<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.
                           ROLLOVER STOCK OPTION 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>
<CAPTION>
=======================================================================================================================
                                                              Proposed                Proposed
Title of Securities                    Amount to be           Maximum                  Maximum             Amount of
to be Registered                      Registered (1)       Offering Price             Aggregate        Registration Fee
                                                           per Share (2)         Offering Price (2)
-----------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                   <C>                       <C>                   <C>      
Class A Common Stock (par value      5,700,967 shares      $2.06571148543           $11,776,553.01         $3,568.66
$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)      Based upon the average per share exercise price of options granted, and
         the maximum number of shares issuable, under the Plan in accordance
         with Rule 457(h)(1) of the Securities Act of 1933, as amended.


--------------------------------------------------------------------------------
            This Registration Statement Includes a Total of 21 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

            The information required to be provided to participants pursuant to
this Item is set forth in the Prospectus for the Ingram Micro Inc. Rollover
Stock Option Plan, dated March 24, 1997, together with the Ingram Micro Inc.
Rollover Stock Option 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 5,700,967 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 Rollover Stock Option 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 




                                       3
<PAGE>   4
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), 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. Rollover Stock Option 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. 



                                       4
<PAGE>   5
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 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 EACH OF JERRE L. STEAD, MICHAEL J.
GRAINGER AND JAMES E. ANDERSON, JR., AND EACH OF THEM, OUR TRUE AND LAWFUL
ATTORNEYS-IN-FACT AND AGENT, 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-0EFFECTIVE
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, AND
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 DATES INDICATED.

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

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

         <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 Exhibit 5.01).                                                 10

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

         99.01    Form of the Ingram Micro Inc. Rollover Stock Option Plan.               14
</TABLE>





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



                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 AS FILED ON MARCH 24, 1997", "secsgml_size_bytes": 22929}]
{"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": "333-23823", "film-number": "97561466"}, "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.
                           ROLLOVER STOCK OPTION 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
Title of Securities                    Amount to be           Maximum                  Maximum             Amount of
to be Registered                      Registered (1)       Offering Price             Aggregate        Registration Fee
                                                           per Share (2)         Offering Price (2)
-----------------------------------------------------------------------------------------------------------------------
Class A Common Stock (par value      5,700,967 shares      $2.06571148543           $11,776,553.01         $3,568.66
$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)      Based upon the average per share exercise price of options granted, and
         the maximum number of shares issuable, under the Plan in accordance
         with Rule 457(h)(1) of the Securities Act of 1933, as amended.

--------------------------------------------------------------------------------
            This Registration Statement Includes a Total of 21 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

            The information required to be provided to participants pursuant to
this Item is set forth in the Prospectus for the Ingram Micro Inc. Rollover
Stock Option Plan, dated March 24, 1997, together with the Ingram Micro Inc.
Rollover Stock Option 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 5,700,967 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 Rollover Stock Option 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 

                                       3
4
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), 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. Rollover Stock Option 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. 

                                       4
5
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 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 EACH OF JERRE L. STEAD, MICHAEL J.
GRAINGER AND JAMES E. ANDERSON, JR., AND EACH OF THEM, OUR TRUE AND LAWFUL
ATTORNEYS-IN-FACT AND AGENT, 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-0EFFECTIVE
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, AND
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 DATES INDICATED.
SIGNATURE                         TITLE                                           DATE
       ---------                         -----                                           ----
/s/ Jerre L. Stead                       Chief Executive Officer (Principal           March 24, 1997
----------------------------             Executive Officer); Chairman of the Board
Jerre L. Stead                           

/s/ Michael J. Grainger                  Executive Vice President and                    March 24, 1997
----------------------------             Worldwide Chief Financial Officer
Michael J. Grainger                      (Principal Financial Officer and 
                                         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 PAGES
         ------   -------                                                          --------------
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 Exhibit 5.01).                                                 10

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

         99.01    Form of the Ingram Micro Inc. Rollover Stock Option Plan.               14
---------------
*    Incorporated by reference.

                                       8