<PAGE>   1
     As filed with the Securities and Exchange Commission on March 24, 1997
                                            Registration No. 333-_______________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               ------------------  

                                INGRAM MICRO INC.
               (Exact name of issuer as specified in its charter)

<TABLE>
<S>                                     <C>                              <C>
            Delaware                               5045                        62-1644402
  (State or other jurisdiction         (Primary Standard Industrial        (I.R.S. Employer
of incorporation or organization)       Classification Code Number)       Identification No.)
</TABLE>

                            1600 E. ST. ANDREW PLACE
                               SANTA ANA, CA 92705
                                 (714) 566-1000
                    (Address of principal executive offices)

                               ------------------   

                                INGRAM MICRO INC.
                 AMENDED AND RESTATED 1996 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                               ------------------

                          JAMES E. ANDERSON, JR., ESQ.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                INGRAM MICRO INC.
                            1600 E. ST. ANDREW PLACE
                               SANTA ANA, CA 92705
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (714) 566-1000

                                    COPY TO:
                          WINTHROP B. CONRAD, JR., ESQ.
                              DAVIS POLK & WARDWELL
                              450 LEXINGTON AVENUE
                               NEW YORK, NY 10017
                                 (212) 450-4000


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                             <C>                      <C>                  <C>                      <C>
====================================================================================================================
                                                           Proposed                Proposed
                                                            Maximum                 Maximum            Amount of
Title of Securities               Amount to be          Offering Price             Aggregate          Registration
to be Registered                 Registered (1)          per Share (2)        Offering Price (2)          Fee
--------------------------------------------------------------------------------------------------------------------
Class A Common Stock (par      7,439,750 shares            $21.5625             $160,419,609.375       $48,612.00
value $0.01 per share)
====================================================================================================================
</TABLE>
(1)    Plus an indeterminate number of additional shares which may be offered
       and issued to prevent dilution resulting from stock splits, stock
       dividends or similar transactions.

(2)    Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
       amended, solely for the purpose of computing the registration fee, based
       upon the average of the high and low prices of the securities being
       registered hereby on the New York Stock Exchange Composite Transaction
       Tape on March 20, 1997.

--------------------------------------------------------------------------------


            This Registration Statement Includes a Total of 23 Pages.
                            Exhibit Index on Page 8.



<PAGE>   2
                                     PART I

         The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "1933 Act"), and are incorporated
herein by reference.

ITEM 1.  PLAN INFORMATION

         This information required to be provided to participants pursuant to
this Item is set forth in the Prospectus for the Ingram Micro Inc. Amended and
Restated 1996 Equity Incentive Plan, dated March 24, 1997, together with the
Ingram Micro Inc. Amended and Restated 1996 Equity Incentive Plan, attached to
the Prospectus as Exhibit A thereto.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The written statement required to be provided to participants pursuant
to this Item is set forth in the Prospectus referenced in Item 1 above.





                                       2
<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Ingram Micro Inc. (the "Registrant") hereby files this Registration
Statement with the Securities and Exchange Commission (the "Commission") on Form
S-8 to register 7,439,750 shares of the Registrant's Class A Common Stock, par
value $.01 per share ("Class A Common Stock"), for issuance pursuant to the
Registrant's Amended and Restated 1996 Equity Incentive Plan (the "Plan") and
such indeterminate number of additional shares which may be offered and issued
to prevent dilution resulting from stock splits, stock dividends or similar
transactions pursuant to the Plan.

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed with the Commission pursuant to the
Securities and Exchange Act of 1934, as amended (the "1934 Act"), (Commission
1934 Act File Number 001-12203) are incorporated by reference herein:

         (1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 28, 1996.

         (2) All other reports filed with the Commission by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered herein have been sold or which deregisters
all securities then remaining unsold.

         (3) The description of the Registrant's Class A Common Stock contained
in the Registrant's 1934 Act registration statement on Form 8-A dated September
19, 1996, filed with the Commission pursuant to Section 13 of the 1934 Act,
including any amendment thereto or report filed for the purpose of updating such
description.

         Any statement contained herein or made in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which is
also incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable, see Item 3(3) above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Reference is made to section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which enables a corporation in its certificate of
incorporation to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (i) for breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to section 174 of the DGCL (providing
for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions) or (iv) for any transaction from which a director
derived an improper personal benefit. The Registrant's certificate of
incorporation eliminates the liability of directors to the fullest extent
permitted by Delaware Law.

         Reference is made to section 145 of the DGCL which provides that a
corporation may indemnify directors and officers as well as other employees and
agents against expenses (including attorney's fees),



                                       3
<PAGE>   4
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation (a
"derivative action") if they act in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. A similar standard is applicable in the case
of derivative actions, except that indemnification only extends to expenses
(including attorney's fees) incurred in connection with defense or settlement of
such action, and the statute requires court approval before there can be
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise. The
Registrant's certificate of incorporation provides for indemnification of its
directors, officers. Employees and agents to the fullest extent permitted by
Delaware Law.

         In addition, the Registrant has purchased and maintains directors' and
officers' liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
     EXHIBIT 
     NUMBER                              EXHIBIT
     ------                              -------
<S>           <C>
       4.01   Certificate of Incorporation of the Registrant. (Incorporated
              herein by reference to Exhibit 1.01 to the Registrant's 1933 Act
              Registration Statement on Form S-1, File No. 333-09453 (the "Form
              S-1")).*

       4.02   Amended and Restated Bylaws of the Registrant. (Incorporated
              herein by reference to Exhibit 3.03 to the Form S-1).*

       5.01   Opinion of Davis Polk & Wardwell.

       23.01  Consent of Independent Public Accountants - Price Waterhouse LLP.

       23.02  Consent of Davis Polk & Wardwell (included in their opinion filed
              as Exhibit 5.01).

       24.01  Powers of Attorney (included on the signature page of this
              registration statement).

       99.01  Form of the Ingram Micro Inc. Amended and Restated 1996 Equity
              Incentive Plan.
</TABLE>

---------------------
*  Incorporated by reference.

ITEM 9. UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in this Registration 



                                       4
<PAGE>   5

Statement; and

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;

                           provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
into this Registration Statement;

                  (2) That for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of the Plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                     EXPERTS

         The financial statements incorporated in this Form S-8 by reference to
the Annual Report on Form 10-K of Ingram Micro Inc. for the year ended December
28, 1996, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.

                                  LEGAL MATTERS

         The validity of the Class A Common Stock offered hereunder has been
passed upon by Davis Polk & Wardwell, New York, New York.


                                       5

<PAGE>   6

                                   SIGNATURES

         THE REGISTRANT. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF SANTA ANA, STATE OF CALIFORNIA, ON THIS 24TH DAY
OF MARCH 1997.


                                      INGRAM MICRO INC.



                                      By      /s/James E. Anderson, Jr.
                                        ----------------------------------------
                                               James E. Anderson, Jr.
                                               Senior Vice President, Secretary
                                               and General Counsel






                                       6

<PAGE>   7
                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW, CONSTITUTES AND APPOINTS JERRE L. STEAD, MICHAEL J. GRAINGER AND JAMES E.
ANDERSON, JR. AND EACH OF THEM, OUR TRUE AND LAWFUL ATTORNEYS-IN-FACT AND
AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, TO DO ANY AND ALL
ACTS AND THINGS AND EXECUTE, IN THE NAME OF THE UNDERSIGNED, ANY AND ALL
INSTRUMENTS WHICH SAID ATTORNEYS-IN-FACT AND AGENTS MAY DEEM NECESSARY OR
ADVISABLE IN ORDER TO ENABLE INGRAM MICRO INC. TO COMPLY WITH THE SECURITIES ACT
OF 1933 AND ANY REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSION IN
RESPECT THEREOF, IN CONNECTION WITH THE FILING WITH THE SECURITIES AND EXCHANGE
COMMISSION OF THE REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF
1933, INCLUDING SPECIFICALLY BUT WITHOUT LIMITATION, POWER AND AUTHORITY TO SIGN
THE NAME OF THE UNDERSIGNED TO SUCH REGISTRATION STATEMENT, AND ANY AMENDMENTS
TO SUCH REGISTRATION STATEMENT (INCLUDING POST-EFFECTIVE AMENDMENTS), AND TO
FILE THE SAME WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION
THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, TO SIGN ANY AND ALL
APPLICATIONS, REGISTRATION STATEMENTS, NOTICES OR OTHER DOCUMENTS NECESSARY OR
ADVISABLE TO COMPLY WITH APPLICABLE STATE SECURITIES LAWS, AND TO FILE THE SAME,
TOGETHER WITH OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE APPROPRIATE STATE
SECURITIES AUTHORITIES, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND
EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT
AND THING REQUISITE OR NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY
AND TO ALL INTENTS AND PURPOSES AS THE UNDERSIGNED MIGHT OR COULD DO IN PERSON,
HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS, AND
ANY OF THEM, OR THEIR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE
HEREOF.

       PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.

<TABLE>
<CAPTION>
SIGNATURE                             TITLE                                                DATE
---------                             -----                                                ----
<S>                                   <C>                                                  <C> 
/s/ Jerre L. Stead                    Chief Executive Officer (Principal Executive         March 24, 1997
----------------------------------    Officer); Chairman of the Board
Jerre L. Stead

/s/ Michael J. Grainger               Executive Vice President and Worldwide Chief         March 24, 1997
----------------------------------    Financial Officer (Principal Financial Officer and
Michael J. Grainger                   Principal Accounting Officer)

/s/ Martha R. Ingram                  Director                                             March 24, 1997
----------------------------------
Martha R. Ingram

/s/ John R. Ingram                    Director                                             March 24, 1997
----------------------------------
John R. Ingram

/s/ David B. Ingram                   Director                                             March 24, 1997
----------------------------------
David B. Ingram

/s/ Don H. Davis, Jr.                 Director                                             March 24, 1997
----------------------------------
Don H. Davis, Jr.

/s/ Philip M. Pfeffer                 Director                                             March 24, 1997
----------------------------------
Philip M. Pfeffer

/s/ J. Phillip Samper                 Director                                             March 24, 1997
----------------------------------
J. Phillip Samper

/s/ Joe B. Wyatt                      Director                                             March 24, 1997
----------------------------------
Joe B. Wyatt
</TABLE>


                                       7
<PAGE>   8
                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
      EXHIBIT                                                                                        SEQUENTIALLY
      NUMBER            EXHIBIT                                                                      NUMBERED PAGE
      ------            -------                                                                      -------------
<S>                     <C>                                                                             <C>
       4.01             Certificate of  Incorporation of the Registrant.  (Incorporated  herein           *
                        by reference to Exhibit 1.01 to the Registrant's  1933 Act Registration
                        Statement on Form S-1, File No. 333-09453 (the "Form S-1")).*

       4.02             Amended and Restated  Bylaws of the  Registrant.  (Incorporated  herein           *
                        by reference to Exhibit 3.03 to the Form S-1).*

       5.01             Opinion of Davis Polk & Wardwell.                                                10

      23.01             Consent of Independent Public Accountants - Price Waterhouse LLP.                12

      23.02             Consent of Davis Polk & Wardwell  (included in their  opinion  filed as          10
                        Exhibit 5.01).

      24.01             Powers  of  Attorney   (included   on  the   signature   page  of  this           7
                        registration statement).

      99.01             Form  of the  Ingram  Micro  Inc.  Amended  and  Restated  1996  Equity          14
                        Incentive Plan.
</TABLE>

















--------------------------
*  Incorporated by reference.


                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 AS FILED ON MARCH 24, 1997", "secsgml_size_bytes": 23071}]
{"company-data": {"conformed-name": "INGRAM MICRO INC", "cik": "0001018003", "assigned-sic": "5045", "irs-number": "621644402", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23825", "film-number": "97561468"}, "business-address": {"street1": "1600 E ST ANDREW PLACE", "city": "SANTA ANA", "state": "CA", "zip": "92705", "phone": "7145661000"}, "mail-address": {"street1": "1600 E ST ANDREW PLACE", "city": "SANTA ANA", "state": "CA", "zip": "92705"}}
1
     As filed with the Securities and Exchange Commission on March 24, 1997
                                            Registration No. 333-_______________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               ------------------  

                                INGRAM MICRO INC.
               (Exact name of issuer as specified in its charter)
Delaware                               5045                        62-1644402
  (State or other jurisdiction         (Primary Standard Industrial        (I.R.S. Employer
of incorporation or organization)       Classification Code Number)       Identification No.)
1600 E. ST. ANDREW PLACE
                               SANTA ANA, CA 92705
                                 (714) 566-1000
                    (Address of principal executive offices)

                               ------------------   

                                INGRAM MICRO INC.
                 AMENDED AND RESTATED 1996 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                               ------------------

                          JAMES E. ANDERSON, JR., ESQ.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                                INGRAM MICRO INC.
                            1600 E. ST. ANDREW PLACE
                               SANTA ANA, CA 92705
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (714) 566-1000

                                    COPY TO:
                          WINTHROP B. CONRAD, JR., ESQ.
                              DAVIS POLK & WARDWELL
                              450 LEXINGTON AVENUE
                               NEW YORK, NY 10017
                                 (212) 450-4000

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                           Proposed                Proposed
                                                            Maximum                 Maximum            Amount of
Title of Securities               Amount to be          Offering Price             Aggregate          Registration
to be Registered                 Registered (1)          per Share (2)        Offering Price (2)          Fee
--------------------------------------------------------------------------------------------------------------------
Class A Common Stock (par      7,439,750 shares            $21.5625             $160,419,609.375       $48,612.00
value $0.01 per share)
====================================================================================================================
(1)    Plus an indeterminate number of additional shares which may be offered
       and issued to prevent dilution resulting from stock splits, stock
       dividends or similar transactions.

(2)    Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
       amended, solely for the purpose of computing the registration fee, based
       upon the average of the high and low prices of the securities being
       registered hereby on the New York Stock Exchange Composite Transaction
       Tape on March 20, 1997.

--------------------------------------------------------------------------------

            This Registration Statement Includes a Total of 23 Pages.
                            Exhibit Index on Page 8.
2
                                     PART I

         The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "1933 Act"), and are incorporated
herein by reference.

ITEM 1.  PLAN INFORMATION

         This information required to be provided to participants pursuant to
this Item is set forth in the Prospectus for the Ingram Micro Inc. Amended and
Restated 1996 Equity Incentive Plan, dated March 24, 1997, together with the
Ingram Micro Inc. Amended and Restated 1996 Equity Incentive Plan, attached to
the Prospectus as Exhibit A thereto.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The written statement required to be provided to participants pursuant
to this Item is set forth in the Prospectus referenced in Item 1 above.

                                       2
3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Ingram Micro Inc. (the "Registrant") hereby files this Registration
Statement with the Securities and Exchange Commission (the "Commission") on Form
S-8 to register 7,439,750 shares of the Registrant's Class A Common Stock, par
value $.01 per share ("Class A Common Stock"), for issuance pursuant to the
Registrant's Amended and Restated 1996 Equity Incentive Plan (the "Plan") and
such indeterminate number of additional shares which may be offered and issued
to prevent dilution resulting from stock splits, stock dividends or similar
transactions pursuant to the Plan.

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed with the Commission pursuant to the
Securities and Exchange Act of 1934, as amended (the "1934 Act"), (Commission
1934 Act File Number 001-12203) are incorporated by reference herein:

         (1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 28, 1996.

         (2) All other reports filed with the Commission by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered herein have been sold or which deregisters
all securities then remaining unsold.

         (3) The description of the Registrant's Class A Common Stock contained
in the Registrant's 1934 Act registration statement on Form 8-A dated September
19, 1996, filed with the Commission pursuant to Section 13 of the 1934 Act,
including any amendment thereto or report filed for the purpose of updating such
description.

         Any statement contained herein or made in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which is
also incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable, see Item 3(3) above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Reference is made to section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which enables a corporation in its certificate of
incorporation to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (i) for breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to section 174 of the DGCL (providing
for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions) or (iv) for any transaction from which a director
derived an improper personal benefit. The Registrant's certificate of
incorporation eliminates the liability of directors to the fullest extent
permitted by Delaware Law.

         Reference is made to section 145 of the DGCL which provides that a
corporation may indemnify directors and officers as well as other employees and
agents against expenses (including attorney's fees),

                                       3
4
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation (a
"derivative action") if they act in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. A similar standard is applicable in the case
of derivative actions, except that indemnification only extends to expenses
(including attorney's fees) incurred in connection with defense or settlement of
such action, and the statute requires court approval before there can be
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise. The
Registrant's certificate of incorporation provides for indemnification of its
directors, officers. Employees and agents to the fullest extent permitted by
Delaware Law.

         In addition, the Registrant has purchased and maintains directors' and
officers' liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS
EXHIBIT 
     NUMBER                              EXHIBIT
     ------                              -------
4.01   Certificate of Incorporation of the Registrant. (Incorporated
              herein by reference to Exhibit 1.01 to the Registrant's 1933 Act
              Registration Statement on Form S-1, File No. 333-09453 (the "Form
              S-1")).*

       4.02   Amended and Restated Bylaws of the Registrant. (Incorporated
              herein by reference to Exhibit 3.03 to the Form S-1).*

       5.01   Opinion of Davis Polk & Wardwell.

       23.01  Consent of Independent Public Accountants - Price Waterhouse LLP.

       23.02  Consent of Davis Polk & Wardwell (included in their opinion filed
              as Exhibit 5.01).

       24.01  Powers of Attorney (included on the signature page of this
              registration statement).

       99.01  Form of the Ingram Micro Inc. Amended and Restated 1996 Equity
              Incentive Plan.
---------------------
*  Incorporated by reference.

ITEM 9. UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in this Registration 

                                       4
5

Statement; and

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;

                           provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
into this Registration Statement;

                  (2) That for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of the Plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                     EXPERTS

         The financial statements incorporated in this Form S-8 by reference to
the Annual Report on Form 10-K of Ingram Micro Inc. for the year ended December
28, 1996, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.

                                  LEGAL MATTERS

         The validity of the Class A Common Stock offered hereunder has been
passed upon by Davis Polk & Wardwell, New York, New York.

                                       5
6

                                   SIGNATURES

         THE REGISTRANT. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF SANTA ANA, STATE OF CALIFORNIA, ON THIS 24TH DAY
OF MARCH 1997.

                                      INGRAM MICRO INC.

                                      By      /s/James E. Anderson, Jr.
                                        ----------------------------------------
                                               James E. Anderson, Jr.
                                               Senior Vice President, Secretary
                                               and General Counsel

                                       6
7
                                POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW, CONSTITUTES AND APPOINTS JERRE L. STEAD, MICHAEL J. GRAINGER AND JAMES E.
ANDERSON, JR. AND EACH OF THEM, OUR TRUE AND LAWFUL ATTORNEYS-IN-FACT AND
AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, TO DO ANY AND ALL
ACTS AND THINGS AND EXECUTE, IN THE NAME OF THE UNDERSIGNED, ANY AND ALL
INSTRUMENTS WHICH SAID ATTORNEYS-IN-FACT AND AGENTS MAY DEEM NECESSARY OR
ADVISABLE IN ORDER TO ENABLE INGRAM MICRO INC. TO COMPLY WITH THE SECURITIES ACT
OF 1933 AND ANY REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSION IN
RESPECT THEREOF, IN CONNECTION WITH THE FILING WITH THE SECURITIES AND EXCHANGE
COMMISSION OF THE REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF
1933, INCLUDING SPECIFICALLY BUT WITHOUT LIMITATION, POWER AND AUTHORITY TO SIGN
THE NAME OF THE UNDERSIGNED TO SUCH REGISTRATION STATEMENT, AND ANY AMENDMENTS
TO SUCH REGISTRATION STATEMENT (INCLUDING POST-EFFECTIVE AMENDMENTS), AND TO
FILE THE SAME WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION
THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, TO SIGN ANY AND ALL
APPLICATIONS, REGISTRATION STATEMENTS, NOTICES OR OTHER DOCUMENTS NECESSARY OR
ADVISABLE TO COMPLY WITH APPLICABLE STATE SECURITIES LAWS, AND TO FILE THE SAME,
TOGETHER WITH OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE APPROPRIATE STATE
SECURITIES AUTHORITIES, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND
EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT
AND THING REQUISITE OR NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY
AND TO ALL INTENTS AND PURPOSES AS THE UNDERSIGNED MIGHT OR COULD DO IN PERSON,
HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS, AND
ANY OF THEM, OR THEIR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE
HEREOF.

       PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE                             TITLE                                                DATE
---------                             -----                                                ----
/s/ Jerre L. Stead                    Chief Executive Officer (Principal Executive         March 24, 1997
----------------------------------    Officer); Chairman of the Board
Jerre L. Stead

/s/ Michael J. Grainger               Executive Vice President and Worldwide Chief         March 24, 1997
----------------------------------    Financial Officer (Principal Financial Officer and
Michael J. Grainger                   Principal Accounting Officer)

/s/ Martha R. Ingram                  Director                                             March 24, 1997
----------------------------------
Martha R. Ingram

/s/ John R. Ingram                    Director                                             March 24, 1997
----------------------------------
John R. Ingram

/s/ David B. Ingram                   Director                                             March 24, 1997
----------------------------------
David B. Ingram

/s/ Don H. Davis, Jr.                 Director                                             March 24, 1997
----------------------------------
Don H. Davis, Jr.

/s/ Philip M. Pfeffer                 Director                                             March 24, 1997
----------------------------------
Philip M. Pfeffer

/s/ J. Phillip Samper                 Director                                             March 24, 1997
----------------------------------
J. Phillip Samper

/s/ Joe B. Wyatt                      Director                                             March 24, 1997
----------------------------------
Joe B. Wyatt
7
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                                INDEX TO EXHIBITS
EXHIBIT                                                                                        SEQUENTIALLY
      NUMBER            EXHIBIT                                                                      NUMBERED PAGE
      ------            -------                                                                      -------------
4.01             Certificate of  Incorporation of the Registrant.  (Incorporated  herein           *
                        by reference to Exhibit 1.01 to the Registrant's  1933 Act Registration
                        Statement on Form S-1, File No. 333-09453 (the "Form S-1")).*

       4.02             Amended and Restated  Bylaws of the  Registrant.  (Incorporated  herein           *
                        by reference to Exhibit 3.03 to the Form S-1).*

       5.01             Opinion of Davis Polk & Wardwell.                                                10

      23.01             Consent of Independent Public Accountants - Price Waterhouse LLP.                12

      23.02             Consent of Davis Polk & Wardwell  (included in their  opinion  filed as          10
                        Exhibit 5.01).

      24.01             Powers  of  Attorney   (included   on  the   signature   page  of  this           7
                        registration statement).

      99.01             Form  of the  Ingram  Micro  Inc.  Amended  and  Restated  1996  Equity          14
                        Incentive Plan.
--------------------------
*  Incorporated by reference.

                                       8