "Consolidated Net Income Available for Fixed Charges"
          means, for the applicable period ending as of a Determination
          Date, the sum of Consolidated Net Income

                           plus (to the extent deducted in determining
                  Consolidated Net Income) (i) all provisions for any
                  federal, state or other income taxes, (ii) depreciation,
                  amortization and other non-cash charges, including without
                  limitation any accrual necessary for purposes of
                  conforming with Financial Accounting Standards Board
                  Statement Number 106 (as defined by generally accepted
                  accounting principles) to the extent that the accrued
                  portion thereof constitutes a non-cash charge, (iii)
                  Interest Expense, and (iv) all Rentals (except for Rentals
                  relating to leases of medical supply equipment
                  manufactured by Omnicell and Pyxis and any other
                  manufacturer of similar equipment to the extent such
                  Rentals are excluded from the definition of "Consolidated
                  Fixed Charges", and without duplication for the interest
                  component under the Capitalized Leases to the extent
                  included in Interest Expense),

                           minus (v) all Capital Expenditures,

          for the Borrower and its Restricted Subsidiaries on a consolidated
          basis determined in accordance with generally accepted accounting
          principles.

                  "Consolidated Total Debt" means all Indebtedness of the
          Borrower and its Restricted Subsidiaries on a consolidated basis
          determined in accordance with generally accepted accounting
          principles, but excluding, for purposes hereof, the amount of
          capital lease obligations attributable to those leases of certain
          medical supply equipment manufactured by Omnicell and Pyxis and
          any other manufacturer of similar equipment to the extent Rentals
          thereunder shall not exceed an aggregate annual amount of
          $5,000,000.

                  4.    Clause (i) of Section 2.01, defining the "Revolving
Committed Amount," is amended and modified to read as follows:

                 (i)     with regard to the Banks collectively, the amount
          of the Committed Revolving Loans outstanding shall not at any time
          exceed FOUR HUNDRED TWENTY-FIVE MILLION DOLLARS ($425,000,000) in
          the aggregate (as such aggregate maximum amount may be reduced
          from time to time as hereinafter provided, the "Revolving
          Committed Amount"), and

                  5.     The reference in Section 2.02(a) to "10:00 A.M."
and in Section 2.07(b)(i) to "11:00 A.M.", being the time by which notice
must be given in the case of Revolving Loans and Swingline Loans,
respectively, is amended and modified in each case to "12:00 Noon".

                  6.     The table in Section 2.05, regarding the Applicable
Margin, is amended and modified to read as follows:

                           Applicable Margin

<TABLE>

           Consolidated Total Debt            Eurodollar Loan
           to Consolidated Total              and Fed Funds         Base Rate
Ratings    Capitalization Ratio               Swingline Loan        Loan
<S>        <C>                                <C>                   <C>
BB/Ba2            >=55%                           1.000%            .25%
BB+/Ba1       <55% but >=50%                       .875%              0%
BBB-/Baa3     <50% but >=45%                       .750%              0%
BBB/Baa2      <45% but >=40%                       .625%              0%
BBB+/Baa1          <40%                            .500%              0%

</TABLE>


                   7.    Clause (i) of Section 2.08, defining the
"Competitive Loan Maximum Amount," is amended and modified to read as
follows:

                  (i)    the aggregate amount of Competitive Loans shall not
          at any time exceed the lesser of FOUR HUNDRED TWENTY-FIVE MILLION
          DOLLARS ($425,000,000) or the Revolving Committed Amount (the
          "Competitive Loan Maximum Amount"), and

                   8.    Section 2.11(b), regarding the Commitment Fee, is
amended and restated in its entirety to read as follows:

                  (b)    Commitment Fees.  In consideration for the
          Commitments by the Banks hereunder, the Borrower agrees to pay to
          the Administrative Agent quarterly in arrears on the 15th day
          following the last day of each of the Borrower's fiscal quarters
          for the ratable benefit of the Banks a commitment fee (the
          "Commitment Fee") of (i) one-fourth of one percent (1/4%) per
          annum, on the first $75,000,000 of the average daily unused amount
          of the Revolving Committed Amount for such prior quarter, and (ii)
          one-eighth of one percent (1/8%) per annum, on the remaining
          average daily unused amount of the Revolving Committed Amount for
          such prior quarter.  This Commitment Fee shall accrue from the
          Effective Date of the First Amendment to Credit Agreement.  For
          purposes of computation of the Commitment Fee, neither Swingline
          Loans nor Competitive Loans shall be counted toward or considered
          usage under the Committed Revolving Loan facility.

                   9.    Section 6.10, regarding the use of proceeds, is
amended and restated in its entirety to read as follows:

                   6.10  Use of Proceeds.  The proceeds of the Loans
          hereunder shall be used for the purpose of (i) financing the
          acquisition of the capital stock of Stuart Medical, (ii)
          refinancing approximately $150,000,000 in existing indebtedness of
          Stuart Medical, (iii) financing costs and expenses incurred in
          connection with the acquisition of Stuart Medical, (iv)
          refinancing and replacing the existing credit facility extended to
          Owens & Minor, Inc. by NationsBank of Virginia, N.A. and Crestar
          Bank and other existing bank indebtedness, (v) negotiating
          discounts from trade suppliers in return for quicker trade
          payments, (vi) general working capital purposes, (vii) capital
          expenditures and (viii) other general corporate purposes.

                   10.   Section 6.11, regarding financial covenants, is
amended and modified to read as follows:

                   6.11  Financial Covenants.

                   (a)   Consolidated Current Ratio.  The Borrower will
          maintain at all times a Consolidated Current Ratio of at least 1.5
          to 1.0.

                   (b)   Consolidated Tangible Net Worth.  The Borrower will
          maintain Consolidated Tangible Net Worth, as determined on each
          Determination Date, of not less than $50,000,000; provided,
          however, the minimum Consolidated Tangible Net Worth required
          hereunder shall be increased on the last day of each of the
          Borrower's fiscal quarters to occur after January 1, 1995, by an
          amount equal to 50% of Consolidated Net Income for the fiscal
          quarter then ended (or if Consolidated Net Income for such period
          is a deficit figure, then zero).

                   (c)   Consolidated Net Worth.  The Borrower will maintain
          Consolidated Net Worth, as determined on each Determination Date,
          of not less than $240,000,000; provided, however, the minimum
          Consolidated Net Worth required hereunder shall be increased on
          the last day of each of the Borrower's fiscal quarters to occur
          after January 1, 1995, by an amount equal to 50% of Consolidated
          Net Income for the fiscal quarter then ended (or if Consolidated
          Net Income for such period is a deficit figure, then zero).

                   (d)   Leverage Ratio.  On each Determination Date the
          ratio of Consolidated Total Debt to Consolidated Total
          Capitalization will not exceed:

                                                             Leverage Ratio
          From the Closing Date through the
            First Anniversary Date of the
            Closing Date                                       .65 to 1.0

          Thereafter through the Third
            Anniversary Date of the Closing
             Date                                              .60 to 1.0

             Thereafter                                        .55 to 1.0

                   (e)   Fixed Charge Coverage Ratio.  As of each
             Determination Date for the Applicable Period set forth below,
             the Fixed Charge Coverage Ratio will not be less than:


                                                             Fixed Charge
                                                             Coverage Ratio
              From the Closing Date through
               the fiscal quarter ending on
               December 31, 1994                               1.5 to 1.0


             From the fiscal quarter ending on
               March 31, 1995 through and
               including the fiscal quarter
               ending on March 31, 1997                        1.3 to 1.0

             From the fiscal quarter ending on
               June 30, 1997 and thereafter                    1.5 to 1.0

             The Applicable Period for which the Fixed Charge Coverage Ratio
             shall be determined shall be as follows:

                                                    Duration of Applicable
                                                    Period ending as of
             Determination Date                     Determination Date*

             End of Fourth Quarter 1994                     Three Quarters

             End of First Quarter 1995 and
               thereafter                                    Four Quarters


                    * Components of the Fixed Charge Coverage Ratio shall be
             determined for the Applicable Period ending as of the
             Determination Date, except that determination of current
             maturities of Funded Debt and current maturities of Capitalized
             Leases under subsection (iii) of the definition of Consolidated
             Fixed Charges shall be for the duration shown for the
             Applicable Period above as of the Determination Date.

                   11.   Section 7.01(h) is amended and restated to read as
                   follows:

                   (h)   Obligations under or arising in connection with
             Interest Rate Protection Agreements relating to Loans under
             this Credit Agreement.

                   12.   The address for the Agent, the Administrative Agent
or the Swingline Lender, as referenced in Section 10.01 is amended to read
as follows:

                     NationsBank, N.A. (Carolinas)
                     101 N. Tryon Street
                     Independence Center, 15th Floor
                     NC1-001-15-04
                     Charlotte, North Carolina 28255
                     Attn:  Iris Boger

                            Agency Services
                     Telephone: (704) 386-9372
                     Telecopy:  (704) 386-9923

                     With a copy to:

                     NationsBank, N.A. (Carolinas)
                     1111 East Main Street
                     Fourth Floor Pavilion
                     VA2-310-04-07
                     Richmond, Virginia 23219-2321
                     Attn:  Robert Y. Bennett
                             Senior Vice President
                     Telephone: (804) 788-3631
                     Telecopy:  (804) 788-3669

                   13.   The Committed Revolving Notes shall be amended,
restated and substituted in the form attached as Schedule 2.06, such
amended, restated and substituted Committed Revolving Notes thereupon being
considered as the "Committed Revolving Notes" for all purposes under the
Credit Agreement.  The Competitive Loan Notes shall be amended, restated and
substituted in the form attached as 2.08(h), such amended, restated and
substituted Competitive Loan Notes thereupon being considered as the
"Competitive Loan Notes" for all purposes under the Credit Agreement.

                   C.    The Borrower hereby represents and warrants that:

                         (i)   any and all representations and warranties
        made by the Borrower and contained in the Credit Agreement (other
        than those which expressly relate to a prior period) are true and
        correct in all material respects as of the date of this First
        Amendment; and

                         (ii)  No Default or Event of Default currently
        exists and is continuing under the Credit Agreement as of the date
        of this First Amendment.

                   D.    This First Amendment shall not be effective until
receipt by the Administrative Agent of the following in form and substance
satisfactory to the Banks:

                         1.    Executed Documents.  Executed copies of this
        First Amendment, Amended, Restated and Substituted Committed
        Revolving Notes, Amended, Restated and Substituted Competitive Loan
        Notes, and related documentation.

                         2.    Legal Opinions.  Legal opinions of Drew St.J.
        Carneal, Esq., Senior Vice President and Corporate Counsel of the
        Borrower, and Hunton & Williams, special counsel to the Borrower and
        the Guarantors, addressed to the Administrative Agent and the Banks
        in form acceptable to the Administrative Agent and the Required
        Banks.

                         3.    Corporate Documents.

                               (i)    Articles of Incorporation.  Copies of
            the articles of incorporation or charter documents of the
            Borrower and the Guarantors certified to be true and complete as
            of a recent date by the appropriate governmental authority of
            the state of its incorporation.

                               (ii)   Resolutions.  Copies of resolutions of
            the Board of Directors of the Borrower and the Guarantors
            approving and adopting this First Amendment, the Amended,
            Restated and Substituted Committed Revolving Notes, and the
            Amended, Restated and Substituted Competitive Loan Notes, the
            transactions contemplated therein and authorizing execution and
            delivery thereof, certified by a secretary or assistant
            secretary as of the Closing Date to be true and correct and in
            force and effect as of such date and containing therein
            certification of the incumbency and specimen signatures of the
            officers of the Credit Parties executing the First Amendment,
            the Amended, Restated and Substituted Committed Revolving Notes,
            and the Amended, Restated and Substituted Competitive Loan
            Notes.

                               (iii)  Bylaws.  A copy of the bylaws of the
            Borrower and the Guarantors certified by a secretary or
            assistant secretary as of the date hereof to be true and correct
            and in force and effect as of such date.

                               (iv)   Good Standing.  Copies of (i)
            certificates of good standing, existence or its equivalent with
            respect to the Borrower and the Guarantors certified as of a
            recent date by the appropriate governmental authorities of the
            state of incorporation and each other state in which the failure
            to so qualify and be in good standing would have a Material
            Adverse Effect and (ii) a certificate indicating payment of all
            corporate franchise taxes in such states of incorporation
            certified as of a recent date by the appropriate governmental
            taxing authorities, to the extent generally available from such
            authorities.

                         4.    Other Information.  Such other information
        and documents as the Administrative Agent may reasonably request.

                   E.    The Borrower will execute such additional documents
as are reasonably requested by the Administrative Agent to reflect the terms
and conditions of this First Amendment.

                   F.    Except as modified hereby, all of the terms and
provisions of the Credit Agreement (and Schedules) remain in full force and
effect.

                   G.    The Borrower agrees to pay all reasonable costs and
expenses in connection with the preparation, execution and delivery of this
First Amendment, including without limitation the reasonable fees and
expenses of Moore & Van Allen, special counsel to the Administrative Agent.

                   H.    This First Amendment may be executed in any number
of counterparts, each of which when so executed and delivered shall be
deemed an original and it shall not be necessary in making proof of this
First Amendment to produce or account for more than one such counterpart.

                   I.    This First Amendment and the Credit Agreement, as
amended hereby, shall be deemed to be contracts made under, and for all
purposes shall be construed in accordance with the laws of the Commonwealth
of Virginia.

              [Remainder of Page Intentionally Left Blank]





        IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this First Amendment to Credit Agreement to be duly executed
under seal and delivered as of the date and year first above written.


BORROWER:
                          OWENS & MINOR, INC.,
                          a Virginia corporation
                          (formerly known as O & M Holding, Inc.)


                          By____________________________

                          Title_________________________


 GUARANTORS:
                          OWENS & MINOR MEDICAL, INC.
                          a Virginia corporation
                          (formerly known as Owens & Minor, Inc.)


                          By____________________________

                          Title_________________________



                          NATIONAL MEDICAL SUPPLY CORPORATION
                          a Delaware corporation


                          By____________________________

                          Title_________________________


                          OWENS & MINOR WEST, INC.
                          a California corporation


                          By____________________________

                          Title_________________________


                          KOLEY'S MEDICAL SUPPLY, INC.
                          a Nebraska corporation


                          By____________________________

                          Title_________________________










                                  Signature Pages to
                  Owens & Minor, Inc. First Amendment


                     LYONS PHYSICIAN SUPPLY COMPANY
                     an Ohio corporation

                     By____________________________

                     Title_________________________


                      A. KUHLMAN & COMPANY
                      a Michigan corporation

                      By____________________________

                      Title_________________________


                       STUART MEDICAL, INC.
                       a Pennsylvania corporation

                       By____________________________

                       Title_________________________

 BANKS:

                       NATIONSBANK, N.A. (CAROLINAS),
                       individually in its capacity as a
                       Bank and in its capacity as Agent and
                       Administrative Agent (formerly known as
                       NationsBank of North Carolina, N.A.)

                       By_____________________________
                            Robert Y. Bennett,
                            Senior Vice President



                       CHEMICAL BANK,
                       individually in its capacity as a
                       Bank and in its capacity as a Co-Agent

                       By

                       Title



                       CRESTAR BANK,
                       individually in its capacity as a
                       Bank and in its capacity as a Co-Agent

                       By

                       Title



                                  Signature Pages to
                  Owens & Minor, Inc. First Amendment


                        BANK OF AMERICA NT & SA

                        By

                        Title


                        THE BANK OF NOVA SCOTIA

                        By

                        Title


                        FIRST UNION NATIONAL BANK OF VIRGINIA

                        By

                        Title


                        PNC BANK, NATIONAL ASSOCIATION

                        By

                        Title


                        BANK OF MONTREAL

                        By

                        Title


                        THE BANK OF NEW YORK

                        By

                        Title


                        MELLON BANK, N.A.

                        By

                        Title


                        NATWEST BANK N.A. (formerly known as
                        National Westminster Bank USA)

                        By

                        Title



                                   Signature Pages to
                  Owens & Minor, Inc. First Amendment


                        NBD BANK

                        By

                        Title


                        THE SANWA BANK LTD.

                        By

                        Title


                        SHAWMUT BANK CONNECTICUT N.A.

                        By

                        Title


                        SIGNET BANK/VIRGINIA

                        By

                        Title


                        WACHOVIA BANK OF NORTH CAROLINA, N.A.

                        By

                        Title




                                       Exhibit 10(n)


                  August 9, 1994 Amendment to
       Enhanced Authorized Distribution Agency Agreement
                  Dated as November 16, 1993


 1.    The phrase "Capital Equipment" shall be deleted and
       replaced with "Equipment" in Section 1 (5) and in the
       first sentence of Section 6(A).

 2.    Add the following after the first sentence in Section
       6(A), "Any additional charges or fees stated as a
       percentage negotiated or agreed to by a Designated VHA
       Member or Affiliate shall be calculated as a percent
       of Cost, exclusive of other Cost plus charges."

 3.    The following shall be added to Schedule 8:  "Credit
       for prepay shall be a percent of the amount on deposit
       with ADA, not the amount of the invoice."

 4.    The following revisions shall be made to Schedule 6:

       (a)   The second sentence of the double-asterisked
             paragraph shall be amended to read:  "There is a
             6 month grace period on the Electronic Order
             Entry Requirement; that requirement will be
             effective July 1, 1994.

       (b)   The following shall be added to Schedule 6:
             "Note: Any additional charges or fees stated as
             a percentage negotiated or agreed to by a
             designated VHA member or affiliate shall be
             calculated as a percent of Cost, exclusive of
             other Cost plus charges."

 5.    The following shall be added to Schedule 15: "Note:
       Any additional
 charges or fees stated as a percentage
       negotiated or agreed to by a designated VHA member or
       affiliate shall be calculated as a percent of Cost,
       exclusive of other Cost plus charges."


                September 15, 1994 Amendment to
       Enhanced Authorized Distribution Agency Agreement
                  Dated as November 16, 1993


 Page 17           Section 6 Letter A      Annual Price
                                           Matrix Slotting

 Change:  "On or before January 1 of each year after 1994
 during the term of this Agreement", to "On or before April 1
 of each year after 1994 during the term of this Agreement".









                November 15, 1994 Amendment to
       Enhanced Authorized Distribution Agency Agreement
                  Dated as November 16, 1993


 Add to the end of the first sentence of Section 3 (F)(2),
 the following:

       ", from any vendor which meets industry standards of
       GMP and has credit worthiness comparable to other
       vendors with which the aDA does business where the VHA
       Members or Affiliates usage will meet the demand
       levels described in Section 3(F)(3)."

 In the first sentence of Section 3 (F)(3), delete "$100..."
 through the end of the sentence and replace with the
 following:  "$500 per quarter and three transactions per
 month."  Insert in next to last sentence after the words
 "usage estimate" the following: "in excess of $500 per
 quarter".

 Schedule 9 Return Goods Policy

       The follwing shall be added to the Return Goods
       Policy:

       "No hazardous materials will be accepted for return
       with the exception of shipping errors and defective
       merchandise.  Opened, leaking or damaged containers
       cannot be returned to the ADA, but should be disposed
       of in accordance with applicable laws and regulations.
       To obtain proper credit, contact your ADA Customer
       Service Representative.  Return shipments of hazardous
       materials must be packed, marked, labeled and shipped
       in accordance with DOT regulations governing the
       transportation of hazardous materials.




   
<PAGE>
                                                  Exhibit 11

                  OWENS & MINOR, INC. AND SUBSIDIARIES

               Calculation Of Net Income Per Common Share

   (In thousands, except per share amounts)
                                          Year ended December 31
                                         1994     1993      1992
   Income from continuing operations   $ 7,919  $18,517    $15,435

   Discontinued operations:

   Income from discontinued
     operations, net of taxes                -        -         77

   Gain on disposals, net of other
     provisions and taxes                    -      911      5,610

   Cumulative effect of change in
     accounting principles                   -      706       (730)

   Net income                            7,919   20,134     20,392

   Dividends on preferred stock          3,309        -          -

   Net income attributable to
     common shares                     $ 4,610   $20,134   $20,392

   Weighted average common shares
     and common share equivalents*:

   Common shares outstanding            30,764   30,428     29,394

   Common share equivalents-dilutive
     stock options                         344      585        288

   Weighted average common shares
     and common share equivalents       31,108   31,013     29,682

   Net income per common share:

   Continuing operations               $   .15  $   .60    $   .52

   Discontinued operations                   -      .03        .20

   Cumulative effect of change
     in accounting principles                -      .02       (.03)

   Net income per common share         $   .15  $   .65    $   .69

   * A  3-for-2 stock split was distributed on June 8, 1994 to shareholders
     of  record as  of May  24, 1994.    All applicable  share and  per share
     information has been restated to reflect this transaction.






SELECTED FINANCIAL DATA(2) (IN THOUSANDS, EXCEPT RATIOS AND PER SHARE DATA)
OWENS & MINOR, INC. AND SUBSIDIARIES


<TABLE>
Year ended December 31,                                              1994               1993             1992
<S>                                                          <C>                 <C>                 <C>
INCOME STATEMENT DATA:
Continuing operations:
Net sales                                                    $     2,395,803     $     1,396,971     $1,177,298
Cost of sales                                                      2,163,459           1,249,660      1,052,998
Gross margin                                                         232,344             147,311        124,300
Selling, general and administrative expenses                         163,621             106,362         90,027
Depreciation and amortization                                         13,034               7,593          5,861
Interest expense, net                                                 12,098               2,939          2,472
Nonrecurring restructuring expenses (1)                               29,594                   -              -
Total expenses                                                       218,347             116,894         98,360
Income before income taxes                                            13,997              30,417         25,940
Provision for income taxes                                             6,078              11,900         10,505
Income from continuing operations                                      7,919              18,517         15,435
Discontinued operations:
   Income from discontinued operations, net of taxes                       -                   -             77
   Gain on disposals, net of other provisions and taxes                    -                 911          5,610
Cumulative effect of change in accounting principles                       -                 706           (730)
Net income                                                             7,919              20,134         20,392
Dividends on preferred stock                                           3,309                   -              -
Net income attributable to common stock                      $         4,610     $        20,134     $   20,392
COMMON SHARE DATA:
Net income per common share:
Continuing operations                                        $           .15     $           .60     $      .52
Discontinued operations                                                    -                 .03            .20
Cumulative effect of change in accounting principles                       -                 .02           (.03)
Net income per common share
                                  $           .15     $           .65     $      .69
Cash dividends per common share                              $          .170     $          .140     $     .110
Weighted average common shares and common share
  equivalents                                                         31,108              31,013         29,682
Price range of common stock per share:
   High                                                      $         18.13     $         15.59     $    10.11
   Low                                                       $         13.25     $          8.42     $     7.33
SELECTED RATIOS:
Gross margin as a percent of net sales*                                  9.7%               10.5%          10.6%
Selling, general and administrative expenses as a percent
  of net sales*                                                          6.8%                7.6%           7.7%
Average receivable days sales outstanding*                              35.9                34.2           35.7
Average inventory turnover*                                              8.8                11.5           11.4
Return on average total equity*                                          3.7%               14.6%          14.4%
Current ratio                                                            1.8                 2.0            1.8
BALANCE SHEET DATA:
Working capital                                              $       281,788     $       139,091     $   99,826
Total assets                                                         868,560             334,322        274,540
Long-term debt                                                       248,427              50,768         24,986
Capitalization ratio                                                    49.2%               27.1%          17.6%
Shareholders' equity                                                 256,176             136,943        116,659
Shareholders' equity per common share outstanding            $          4.59     $          4.50     $     3.97
</TABLE>


*  CONTINUING OPERATIONS ONLY.

(1) THE COMPANY INCURRED $17.9 MILLION (NET OF $11.7 MILLION TAX
BENEFIT) OR $.57 PER COMMON SHARE OF NONRECURRING RESTRUCTURING EXPENSES
RELATED TO ITS RESTRUCTURING PLAN DEVELOPED IN CONJUNCTION WITH ITS
COMBINATION WITH STUART MEDICAL, INC. SEE FURTHER DISCUSSION IN NOTE 3
OF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

(2) SEE NOTE 2 OF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR A
DISCUSSION OF ACQUISITIONS AND DIVESTITURES THAT MAY AFFECT
COMPARABILITY OF DATA.


<TABLE>
                                                                1991              1990             1989             1988
<S>                                                         <C>                 <C>              <C>               <C>
INCOME STATEMENT DATA:
Continuing operations:
Net sales                                                   $1,021,014          $ 916,709        $ 708,089         $500,435
Cost of sales                                                  918,304            827,441          641,011          445,456
Gross margin                                                   102,710             89,268           67,078           54,979
Selling, general and administrative expenses                    77,082             67,171           57,943           42,668
Depreciation and amortization                                    4,977              4,210            2,795            2,416
Interest expense, net                                            4,301              5,858            5,078            2,230
Nonrecurring restructuring expenses (1)                             -                   -                -                -
Total expenses                                                  86,360             77,239           65,816           47,314
Income before income taxes                                      16,350             12,029            1,262            7,665
Provision for income taxes                                       6,681              4,634              628            3,032
Income from continuing operations                                9,669              7,395              634            4,633
Discontinued operations:
   Income from discontinued operations, net of taxes             2,358              1,380            1,855            3,734
   Gain on disposals, net of other provisions and taxes              -                  -                -                -
Cumulative effect of change in accounting principles                 -                  -                -                -
Net income                                                      12,027             8,775            2,489             8,367
Dividends on preferred stock                                         -                  -                -                -
Net income attributable to common stock                     $   12,027          $   8,775        $   2,489         $  8,367
COMMON SHARE DATA:
Net income per common share:
Continuing operations                                       $      .33          $     .26        $     .02         $    .16
Discontinued operations                                            .08                .05              .07              .13
Cumulative effect of change in accounting principles                -                  -                -                -
Net income per common share                                 $      .41          $     .31        $     .09         $    .29
Cash dividends per common share                             $     .088          $    .077        $    .077         $   .075
Weighted average common shares and common share
  equivalents                                                   29,462             28,755           28,412           28,263
Price range of common stock per share:
   High                                                     $    10.78          $    4.45        $    4.71         $   4.52
   Low                                                      $     4.17          $    3.19        $    3.37         $   2.62
SELECTED RATIOS:
Gross margin as a percent of net sales*                           10.1%               9.7%             9.5%            11.0%
Selling, general and administrative expenses as a percent
  of net sales*                                                    7.6%               7.3%             8.2%             8.5%
Average receivable days sales outstanding*                        38.1               39.2             41.4             41.0
Average inventory turnover*                                       11.1               10.8              8.5              7.6
Return on average total equity*                                   10.6%               9.1%              .8%             6.3%
Current ratio                                                      1.9                1.9              2.4              2.7
BALANCE SHEET DATA:                                         $  122,675          $ 117,983        $ 133,309         $106,545
Working capital                                                311,786            290,233          258,683          189,916
Total assets
Long-term debt                                                  67,675             71,339           85,324           46,819
Capitalization ratio                                              41.1%              45.6%            52.4%            37.8%
Shareholders' equity                                            97,091             85,002           77,560           77,170
Shareholders' equity per common share outstanding           $     3.34          $    2.99        $    2.75         $   2.75

</TABLE>






<TABLE>
                                                             1987             1986             1985            1984
<S>                                                      <C>                <C>              <C>              <C>
INCOME STATEMENT DATA:
Continuing operations:
Net sales                                                $    367,034       $  272,222       $  199,294       $170,777
Cost of sales                                                 326,651          239,170          171,099        145,990
Gross margin                                                   40,383           33,052           28,195         24,787
Selling, general and administrative expenses                   31,302           26,204           23,196         21,262
Depreciation and amortization                                   1,922            1,319            1,050            772
Interest expense, net                                           2,006            1,789            1,303          1,279
Nonrecurring restructuring expenses (1)                             -                -                -              -
Total expenses                                                 35,230           29,312           25,549         23,313
Income before income taxes                                      5,153            3,740            2,646          1,474
Provision for income taxes                                      2,148            1,806            1,224            652
Income from continuing operations                               3,005            1,934            1,422            822
Discontinued operations:
   Income from discontinued operations, net of taxes            3,481            2,968            2,986          2,815
   Gain on disposals, net of other provisions and taxes             -                -                -              -
Cumulative effect of change in accounting principles                -                -                -              -
Net income                                                      6,486            4,902            4,408          3,637
Dividends on preferred stock                                        -                -                -              -
Net income attributable to common stock                  $      6,486       $    4,902       $    4,408       $  3,637
COMMON SHARE DATA:
Net income per common share:
Continuing operations                                    $        .11       $      .07       $      .06       $    .04
Discontinued operations                                           .12              .11              .12            .15
Cumulative effect of change in accounting principles               -                -                -              -
Net income per common share                              $        .23       $      .18       $      .18       $    .19
Cash dividends per common share                          $       .065       $     .059       $     .053       $   .047
Weighted average common shares and common share
  equivalents                                                  28,187           27,702           24,245         19,259
Price range of common stock per share:
   High                                                  $       4.37       $     4.00       $     3.61       $   2.04
   Low                                                   $       2.32       $     2.62       $     1.75       $   1.48
SELECTED RATIOS:
Gross margin as a percent of net sales*                          11.0%            12.1%            14.1%          14.5%
Selling, general and administrative expenses as a percent
  of net sales*                                                   8.5%             9.6%            11.6%          12.5%
Average receivable days sales outstanding*                       41.0             40.6             45.9           44.0
Average inventory turnover*                                       8.0              8.3              7.9            7.0
Return on average total equity*                                   5.4%             5.0%             4.2%           2.7%
Current ratio                                                     2.8              2.7              2.6            3.0
BALANCE SHEET DATA:                                      $     89,056       $   71,317       $   54,248       $ 44,840
Working capital                                               154,390          126,779           96,825         74,702
Total assets
Long-term debt                                                 33,713           42,562           27,546         20,092
Capitalization ratio                                             32.3%            51.0%            43.4%          38.5%
Shareholders' equity                                           70,761           40,878           35,914         32,059
Shareholders' equity per common share outstanding        $       2.52       $     2.05       $     1.85       $   1.69
</TABLE>



MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION

OWENS & MINOR, INC. AND SUBSIDIARIES


RESULTS OF OPERATIONS
1994 COMPARED TO 1993

NET SALES
      Net sales increased 71.5% to $2.4 billion in 1994. Assuming the
Stuart Medical, Inc. (Stuart) combination occurred January 1, 1993, the
increase was approximately 16.6%. The "same store" sales increase is due
primarily to new contracts with large healthcare providers such as
Columbia/HCA Healthcare Corp., Premier Health Alliance and the
Department of Defense; a new distribution agreement with VHA Inc., the
Company's largest contract, which provided incentives to member
hospitals to increase purchases from Owens & Minor; and the continued
product line expansion by the Company. Sales under the VHA agreement
grew to approximately $960 million, or 40% of total net sales, in 1994
from approximately $460 million, or 33% of net sales, in 1993. During
the fourth quarter of 1994, VHA expanded its distribution agreement to
include Baxter Healthcare Corporation, the Company's single largest
competitor. The loss of sales related to this change in the agreement is
projected to be offset by the ability of the Company to distribute
Baxter products to VHA member hospitals, which was not previously
possible.

GROSS MARGIN
        Gross margin as a percent of net sales decreased by .8
percentage points to 9.7% in 1994. The decrease is a result of the sales
increases from large lower margin contracts. As the healthcare industry
consolidates, gross margin as a percent to net sales will continue to be
under pressure. However, the Company should continue to be able to
offset percentage decreases with sales volume increases, producing an
overall increase in gross margin dollars (58% increase in 1994).
Additionally, the Company anticipates stabilizing the gross margin
percent by offering more value-added services to its customers and
working with its manufacturing partners in achieving equitable returns,
on the sales it provides these partners.



SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
        Selling, general and administrative expenses decreased to 6.8%
of net sales in 1994 from 7.6% in 1993. This decrease was primarily the
result of the synergies obtained from the Stuart combination and the
sales volume increases from large customers such as VHA, Columbia/HCA
Healthcare Corp. and Premier Health Alliance. The Company will be able
to reduce this ratio further as conversions to one computer system are
completed, a distributed (client/server) environment is implemented and
the healthcare industry continues to consolidate. The majority of system
conversions are scheduled for completion by the latter part of 1995, the
client/server applications and distributed workflow will continue over
the next few years and the Company will continue to pursue consolidation
opportunities within the distribution segment of the healthcare industry
and assist its partners in the consolidation of other segments.


DEPRECIATION AND AMORTIZATION
       Depreciation and amortization increased by 71.7%, due primarily
to the additional goodwill amortization and depreciation expenses
related to the Stuart combination and the depreciation of the Company's
continued investment in new and improved technology.

INTEREST EXPENSE, NET
       Net interest expense increased $9.2 million to $12.1 million in
1994. The increase is due primarily to the debt increase related to the
Stuart combination and the increase in the Company's average interest
rate on its variable rate revolving credit facility from 3.8% in 1993 to
5.6% in 1994. The rate increase is due to the overall rate increases in
the lending markets. The Company has initiated an interest rate
management program to fix the interest rate on a portion of the
revolving credit facility.

NONRECURRING RESTRUCTURING EXPENSES
       As a result of the Company's combination with Stuart and its
related decision to outsource the operation of its mainframe computer
system, the Company implemented a restructuring plan. The plan was
designed to eliminate duplicate costs within the Company by closing
overlapping facilities and redesigning ineffective processes, and to
focus internal teammates on implementing client/server technology.
During 1994, the Company incurred approximately $29.6 million (pretax)
or $.57 per common share (after tax) of nonrecurring expenses related to
the plan. These expenses are comprised primarily of duplicate facility
costs (approximately $15.2 million), costs associated with redesigning
and implementing operating processes to increase efficiencies within the
combined company (approximately $7.1 million) and costs associated with
the contracting out of the Company's mainframe computer operations
(approximately $7.3 million). The total expenses and timeframe of the
plan have expanded from the Company's initial estimates for several
reasons. The sales growth combined with the Stuart combination created a
need to outsource the operations of the mainframe computer. Efforts were
extended to reduce duplicate costs and improveefficiencies in the
Company's operating processes. Finally and most importantly, the Company
wanted to ensure the effectiveness of the plan. The restructuring plan
is anticipated to be completed during 1995 with expected charges to
income of approximately $9.0 million in 1995.

INCOME TAXES
       The effective tax rate increased by 4.3 percentage points to
43.4% in 1994, due primarily to the non-deductible goodwill arising out
of the Stuart combination. A complete reconciliation of the statutory
income tax rate to the Company's effective income tax rate is provided
in Note 11 of the Notes to Consolidated Financial Statements.

INCOME FROM CONTINUING OPERATIONS
       Income decreased by $10.6 million due to the nonrecurring
restructuring expenses previously discussed. Without these expenses the
Company's income increased by $7.3 million or 39.3% and the Company's
income per common share increased to $.72 from $.60 in 1993. The
increase is due primarily to the sales growth and administrative
synergies the Company has achieved.

RESULTS OF OPERATIONS
1993 COMPARED TO 1992

CONTINUING OPERATIONS:

NET SALES
       Net sales from continuing operations increased 18.7% to $1.4
billion in 1993. Same store sales increased 15.0%. The increase is
primarily the result of increased account penetration, the development
of new partnerships with key customers around the country, market share
improvement due to the continuing consolidation in the industry, the
sale of new products and lines and the opening or acquisitions of six
new distribution centers. Net sales under the VHA contract increased by
$72.6 million, or 18.8%, to $459.6 million in 1993.

GROSS MARGIN
       Gross margin as a percent of net sales decreased by .1 percentage
point to 10.5% in 1993. This decrease is a result of continued margin
pressure and a greater percentage of business coming from major national
accounts. The margin decrease was offset through aggressive and
strategic buying practices, the development of revenue-producing
value-added services for our customers and tighter control of price and
contract adjustments using electronic data interchange (EDI).

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
       Selling, general and administrative expenses decreased to 7.6% of
net sales in 1993 from 7.7% in 1992. This decrease was primarily the
result of the Company's effort to reduce administrative expenses to
offset the margin decrease. The decrease in administrative expense was
partially offset with the costs of opening new distribution centers in
Birmingham, Detroit, Boston and Seattle. The Company also continued its
commitment to quality through investing in training and information
system technology development.

INTEREST EXPENSE, NET
      Net interest expense increased $.5 million to $2.9 million in
1993. The average interest rate decreased from 8.3% in 1992 to 6.5% in
1993. The increase in interest expense was primarily the result of
increased borrowings to finance the new distribution centers discussed
above, the acquisitions of Lyons Physician Supply Company in Youngstown,
Ohio and A. Kuhlman & Company in Detroit, Michigan and increased
inventory from product line expansion.

INCOME TAXES
       The effective tax rate decreased by 1.4 percentage points
from 40.5% in 1992 to 39.1% in 1993. A reconciliation of the
statutory income tax rate to the Company's effective income
tax rate is provided in Note 11 of the Notes to Consolidated
Financial Statements.

INCOME FROM CONTINUING OPERATIONS
      Income increased by $3.1 million to $18.5 million in
1993. Income per common share increased by $.08 to $.60
per common share in 1993.

DISCONTINUED OPERATIONS
       The Company's divestitures of the Wholesale Drug and Specialty
Packaging Divisions are discussed in Note 2 of the Notes to Consolidated
Financial Statements.

CHANGE IN ACCOUNTING PRINCIPLE
       Effective January 1, 1993, the Company adopted Statement of
Financial Accounting Standards No. 109, ACCOUNTING FOR INCOME TAXES. The
cumulative effect of this change in accounting for income taxes resulted
in a benefit of $.7 million in 1993.

FINANCIAL CONDITION

CAPITAL RESOURCES
       As part of the Company's growth and commitment to being the low
cost distributor of medical/surgical supplies, the Company began in 1994
a major initiative to move from a mainframe computer system to an open
dis- tributed (client/server) environment. This initiative will be
ongoing over the next several years and will require significant capital
investment. The first phase of this project is scheduled for rollout
during the second quarter of 1995 and the payback is expected to be
realized immediately upon each phase's rollout. The payback should
consist of significantly improved asset management and reduced selling,
general and administrative expenses.

ASSET MANAGEMENT
       During 1994, several factors unfavorably impacted the Company's
measurements of asset management. The Stuart combination, and several
new customer contracts requiring higher fill rates and expanded product
lines, combined to decrease asset turnover from 4.6 in 1993 to 3.7 in
1994, decrease inventory turnover from 11.5 in 1993 to 8.8 in 1994, and
increase accounts receivable days outstanding from 34.2 in 1993 to 35.9
in 1994. Although these measurements have declined, the Company
continues to be a leader in asset management within the industry. The
Company will continue to focus on asset management and, as its new
technology is implemented, should improve its measurements.

LIQUIDITY
       The Company increased its debt to equity ratio to 49.2% in 1994
from 27.1% in 1993. This increase was caused by its combination with
Stuart, its interrelated restructuring plan, a reduction in operating
cash flow from Stuart receivables not purchased as part of the
combination, a reduction in operating cash flow from increased inventory
levels in response to customer requirements and its technology
investments. At December 31, 1994, the Company had approximately $115
million of unused credit under its $350 million revolving credit
facility. Subsequent to year end, the Company increased its credit
facility to $425 million to finance its technology initiatives, its
working capital growth and its initiatives to increase gross margin by
decreasing payment terms with its manufacturing partners. The Company
believes its financing resources more than adequately meet its needs.


<PAGE>
CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA)
OWENS & MINOR, INC. AND SUBSIDIARIES


<TABLE>
Year ended December 31,                                    1994          1993           1992
<S>                                                    <C>           <C>           <C>
Continuing operations:
Net sales                                              $2,395,803    $1,396,971    $1,177,298
Cost of sales                                           2,163,459     1,249,660     1,052,998

Gross margin                                              232,344       147,311       124,300

Selling, general and administrative expenses              163,621       106,362        90,027
Depreciation and amortization                              13,034         7,593         5,861
Interest expense, net                                      12,098         2,939         2,472
Nonrecurring restructuring expenses                        29,594             -             -

Total expenses                                            218,347       116,894        98,360

Income before income taxes                                 13,997        30,417        25,940
Provision for income taxes                                  6,078        11,900        10,505

Income from continuing operations                           7,919        18,517        15,435
Discontinued operations:
  Income from discontinued operations, net of taxes             -             -            77
  Gain on disposals, net of other provisions and taxes          -           911         5,610
Cumulative effect of change in accounting principles            -           706          (730)

Net income                                                  7,919        20,134        20,392
Dividends on preferred stock                                3,309             -             -

Net income attributable to common stock                $    4,610    $   20,134    $   20,392

Net income per common share:
Continuing operations                                  $      .15    $      .60    $      .52
Discontinued operations                                         -           .03           .20
Cumulative effect of change in accounting principles            -           .02          (.03)

Net income per common share                            $      .15    $      .65    $      .69

Cash dividends per common share                        $      .17    $      .14    $      .11

Weighted average common shares and common
  share equivalents                                        31,108        31,013        29,682

</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.



<PAGE>

CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE DATA)

OWENS & MINOR, INC. AND SUBSIDIARIES

<TABLE>
December 31,                                                   1994        1993
<S>                                                          <C>         <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                  $    513    $  2,048
  Accounts and notes receivable, net of allowance of $
    5,340 in 1994
    and $4,678 in 1993                                        290,240     144,629
  Merchandise inventories                                     323,851     124,848
  Other current assets                                         26,222      10,638

  TOTAL CURRENT ASSETS                                        640,826     282,163
Property and equipment, net                                    38,620      23,863
Excess of purchase price over net assets acquired, net        175,956      17,316
Other assets                                                   13,158      10,980

  TOTAL ASSETS                                               $868,560    $334,322

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Current maturities of long-term debt                       $    236    $  1,494
  Accounts payable                                            296,878     120,699
  Accrued payroll and related liabilities                      11,294       5,768
  Other accrued liabilities                                    50,630      15,111

  TOTAL CURRENT LIABILITIES                                   359,038     143,072
Long-term debt                                                248,427      50,768
Accrued pension and retirement plan                             4,919       3,539

  TOTAL LIABILITIES                                           612,384     197,379

SHAREHOLDERS' EQUITY
  Preferred stock, par value $100 per share; authorized
    - 10,000 shares
    Series A; Participating Cumulative Preferred
      Stock; none issued                                            -           -
    Series B; Cumulative Preferred Stock; 4.5%,
      convertible; issued - 1,150 shares in 1994              115,000           -
  Common stock, par value $2 per share; authorized -
    200,000 shares;
    issued - 30,764 shares in 1994 and 20,285 shares
      in 1993                                                  61,528      40,569
  Paid-in capital                                               1,207       9,258
  Retained earnings                                            78,441      87,116

  TOTAL SHAREHOLDERS' EQUITY                                  256,176     136,943

Commitments and contingencies

  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $868,560    $334,322

</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)

OWENS & MINOR, INC. AND SUBSIDIARIES


<TABLE>
Year ended December 31,                                          1994         1993         1992
<S>                                                          <C>           <C>          <C>
OPERATING ACTIVITIES
Net income                                                   $   7,919     $ 20,134     $ 20,392
Noncash charges (credits) to income
  Depreciation and amortization                                 13,034        7,593        5,861
  Provision for losses on accounts and notes receivable          1,149          497        1,351
  Provision for LIFO reserve                                       671          661        1,056
  Gain on disposals of business segments, net                        -         (911)      (5,610)
  Cumulative effect of change in accounting principles               -         (706)         730
  Other, net                                                     1,093          897        1,135

Cash provided by net income and noncash charges                 23,866       28,165       24,915
Changes in assets and liabilities, net of effects from
  acquisitions
  Accounts and notes receivable                               (144,917)     (23,424)           5
  Merchandise inventories                                      (81,318)     (28,232)         359
  Accounts payable                                              22,375       13,307       (8,885)
  Net change in other current assets and current
    liabilities                                                 25,323         (258)     (10,591)
  Other, net                                                       790          431       (2,112)

CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES              (153,881)     (10,011)       3,691

INVESTING ACTIVITIES
Business acquisitions, net of cash acquired                    (40,608)      (2,416)           -
Proceeds from disposals of business segments                         -            -       50,920
Additions to property and equipment                             (6,634)      (6,288)      (4,955)
Other, net                                                      (1,513)      (3,377)      (2,535)

CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES               (48,755)     (12,081)      43,430

FINANCING ACTIVITIES
Additions to long-term debt                                    197,088       37,000            -
Reductions of long-term debt                                   (55,032)     (17,471)     (44,619)
Other short-term financing                                      65,426          765        6,599
Cash dividends paid                                             (7,664)      (4,222)      (3,224)
Exercise of options                                              1,283        1,000          436

CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES               201,101       17,072      (40,808)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS            (1,535)      (5,020)       6,313
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                   2,048        7,068          755

CASH AND CASH EQUIVALENTS AT END OF YEAR                     $     513     $  2,048     $  7,068
</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.



<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT RATIOS AND PER
 SHARE DATA)

OWENS & MINOR, INC. AND SUBSIDIARIES

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

   The consolidated financial statements include the accounts of Owens &
Minor, Inc. and its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.

CASH AND CASH EQUIVALENTS
   Cash and cash equivalents include cash and marketable securities with
an original maturity at the date of purchase of three months or less.
The carrying amount of marketable securities approximates fair value
because of the short maturity of these instruments.

MERCHANDISE INVENTORIES
   Merchandise inventories are valued at the lower of cost or
market with the cost of approximately 64% of the Company's inventories
determined on a last-in, first-out (LIFO) basis and the remainder on a
first-in, first-out (FIFO) basis.

PROPERTY AND EQUIPMENT
   Property and equipment are recorded at cost. At inception, capital
leases are recorded at the lesser of fair value of the leased property
or the discounted present value of the minimum lease payments. The cost
of assets sold or retired and the related amounts of accumulated
depreciation and amortization have been eliminated from the accounts in
the year of sale or retirement and the resulting gain or loss has been
reflected in operations. Normal maintenance and repairs are expensed as
incurred, and renovations and betterments are capitalized.

   Depreciation is computed on the straight-line method over the
estimated useful lives of the various assets. Capital leases and
leasehold improvements are amortized by the straight-line method over
the shorter of their estimated useful lives or the term of the lease.
Accelerated methods and lives are used for income tax reporting
purposes. Estimated useful lives for financial reporting purposes are:

                                   ESTIMATED
ASSETS                            USEFUL LIFE
Buildings and improvements        20-40 years
Furniture, fixtures and equipment  3-10 years
Transportation equipment            3-6 years


EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED
   The excess of purchase price over net assets acquired (goodwill) is
being amortized on a straight-line basis over 40 years from the dates of
acquisition. Based upon management's assessment of future cash flows of
acquired businesses, the carrying value of goodwill at December 31,
1994, has not been impaired.

COMPUTER SOFTWARE
    Computer software, purchased in connection with major system
developments, is capitalized. Additionally, certain software development
costs are capitalized when incurred and when technological feasibility
has been established. Amortization of all capitalized software costs is
computed on a product-by-product basis over the estimated economic life
of the product which ranges from three to five years. Computer software
costs are included in other assets in the Consolidated Balance Sheets.

PENSION AND RETIREMENT PLANS
  Annual costs of the Company's pension and retirement plans are
determined actuarially in accordance with Statement of Financial
Accounting Standards No. 87, EMPLOYERS' ACCOUNTING FOR PENSIONS.

POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
   Annual costs of the Company's postretirement benefits other than
pensions are determined actuarially in accordance with Statement of
Financial Accounting Standards No. 106, EMPLOYERS' ACCOUNTING FOR
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS.

INCOME TAXES
  The Company uses the asset and liability method in accounting for
income taxes in accordance with Statement of Financial Accounting
Standards No. 109, ACCOUNTING FOR INCOME TAXES. Deferred income taxes
result primarily from the use of different methods for financial
reporting and tax purposes.


NET INCOME PER COMMON SHARE
    Net income per common share is computed using the weighted average
number of shares of common stock and common stock equivalents
outstanding during the year. The convertible preferred stock is
considered a common stock equivalent; however, it has been excluded
from the number of weighted average shares due to the dilutive effect
of the preferred dividend. The assumed conversion of all convertible
debentures has not been included in the computation because the
resulting dilution is not material.

DERIVATIVE FINANCIAL INSTRUMENTS

   The Company enters into interest rate swap and cap agreements to
manage interest rate risk of variable debt and not for trading purposes.
The differences to be paid or received on the interest rate swaps and
the amortization of the cap fees are included in interest expense.


NOTE 2 - BUSINESS ACQUISITIONS AND DIVESTITURES

   On May 10, 1994, the Company paid $40,200 and exchanged 1,150 shares
of 4.5%, $100 par value, Series B Cumulative Preferred Stock for all the
capital stock of Stuart Medical, Inc. (Stuart), a distributor of
medical/surgical supplies. The Series B Cumulative Preferred Stock is
convertible into approximately 7,000 shares of common stock. The
transaction was accounted for as a purchase and, accordingly, the
operating results of Stuart have been included in the Company's
consolidated operating results since May 1, 1994. The purchase price
exceeded the net assets acquired by approximately $159,000 which is
being amortized on a straight-line basis over 40 years.

   The following unaudited pro forma results of operations for the years
ended December 31,1994, and 1993 assume the Stuart combination occurred
January 1, 1993. The amounts reflect adjustments, such as increased
interest expense on acquisition debt, amortization of the excess of
purchase price over net assets acquired, reversal of nonrecurring
restructuring expenses and related income tax effects.


Year Ended December 31,        1994          1993
Net sales                   $2,718,000    $2,331,000
Net income                  $   28,100    $   24,200
Net income per common share $      .74    $      .62

   The pro forma results are not necessarily indicative of what actually
would have occurred if the combination had been in effect for the
entire years presented. In addition, they are not intended to be a
projection of future results.

  On October 1, 1994, the Company acquired substantially all of the
assets of Emery Medical Supply, Inc. (Emery) of Denver, Colorado for
cash. The acquisition was accounted for as a purchase with results of
Emery included from the acquisition date. Pro forma results of this
acquisition, assuming it had been made at the beginning of the year,
would not be materially different from the results reported.

   On May 28, 1993, the Company issued shares of its common stock for
all the outstanding common stock of Lyons Physician Supply Company
(Lyons) of Youngstown, Ohio. This merger has been accounted for as a
pooling of interests, and the Company's 1993 consolidated financial
statements include the activity of Lyons as of January 1, 1993.

    On June 25, 1993, the Company acquired all of the outstanding common
stock of A. Kuhlman & Co. (Kuhlman) of Detroit, Michigan. The
acquisition was accounted for as a purchase with the results of Kuhlman
included from the acquisition date. The cost of the acquisition was
approximately $2,900 and exceeded the net book value of the tangible
assets acquired and liabilities assumed by approximately $1,700. Pro
forma results of this acquisition, assuming it had been made at the
beginning of the year, would not be materially different from the
results reported.

   On February 28, 1992, the Company sold substantially all of the net
assets of its Wholesale Drug Division to Bergen Brunswig Corporation.
Accordingly, the operations of the Wholesale Drug Division have been
classi- fied as discontinued operations for all years presented in the
accompanying Consolidated Statements of Income. The proceeds from the
sale of approximately $49,552 resulted in a gain of $9,783, net of
applicable income tax expense of $6,408, for the year ended December 31,
1992.


    On May 29, 1992, the Company sold substantially all of the net
assets of Vangard Labs, Inc., completing the disposition of the
Specialty Packaging Segment, to Medical Technology Systems, Inc. The
proceeds from the sale of approximately $2,000 resulted in a loss of
$2,858, net of applicable income tax benefit of $1,257, for the year
ended December 31, 1992.

    The Company periodically re-evaluates the adequacy of its accruals
associated with discontinued operations. In 1993, the Company decreased
its loss provision for discontinued operations by $911 based on
settlement of established liabilities and changes in prior estimates of
expenses. In 1992, the loss provision was increased by $1,315 for such
changes in prior estimates.


NOTE 3 - NONRECURRING RESTRUCTURING EXPENSES

    During 1994, the Company incurred $29,594 of nonrecurring
restructuring expenses in connection with the Company's combination with
Stuart and the Company's related decision to contract out the management
and operation of its mainframe computer system. These expenses are
comprised primarily of duplicate facility costs (approximately $15,200),
costs associated with redesigning and implementing operating processes
to increase efficiencies within the combined company (approximately
$7,100) and costs associated with the contracting out of the Company's
mainframe computer operations (approximately $7,300). The nonrecurring
expenses include non-cash asset write downs of approximately $3,200 and
accrued liabilities of $2,100 at December 31, 1994. The restructuring
plan is anticipated to be completed during 1995 with expected charges to
income of approximately $9,000 in 1995.


NOTE 4 - MERCHANDISE INVENTORIES

  Approximately 64% of the Company's inventories are valued using the
last-in, first-out (LIFO) method of inventory valuation. If LIFO
inventories had been valued at current costs (FIFO), they would have
been greater by the following amounts:

DECEMBER 31, 1994    $18,291
December 31, 1993    $17,620
December 31, 1992    $16,959

NOTE 5 - PROPERTY AND EQUIPMENT

  The Company's investment in property and equipment consists of the
following:


December 31,                                           1994       1993
Land and buildings                                   $13,589    $ 4,617
Furniture, fixtures and equipment                     39,566     27,042
Transportation equipment                               1,264      1,093
Capitalized leases                                       835      7,776
Leasehold improvements                                 6,891      5,898
                                                      62,145     46,426
Less: Accumulated depreciation                        22,930     17,304
Less: Accumulated amortization of capitalized leases     595      5,259
Property and equipment, net                          $38,620    $23,863

   For continuing operations, depreciation expense for property and
equipment for 1994, 1993, and 1992 was $8,417, $6,368 and $5,129,
respectively.


NOTE 6 - ACCOUNTS PAYABLE

  The Company's accounts payable consists of the following:


December 31,               1994         1993
Trade accounts payable   $209,849    $ 99,096
Drafts payable             87,029      21,603
Total accounts payable   $296,878    $120,699

NOTE 7 - LONG-TERM DEBT

  The Company's long-term debt consists of the following:


December 31,                         1994          1993
Revolving credit notes             $235,300     $ 37,000
0% Subordinated Note                  9,067        8,214
Convertible Subordinated Debenture    3,333        3,500
Other                                   963        3,548
                                    248,663       52,262
Current maturities                     (236)      (1,494)
Long-term debt                     $248,427     $ 50,768

  Simultaneous with the Stuart combination, the Company entered into a
$350,000 Senior Credit Agreement with interest based on, at the
Company's discretion, the London Interbank Borrowing Offering Rate
(LIBOR) or the Prime Rate. The Agreement expires in April 1999. Under
certain provisions of the Agreement, the Company is required to maintain
tangible net worth at specified levels. Other financial covenants relate
to levels of indebtedness, liquidity and cash flow. The proceeds were
used to fund the $40,200 cash paid in the combination, repay certain of
the long-term debt of Stuart and the Company and fund the working
capital requirements associated with the accounts receivable of Stuart.
Stuart sold its accounts receivable at a discount to a related funding
company, thus no receivables were acquired by the Company in the
combination.

  The Company entered into interest rate swap and cap agreements to
reduce the potential impact of increases in interest rates on the
$350,000 Senior Credit Agreement. Under the swap agreements the Company
pays the counterparties a fixed interest rate, ranging from 6.35%-6.71%,
and the counterparties pay the Company interest at a variable rate based
on the 3-month LIBOR. The total notional amount of the interest rate
swaps was $55,000 at December 31, 1994 and the term of the agreements
ranged from 2-3 years. Under the interest rate cap agreements, the
Company receives from the counterparties amounts by which the 3-month
LIBOR rate exceeds 6.5% based on the notional amounts of the cap
agreements which total $20,000. The term of these agreements is 2 years.
The Company is exposed to certain losses in the event of nonperformance
bythe counterparties to these agreements, however, the Company's
exposure is not significant and nonperformance is not anticipated. Based
on estimates obtained from a dealer at which the interest rate swap and
cap agreements could be settled, the Company had unrealized gains of
approximately $1,547 and $266, respectively, as of December 31, 1994.

  On May 31, 1989, the Company issued an $11,500, 0% Subordinated Note
and a $3,500, 6.5% Convertible Subordinated Debenture to partially
finance the National Healthcare acquisition. The 0% SubordinatedNote due
May 31, 1997 was discounted for financial reporting purposes at an
effective rate of 10.4% to $5,215on the date of issuance. In 1994, the
6.5% Convertible Subordinated Debenture was exchanged for a $3,333, 9.1%
Convertible Subordinated Debenture which is convertible into
approximately 867 common shares. Interest is payable semi-annually on
May 31 and November 30. The Company can redeem all or any portion of the
debentures without penalty.

  Based on the borrowing rates currently available to the Company for
loans with similar terms and average maturities, except for the
convertible debenture which is valued at book value because the
conversion price was substantially below the current market price, the
fair value of long-term debt, including current maturities, is
approximately $248,980 as of December 31, 1994.

  Cash payments for interest during 1994, 1993 and 1992 were $9,831,
$2,341 and $2,126, respectively.

  Maturities of long-term debt for the five years subsequent to 1994
are: 1995 - $236; 1996 - $3,491;1997 - $9,143; 1998 - $78; and 1999 -
$235,381.

NOTE 8 - EMPLOYEE BENEFIT PLANS

  The Company has a noncontributory pension plan covering substantially
all employees. Employees become participants in the plan after one year
of service and attainment of age 21. Pension benefits are based on years
of service and average compensation. The amount funded for this plan is
not less than the minimum required under federal law nor more than the
amount deductible for federal income tax purposes. Plan assets consist
primarily of equity securities, including 34 shares as of December 31,
1994 of the Company's common stock, and U.S. Government securities.

  The Company also has a noncontributory, unfunded retirement plan for
certain officers and other key employees. Benefits are based on a
percentage of the employees' compensation. The Company maintains life
insurance policies on plan participants to act as a financing source for
the plan.

  The following table sets forth the plans' financial status and the
amounts recognized in the Company's Consolidated Balance Sheets at
December 31, 1994 and 1993:


<TABLE>
                                                                    Pension Plan              Retirement Plan
                                                               1994            1993         1994          1993
<S>                                                        <C>             <C>           <C>          <C>
Actuarial present value of benefit obligations:
   Accumulated benefit obligations
      Vested                                               $   (12,302)    $ (10,984)    $ (1,195)    $ (1,225)
      Non-vested                                                  (939)         (528)      (1,018)        (780)
Total accumulated benefit obligations                          (13,241)      (11,512)      (2,213)      (2,005)
Additional amounts related to projected salary increases        (1,446)       (2,110)      (1,366)      (1,226)
Projected benefit obligations for service rendered to date     (14,687)      (13,622)      (3,579)      (3,231)
Plan assets at fair market value                                12,696        13,603            -            -
Plan assets under projected benefit obligations                 (1,991)          (19)      (3,579)      (3,231)
Unrecognized net (gain) loss from past experience                1,058           (42)       1,108        1,080
Unrecognized prior service cost (benefit)                          407           479          (22)         (23)
Unrecognized net (asset) obligation being recognized
   over 11 and 17 years, respectively                             (214)         (321)         328          369
Adjustment required to recognize minimum liability
   under SFAS 87                                                     -             -          (49)        (200)
Accrued pension asset (liability)                          $      (740)    $      97     $ (2,214)    $ (2,005)

</TABLE>


 The components of net periodic pension cost for both plans are as follows:

Year ended December 31,                          1994        1993       1992

Service cost-benefits earned during the year   $ 1,314     $ 1,146     $  944
Interest cost on projected benefit obligations   1,232       1,056        994
Actual return on plan assets                       436      (1,450)      (748)
Net amortization and deferral                   (1,462)        453       (145)
Net periodic pension cost                      $ 1,520     $ 1,205     $1,045


  The weighted average discount rate and rate of increase in future
compensation levels used in determining the actuarial present value of
the projected benefit obligations was assumed to be 8.0% and 5.5% for
1994, respectively, and 7.5% and 5.5% for 1993, respectively. The
expected long-term rate of return on plan assets was 8.5% for 1994 and
9.0% for 1993.

  Substantially all employees of the Company may become eligible for
certain medical benefits if they remain employed until retirement age
and fulfill other eligibility requirements specified by the plan. The
plan is contributory with retiree contributions adjusted annually.

  The Company adopted the accounting provisions of the Statement of
Financial Accounting Standards No. 106, EMPLOYERS' ACCOUNTING FOR
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS as of January 1, 1992. This
standard requires that the expected cost of retiree health benefits be
charged to expense during the years that the employees render service
rather than the Company's past practice of recognizing these costs on a
pay-as-you-go basis. As part of adopting the new standard, the Company
recorded in the first quarter of 1992, a one-time, non-cash charge
against earnings of $1,200 before taxes and $730 after taxes, or $.03
per share. The cumulative adjustment as of January 1, 1992 represents
the discounted present value of expected future retiree health benefits
attributed to employees' service rendered prior to that date.

  The following table sets forth the plan's financial status and the
amount recognized in the Company's Consolidated Balance Sheets at
December 31, 1994 and 1993:


Accumulated postretirement benefit obligation:      1994        1993
   Retirees                                     $   (246)   $   (251)
   Fully eligible active plan participants          (590)       (464)
   Other active plan participants                 (1,391)       (980)
Accumulated postretirement benefit obligation     (2,227)     (1,695)
Unrecognized loss from past experience               262          64
Accrued postretirement benefit liability        $ (1,965)   $ (1,631)

 The components of net periodic postretirement benefit cost are as follows:


<TABLE>
Year Ended December 31,                                      1994    1993    1992
<S>                                                          <C>     <C>     <C>
Service cost-benefits earned during the year                 $206    $142    $137
Interest cost on accumulated postretirement benefit
  obligation                                                  160     122     105
Net amortization                                                6       -       -
Net periodic postretirement benefit cost                     $372    $264    $242
</TABLE>


 For measurement purposes, a 13% annual rate of increase in the per
capita cost of covered health care benefits was assumed for 1994 and
1993; the rate was assumed to decrease gradually to 6.5% for the year
2001 and remain at that level thereafter. The health care cost trend
rate assumption has a significant effect on the amounts reported. To
illustrate, increasing the assumed health care cost trend rate by 1
percentage point in each year would increase the accumulated
postretirement benefit obligation as of December 31, 1994 by $179 and
the aggregate of the service and interest cost components of net
periodic postretirement benefit cost for the year then ended by $49. The
weighted average discount rate used in determining the accumulated
postretirement benefit obligation was 8.0% for 1994 and 7.5% for 1993.

NOTE 9 - SHAREHOLDERS' EQUITY

  On May 10, 1994, the Company issued 1,150 shares of Series B preferred
stock as part of its combination with Stuart. Each share of preferred
stock has an annual dividend of $4.50, payable quarterly, has voting
rights on items submitted to a vote of the holders of common stock, is
convertible into approximately 6.1 shares of com- mon stock at the
shareholders' option and is redeemable by the Company after April 1997
at a price of $100.


 The changes in common stock, paid-in capital and retained earnings are
shown as follows:

<TABLE>
                                           COMMON
                                           SHARES     COMMON     PAID-IN     RETAINED
                                         OUTSTANDING   STOCK     CAPITAL     EARNINGS     TOTAL
<S>                                         <C>       <C>        <C>          <C>         <C>
Balance December 31, 1991                   12,924    $25,848    $ 19,319     $51,924     $ 97,091
Net income                                       -          -           -      20,392       20,392
Cash dividends of $.11 per common share          -          -           -      (3,224)      (3,224)
Proceeds from exercised stock options,
  including tax benefits realized of $493       85        170         759           -          929
Common stock issued for incentive plan          15         30         269           -          299
Acquisition related payout                      40         79         724           -          803
Stock split (three-for-two)                  6,532     13,064     (13,064)          -            -
Retirement plan liability adjustment             -          -           -         369          369

Balance December 31, 1992                   19,596     39,191       8,007      69,461      116,659
Net income                                       -          -           -      20,134       20,134
Cash dividends of $.14 per common share          -          -           -      (4,222)      (4,222)
Proceeds from exercised stock options,
  including tax benefits realized of $495      119        239       1,256           -        1,495
Common stock issued for incentive plan          31         62         387           -          449
Pooling of interests with Lyons Physician
  Supply Co.                                   476        951      (1,189)      1,743        1,505
Acquisition related payout                      63        126         797           -          923

Balance December 31, 1993                   20,285     40,569       9,258      87,116      136,943
NET INCOME                                       -          -           -       7,919        7,919
CASH DIVIDENDS OF $.17 PER COMMON SHARE          -          -           -      (5,221)      (5,221)
CASH DIVIDENDS OF $4.50 PER PREFERRED SHARE      -          -           -      (3,309)      (3,309)
PROCEEDS FROM EXERCISED STOCK OPTIONS,
  INCLUDING TAX BENEFITS REALIZED OF $761      189        379       1,665           -        2,044
COMMON STOCK ISSUED FOR INCENTIVE PLAN          24         48         515           -          563
ACQUISITION RELATED PAYOUT                      63        125       2,112           -        2,237
STOCK SPLIT (THREE-FOR-TWO)                 10,203     20,407     (12,343)     (8,064)           -

BALANCE DECEMBER 31, 1994                   30,764    $61,528    $  1,207     $78,441     $141,176
</TABLE>


 A 3-for-2 stock split was distributed on June 8, 1994 to shareholders
of record as of May 24, 1994. All applicable share and per common share
information has been restated to reflect this transaction.

  The Company has a shareholder rights agreement under which 8/27ths of
a Right is attendant to each outstanding share of common stock of the
Company. Each full Right entitles the registered holder to purchase from
the Company one one-hundredth of a share of Series A Participating
Cumulative Preferred Stock (the "Series A Preferred Stock"), at an
exercise price of $75 (the "Purchase Price"). The Rights will become
exercisable, if not earlier redeemed, only if a person or group
acquires 20% or more of the outstanding shares of the common stock or
announces a tender offer, the consummation of which would result in
ownership by a person or group of 20% or more of such outstanding
shares. Each holder of a Right, upon the occurrence of certain events,
will become entitled to receive, upon exercise and payment of the
Purchase Price, Series A Preferred Stock (or in certain circumstances,
cash, property or other securities of the Company or a potential
acquirer) having a value equal to twice the amount of the Purchase
Price. The Rights will expire on May 10, 2004, if not earlier redeemed.


NOTE 10 - STOCK OPTION PLANS

   Under the terms of the Company's stock option plans, 3,347 shares of
common stock have been reserved for future issuance at December 31,
1994. Options may be designated as either Incentive Stock Options (ISO)
or non-qualified stock options. Options granted under the plans have an
exercise price equal to the fair market value of the stock on the date
of grant and can be exercised up to ten years from date of grant. As of
December 31, 1994, there were 1,742 non-qualified and no ISO stock
options issued and outstanding under the plans.

  The changes in shares under outstanding options for each of the years
in the three year period ended December 31, 1994 are as follows:


                                      SHARES      GRANT PRICE
YEAR ENDED DECEMBER 31, 1994
OUTSTANDING AT BEGINNING OF YEAR       1,031     $ 3.55- 9.83
GRANTED                                  953      14.92-16.50
EXERCISED                               (227)      3.55- 9.83
EXPIRED/CANCELLED                        (15)      8.33-15.42
OUTSTANDING AT END OF YEAR             1,742     $ 3.55-16.50
EXERCISABLE                              545
SHARES AVAILABLE FOR ADDITIONAL GRANTS 1,605
Year ended December 31, 1993
Outstanding at beginning of year         855     $  3.53-9.33
Granted                                  425        8.59-9.83
Exercised                               (181)       3.53-9.33
Expired/cancelled                        (68)       3.55-9.33
Outstanding at end of year             1,031     $  3.55-9.83
Exercisable                              443
Shares available for additional grants 2,545
Year ended December 31, 1992
Outstanding at beginning of year         856     $  2.37-9.33
Granted                                  235        8.00-8.72
Exercised                               (207)       2.37-5.59
Expired/cancelled                        (29)       3.74-9.33
Outstanding at end of year               855     $  3.53-9.33
Exercisable                              499
Shares available for additional grants   426

   Stock Appreciation Rights (SARs) may be granted in conjunction with
any option granted under the plans, and to the extent either is
exercised, the other is cancelled. SARs are payable in cash, common
stock or a combination of both, equal to the appreciation of the
underlying shares from the date of grant to date of exercise, and may be
exercised from one up to ten years from date of grant. As of December
31, 1994, there were no SARs issued and outstanding.


NOTE 11 - INCOME TAXES

    The Company adopted Statement of Financial Accounting Standards No.
109, ACCOUNTING FOR INCOME TAXES, as of January 1, 1993. The cumulative
effect of this change in accounting for income taxes was a favorable
adjustment of $706 and is reported separately in the Consolidated
Statements of Income for the year ended December 1993. Prior years'
financial statements have not been restated to apply the provisions of
Statement 109.

 The provision for income taxes for continuing operations consists of
the following:

Year ended December 31,       1994       1993        1992
Current tax provision
   Federal                 $ 6,663     $10,405     $ 9,386
   State                     1,635       2,123       2,262
Total current provision      8,298      12,528      11,648
Deferred tax benefit
   Federal                  (1,816)       (555)       (916)
   State                      (404)        (73)       (227)
Total deferred benefit      (2,220)       (628)     (1,143)
Provision for income taxes $ 6,078     $11,900     $10,505

  A reconciliation of the Federal statutory rate to the Company's
effective income tax rate for continuing operations follows:


<TABLE>
Year ended December 31,                                   1994      1993      1992
<S>                                                      <C>       <C>       <C>
Federal statutory rate                                    35.0%     35.0%     34.0%
Increases (reductions) in the rate resulting from:
   State income taxes, net of Federal income tax
     benefit                                               4.6       4.4       5.1
   Nondeductible goodwill                                  2.8        .5        .5
   Other, net                                              1.0       (.8)       .9
Effective rate                                            43.4%     39.1%     40.5%
</TABLE>


 The components of deferred income tax benefit for continuing operations
for the year ended December 31, 1992 are as follows:


Year ended December 31,              1992
Inventories                        $  135
Depreciation                         (225)
Employee benefit plans                611
Allowance for doubtful accounts       303
Real estate sale/leaseback            (88)
Reserve for property and equipment   (126)
Other, net                            533
Total deferred benefit             $1,143


   The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax
liabilities at December 31, 1994 and 1993 are presented below:

                                                               1994       1993
Deferred tax assets:
   Allowance for doubtful accounts                           $ 2,115    $ 2,702
   Accrued liabilities not deductible until paid              10,912      1,998
   Employee benefit plans                                      4,195      3,038
   Leased assets                                                   -      3,512
   Merchandise inventories                                     1,190          -
   Nonrecurring restructuring expenses                         5,011          -
   Other                                                       3,606      1,641
Total deferred tax assets                                     27,029     12,891

Deferred tax liabilities:
   Property and equipment                                         48      4,484
   Merchandise inventories                                         -        920
   Leased assets                                                 165          -
   Other                                                       1,097      1,352
Total deferred tax liabilities                                 1,310      6,756
Net deferred tax asset (included in other current assets
  and other assets)                                          $25,719    $ 6,135

   Management has determined, based on the Company's carryback
availability, history of earnings and its expectation of earnings in
future years, that it is more likely than not that all of the deferred
tax assets will be realized. Therefore, the Company has not recognized a
valuation allowance for the gross deferred tax asset recorded in the
accompanying Consolidated Balance Sheets.

   Cash payments for income taxes, including taxes on discontinued
operations, for 1994, 1993 and 1992 were $8,164, $12,153 and $21,672,
respectively.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

   The Company has entered into noncancelable agreements to lease
certain office and warehouse facilities and to manage the operations of
its mainframe computer system with remaining terms ranging from one to
twelve years. Certain leases include renewal options, generally for five
year increments. At December 31, 1994, future minimum annual payments
under noncancelable agreements with original terms in excess of one year
are as follows:

                            Operating   Mainframe
                             Leases    Operations   Total
1995                         $18,981    $15,740    $34,721
1996                          13,801      4,300     18,101
1997                          11,723          -     11,723
1998                          10,079          -     10,079
1999                           7,219          -      7,219
Later years                   16,976          -     16,976
Total minimum payments       $78,779    $20,040    $98,819

   Minimum lease payments have not been reduced by minimum sublease
rentals aggregating $2,609 due in the future under noncancelable
subleases.

    Rent expense for continuing operations for the years ended December
31, 1994, 1993 and 1992 was $21,264, $12,857 and $11,329, respectively.

  The Company sold transportation equipment with a net book value of
approximately $407 in a sale/leaseback agreement in 1994. The gain
realized in the sale transaction totaling $1,328 has been deferred and
is being credited to income as a rent expense adjustment over the lease
terms.

  The Company has limited concentrations of credit risk with respect to
financial instruments. Temporary cash investments are placed with high
credit quality institutions and concentrations within accounts and notes
receivable are limited due to their geographic dispersion. Additionally,
no single customer accounted for 10% or more of the Company's net sales
during 1994, except for sales under contract to member hospitals of the
VHA, which amounted to $960,000 or 40% of the Company's net sales.

NOTE 13 - QUARTERLY FINANCIAL DATA (UNAUDITED)

  The following table presents the summarized quarterly financial data
for 1994, 1993 and 1992, after restatement for a 3-for-2 stock split
distributed on June 8, 1994, to shareholders of record as of May 24,
1994:


<TABLE>
                                                           1994
QUARTER                               1ST             2ND            3RD            4TH
<S>                                <C>             <C>          <C>             <C>
Net sales                          $    390,794    $581,763     $    693,004    $    730,242
Gross margin                             39,126      56,809           66,234          70,175
Net income (loss)                         4,756      (5,125)           1,486           6,802
Net income (loss) per common share $        .15    $   (.19)    $        .01    $        .18
</TABLE>



<TABLE>
                                                                                  1993
Quarter                                                    1st              2nd            3rd            4th
<S>                                                  <C>             <C>             <C>             <C>
Net sales                                            $    317,812    $    341,221    $    361,959    $    375,979
Gross margin                                               33,634          35,654          38,151          39,872
Income from continuing operations                           3,826           4,265           4,790           5,636
Gain on disposals, net of other provisions and taxes            -               -               -             911
Cumulative effect of change in accounting principle           706               -               -               -
Net income                                           $      4,532    $      4,265    $      4,790    $      6,547
Net income per common share:
Continuing operations                                $        .13    $        .14    $        .15    $        .18
Discontinued operations                                         -               -               -             .03
Cumulative effect of change in accounting principle           .02               -               -               -
Net income per common share                          $        .15    $        .14    $        .15    $        .21
</TABLE>



<TABLE>
                                                                       1992
Quarter                                                         1st           2nd            3rd           4th
<S>                                                          <C>           <C>             <C>           <C>
Net sales                                                     $282,481     $289,705        $300,018      $305,094
Gross margin                                                    28,514       29,778          31,450        34,558
Income from continuing operations                                3,085        3,613           3,952         4,785
Discontinued operations:
   Income (loss) from discontinued operations, net of
     taxes                                                         123          (46)              -             -
   Gain (loss) on disposals, net of other provisions
     and taxes                                                   9,933       (3,080)              -        (1,243)
Cumulative effect of change in accounting principle               (730)           -               -             -
Net income                                                    $ 12,411     $    487        $  3,952      $  3,542
Net income (loss) per common share:
Continuing operations                                         $    .11     $    .12        $    .13      $    .16
Discontinued operations                                            .34         (.10)              -          (.04)
Cumulative effect of change in accounting principle               (.03)           -               -             -
Net income per common share                                   $    .42     $    .02        $    .13      $    .12
</TABLE>



<PAGE>


INDEPENDENT AUDITORS' REPORT
                   (KPMG PEAT MARWICK LLP LOGO)

                   CERTIFIED PUBLIC ACCOUNTANTS

                   Suite 1900
                   1021 East Cary Street
                   Richmond, VA 23219-4023



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

    We have audited the accompanying consolidated balance sheets of
Owens & Minor, Inc. and subsidiaries as of December 31, 1994 and 1993,
and the related consolidated statements of income and cash flows for
each of the years in the three-year period ended December 31, 1994.
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.

    We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.


    In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of Owens & Minor, Inc. and subsidiaries as of December 31, 1994 and
1993, and the results of their operations and their cash flows for each
of the years in the three-year period ended December 31, 1994, in
conformity with generally accepted accounting principles.




February 3, 1995




                                    (SIGNATURE OF KPMG PEAT MARWICK LLP)






                 Member Firm of
                 Klynveld Peat Marwick Goerdeler



                    MARKET AND DIVIDEND INFORMATION

     Owens & Minor, Inc.'s common stock trades on the New York Stock Exchange
under the symbol, OMI. The following table, which reflects the 3-for-2 stock
split distributed on June 8, 1994, to shareholders of record as of May 24,
1994, indicates the range of high and low sales prices per share of the
Company's common shares as reported on the New York Stock Exchange and the
quarterly cash dividends paid by the Company:

Year                                 1994
Quarter                 1st      2nd      3rd      4th
Market Price
  High                $18.13   $17.13   $16.75   $16.75
  Low                 $14.63   $14.13   $13.25   $13.63
Dividends per share   $ .035   $ .045   $ .045   $ .045

Year                                 1993
Quarter                 1st      2nd      3rd      4th
Market Price
  High                $11.59   $14.00   $15.50   $15.59
  Low                 $ 8.42   $ 8.42   $12.17   $12.00
Dividends per share   $ .035   $ .035   $ .035   $ .035

Year                                 1992
Quarter                 1st      2nd      3rd      4th
Market Price
  High                $ 9.67   $ 8.33   $ 8.89   $10.11
  Low                 $ 7.50   $ 7.33   $ 7.55   $ 7.89
Dividends per share   $ .023   $ .029   $ .029   $ .029


     At December 31, 1994, there were approximately 12,000 shareholders.





   
<PAGE>
                                            Exhibit 21

                  OWENS & MINOR, INC. AND SUBSIDIARIES
                       SUBSIDIARIES OF REGISTRANT


    Subsidiary                               State of Incorporation
    Owens & Minor Medical, Inc.              Virginia

    Stuart Medical, Inc.                     Pennsylvania

    Owens & Minor West, Inc.                 California
     (formerly known as National Healthcare
      and Hospital Supply Corporation)

    National Medical Supply Corporation      Delaware

    Koley's Medical Supply, Inc.             Nebraska

    Lyons Physician Supply Company           Ohio

    A. Kuhlman & Co.                         Michigan








   
<PAGE>
                                           Exhibit 23


   CONSENT OF INDEPENDENT AUDITORS


   The Board of Directors
   Owens & Minor, Inc.:

   We consent to incorporation by reference  in the Registration
   Statements (Nos. 33-65606,  33-63248, 33-4536, 33-32497, 33-41402
   and 33-41403) on Form S-8 of Owens &  Minor, Inc. of our  report
   dated February 3,  1995, relating to the consolidated balance  sheets
   of Owens & Minor, Inc.  and subsidiaries  as  of  December  31,  1994
   and  1993,  and  the  related consolidated statements of income  and
   cash flows for each  of the years in  the three-year  period  ended
   December  31,  1994, which  report  is incorporated by reference in
   the December 31, 1994 annual report on Form 10-K of Owens & Minor,
   Inc.  We also  consent to the incorporation   by reference in  the
   aforementioned  Registration Statements of  our report dated
   February 3, 1995, relating to the financial statement schedule of the
   Company, which report appears on page 15 of the Form 10-K.


   KPMG Peat Marwick LLP

   Richmond, Virginia
   March 22, 1995







<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000075252
<NAME> OWENS & MINOR INC/VA/
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                             513
<SECURITIES>                                         0
<RECEIVABLES>                                  295,580
<ALLOWANCES>                                     5,340
<INVENTORY>                                    323,851
<CURRENT-ASSETS>                               640,826
<PP&E>                                          62,145
<DEPRECIATION>                                  23,525
<TOTAL-ASSETS>                                 868,560
<CURRENT-LIABILITIES>                          359,038
<BONDS>                                              0
<COMMON>                                        61,528
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                    115,000
<OTHER-SE>                                      79,648
<TOTAL-LIABILITY-AND-EQUITY>                   868,560
<SALES>                                      2,395,803
<TOTAL-REVENUES>                             2,395,803
<CGS>                                        2,163,459
<TOTAL-COSTS>                                2,338,965
<OTHER-EXPENSES>                                29,594
<LOSS-PROVISION>                                 1,149
<INTEREST-EXPENSE>                              12,098
<INCOME-PRETAX>                                 13,997
<INCOME-TAX>                                     6,078
<INCOME-CONTINUING>                              7,919
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     7,919
<EPS-PRIMARY>                                      .15
<EPS-DILUTED>                                      .15
        

</TABLE>