<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.
                           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>
<CAPTION>
======================================================================================================================
                                                               Proposed              Proposed
Title of Securities                    Amount to be            Maximum                Maximum             Amount of
to be Registered (1)                Registered (1)(2)       Offering Price           Aggregate        Registration Fee
                                                           per Share (1)(3)   Offering Price (1)(3)
----------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                         <C>                <C>                    <C>      
Class B Common Stock (par value     4,560,250 shares            $7.00              $31,921,750            $9,673.26
$0.01 per share)
======================================================================================================================
</TABLE>

(1)    The Registrant is hereby registering Class B Common Stock issuable upon
       the exercise of stock options and awards under the Plan. This
       Registration Statement shall also be deemed to register the Class A
       Common Stock issuable upon conversion of shares of the Class B Common
       Stock (on a one share for one share basis, without additional
       consideration).

(2)    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.

(3)    Based upon the average per share exercise price of options granted
       (assuming the exercise price of stock options issuable under the Plan for
       the purchase of Class B Common Stock), and the maximum number of shares
       issuable (assuming the conversion of shares of Class B Common Stock to
       Class A Common Stock, on a one share for one share basis, after exercise
       of options), 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 32 Pages.
                            Exhibit Index on Page 10.




<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. 1996 Equity
Incentive Plan, dated March 24, 1997, together with the Ingram Micro Inc. 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 4,560,250 shares of the Registrant's Class B Common Stock, par
value $.01 per share ("Class B Common Stock"), for issuance pursuant to the
Registrant's 1996 Equity Incentive Plan (the "Plan") upon the exercise of stock
options and awards under the Plan and the Class A Common Stock, par value $.01
per share ("Class A Common Stock") issuable upon the conversion on a one share
for one share basis of the Registrant's Class B Common Stock, 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. This Registration Statement shall also be
deemed to cover such Class A Common Stock issuable upon conversion of shares of
the Class B Common Stock (on a one share for one share basis, without additional
consideration).

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

         See Item 3(3) above with respect to the Registrant's Class A Common
Stock.

         The shares of Class A Common Stock and Class B Common Stock
(collectively, "Common Equity") are identical in all respects, except for voting
rights and certain conversion rights, as described below.

         Voting Rights. Each share of Class A Common Stock entitles the holder
to one vote on each matter submitted to a vote of the Company's shareowners,
including the election of directors, and each share of Class B Common Stock
entitles the holder to ten votes on each such matter. Except as required by
applicable law, holders of the Class A Common Stock and Class B Common Stock
vote together as a single class on all matters submitted to a vote of the
shareowners of the Company. There is no cumulative voting.



                                       3
<PAGE>   4


         Subject to New York Stock Exchange requirements, for so long as there
are any shares of Class B Common Stock outstanding, any action that may be taken
at a meeting of the shareowners may be taken by written consent in lieu of a
meeting if the Company receives consents signed by shareowners having the
minimum number of votes that would be necessary to approve the action at a
meeting at which all shares entitled to vote on the matter were present and
voted. This could permit certain holders of Class B Common Stock to take action
regarding certain matters without providing other shareowners the opportunity to
voice dissenting views or raise other matters. The right to take such action by
written consent of shareowners will expire at such time as all outstanding
shares of Class B Common Stock cease to be outstanding.

         Dividends, Distributions, and Stock Splits. Holders of Class A Common
Stock and Class B Common Stock, are entitled to receive dividends at the same
rate if, as, and when such dividends are declared by the Board of Directors out
of assets legally available therefor after payment of dividends required to be
paid on shares of Preferred Stock, if any.

         In the case of dividends or distributions payable in Class A Common
Stock or Class B Common Stock, only shares of Class A Common Stock will be
distributed with respect to the Class A Common Stock and only shares of Class B
Common Stock will be distributed with respect to the Class B Common Stock. In
the case of dividends or other distributions consisting of other voting shares
of the Company, the Company will declare and pay such dividends in two separate
classes of such voting securities, identical in all respects, except that the
voting rights of each such security paid to the holders of the Class A Common
Stock shall be one-tenth of the voting rights of each such security paid to the
holders of Class B Common Stock, and such security paid to the holders of Class
B Common Stock shall convert into the security paid to the holders of the Class
A Common Stock upon the same terms and conditions applicable to the Class B
Common Stock. In the case of dividends or other distributions consisting of
securities convertible into, or exchangeable for, voting securities of the
Company, the Company will provide that such convertible or exchangeable
securities and the underlying securities be identical in all respects, except
that the voting rights of each security underlying the convertible or
exchangeable security paid to the holders of the Class A Common Stock shall be
one-tenth of the voting rights of each security underlying the convertible or
exchangeable security paid to the holders of Class B Common Stock, and such
underlying securities paid to the holders of Class B Common Stock shall convert
into the security paid to the holders of the Class A Common Stock upon the same
terms and conditions applicable to the Class B Common Stock.

         Neither the Class A Common Stock nor the Class B Common Stock may be
subdivided or combined in any manner unless the other class is subdivided or
combined in the same proportion.

         Conversion. The Class A Common Stock has no conversion rights. The
Class B Common Stock is convertible into Class A Common Stock, in whole or in
part, at any time and from time to time at the option of the holder, on the
basis of one share of Class A Common Stock for each share of Class B Common
Stock converted. Each share of Class B Common Stock will also automatically
convert into one share of Class A Common Stock upon the earliest to occur of (i)
the fifth anniversary of the closing of the "Split-Off," which related to the
exchange of shares of common stock of the Company's former parent, Ingram
Industries Inc. ("Ingram Industries"), for shares of Class B Common Stock,
together with those elements of the reorganization of the Company which occurred
prior to the closing of the Company's initial public offering in October 1996;
(ii) the sale or transfer of such share of Class B Common Stock (a) by a holder
that is a party to the Board Representation Agreement (among the Company, Martha
R. Ingram, her children, certain trusts created for their benefit, and two
charitable trusts and a foundation created by the Ingram family (collectively,
the "Ingram Family Stockholders"), which provides that certain types of
corporate transactions, including transactions involving the potential sale or
merger of the Company; the issuance of additional equity, warrants, or options;
certain acquisitions; or the incurrence of significant indebtedness, may not be
entered into without the written approval of at least a majority of the voting
power held by certain of the Ingram Family Stockholders acting in their sole
discretion) to any person that is not an affiliate, spouse or descendant of such
holder, their estates or trusts for their benefit or any other party to the
Exchange Agreement (pursuant to which certain stockholders of Ingram Industries
exchanged a specified number of their shares of Ingram Industries common stock
for shares of Class B Common Stock of the Company as part of the Split-Off) or
(b) by any other holder, to a holder that is not the




                                       4
<PAGE>   5
spouse or descendant of such holder or their estates or trusts
for the benefit thereof; and (iii) the date on which the number of shares of
Class B Common Stock then outstanding is less than 25% of the aggregate number
of shares of Common Equity then outstanding.

         Liquidation. In the event of any dissolution, liquidation, or winding
up of the affairs of the Company, whether voluntary or involuntary, after
payment of the debts and other liabilities of the Company and making provision
for the holders of Preferred Stock, if any, the remaining assets of the Company
will be distributed ratably among the holders of the Class A Common Stock and
the Class B Common Stock, treated as a single class.

         Mergers and Other Business Combinations. Upon a merger, combination, or
other similar transaction of the Company in which shares of Common Equity are
exchanged for or changed into other stock or securities, cash and/or any other
property, holders of each class of Common Equity will be entitled to receive an
equal per share amount of stock, securities, cash, and/or any other property, as
the case may be, into which or for which each share of any other class of Common
Equity is exchanged or changed; provided that in any transaction in which shares
of capital stock are distributed, such shares so exchanged for or changed into
may differ as to voting rights and certain conversion rights to the extent and
only to the extent that the voting rights and certain conversion rights of Class
A Common Stock and Class B Common Stock differ at that time.

         Other Provisions. The holders of the Class A Common Stock and Class B
Common Stock are not entitled to preemptive rights. There are no redemption
provisions or sinking fund provisions applicable to the Class A Common Stock or
the Class B Common Stock

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), 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.



                                       5
<PAGE>   6
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 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. 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 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 



                                       6
<PAGE>   7

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 B Common Stock, which shares are convertible
(on a one share for one share basis, without additional consideration) into
shares of Class A Common Stock of the Company, offered hereunder has been passed
upon by Davis Polk & Wardwell, New York, New York.

                                       7
<PAGE>   8
                                   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



                                       8
<PAGE>   9
                                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  Chairman of the         March 24, 1997
--------------------------    (Principal Executive Officer);
Jerre L. Stead                Board


/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>





                                       9
<PAGE>   10

                                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.                                 12

         23.01    Consent of Independent Accountants - Price Waterhouse LLP.        14

         23.02    Consent of Davis Polk & Wardwell (included in their opinion
                  filed as Exhibit 5.01).                                           12

         24.01    Powers of Attorney (included on the signature page of this
                  registration statement).                                           9

         99.01    Form of the Ingram Micro Inc. 1996 Equity Incentive Plan.         16
</TABLE>






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




                                       10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 AS FILED ON MARCH 24, 1997", "secsgml_size_bytes": 31803}]
{"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": "333-23821", "film-number": "97561463"}, "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.
                           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
Title of Securities                    Amount to be            Maximum                Maximum             Amount of
to be Registered (1)                Registered (1)(2)       Offering Price           Aggregate        Registration Fee
                                                           per Share (1)(3)   Offering Price (1)(3)
----------------------------------------------------------------------------------------------------------------------
Class B Common Stock (par value     4,560,250 shares            $7.00              $31,921,750            $9,673.26
$0.01 per share)
======================================================================================================================
(1)    The Registrant is hereby registering Class B Common Stock issuable upon
       the exercise of stock options and awards under the Plan. This
       Registration Statement shall also be deemed to register the Class A
       Common Stock issuable upon conversion of shares of the Class B Common
       Stock (on a one share for one share basis, without additional
       consideration).

(2)    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.

(3)    Based upon the average per share exercise price of options granted
       (assuming the exercise price of stock options issuable under the Plan for
       the purchase of Class B Common Stock), and the maximum number of shares
       issuable (assuming the conversion of shares of Class B Common Stock to
       Class A Common Stock, on a one share for one share basis, after exercise
       of options), 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 32 Pages.
                            Exhibit Index on Page 10.
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. 1996 Equity
Incentive Plan, dated March 24, 1997, together with the Ingram Micro Inc. 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 4,560,250 shares of the Registrant's Class B Common Stock, par
value $.01 per share ("Class B Common Stock"), for issuance pursuant to the
Registrant's 1996 Equity Incentive Plan (the "Plan") upon the exercise of stock
options and awards under the Plan and the Class A Common Stock, par value $.01
per share ("Class A Common Stock") issuable upon the conversion on a one share
for one share basis of the Registrant's Class B Common Stock, 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. This Registration Statement shall also be
deemed to cover such Class A Common Stock issuable upon conversion of shares of
the Class B Common Stock (on a one share for one share basis, without additional
consideration).

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

         See Item 3(3) above with respect to the Registrant's Class A Common
Stock.

         The shares of Class A Common Stock and Class B Common Stock
(collectively, "Common Equity") are identical in all respects, except for voting
rights and certain conversion rights, as described below.

         Voting Rights. Each share of Class A Common Stock entitles the holder
to one vote on each matter submitted to a vote of the Company's shareowners,
including the election of directors, and each share of Class B Common Stock
entitles the holder to ten votes on each such matter. Except as required by
applicable law, holders of the Class A Common Stock and Class B Common Stock
vote together as a single class on all matters submitted to a vote of the
shareowners of the Company. There is no cumulative voting.

                                       3
4

         Subject to New York Stock Exchange requirements, for so long as there
are any shares of Class B Common Stock outstanding, any action that may be taken
at a meeting of the shareowners may be taken by written consent in lieu of a
meeting if the Company receives consents signed by shareowners having the
minimum number of votes that would be necessary to approve the action at a
meeting at which all shares entitled to vote on the matter were present and
voted. This could permit certain holders of Class B Common Stock to take action
regarding certain matters without providing other shareowners the opportunity to
voice dissenting views or raise other matters. The right to take such action by
written consent of shareowners will expire at such time as all outstanding
shares of Class B Common Stock cease to be outstanding.

         Dividends, Distributions, and Stock Splits. Holders of Class A Common
Stock and Class B Common Stock, are entitled to receive dividends at the same
rate if, as, and when such dividends are declared by the Board of Directors out
of assets legally available therefor after payment of dividends required to be
paid on shares of Preferred Stock, if any.

         In the case of dividends or distributions payable in Class A Common
Stock or Class B Common Stock, only shares of Class A Common Stock will be
distributed with respect to the Class A Common Stock and only shares of Class B
Common Stock will be distributed with respect to the Class B Common Stock. In
the case of dividends or other distributions consisting of other voting shares
of the Company, the Company will declare and pay such dividends in two separate
classes of such voting securities, identical in all respects, except that the
voting rights of each such security paid to the holders of the Class A Common
Stock shall be one-tenth of the voting rights of each such security paid to the
holders of Class B Common Stock, and such security paid to the holders of Class
B Common Stock shall convert into the security paid to the holders of the Class
A Common Stock upon the same terms and conditions applicable to the Class B
Common Stock. In the case of dividends or other distributions consisting of
securities convertible into, or exchangeable for, voting securities of the
Company, the Company will provide that such convertible or exchangeable
securities and the underlying securities be identical in all respects, except
that the voting rights of each security underlying the convertible or
exchangeable security paid to the holders of the Class A Common Stock shall be
one-tenth of the voting rights of each security underlying the convertible or
exchangeable security paid to the holders of Class B Common Stock, and such
underlying securities paid to the holders of Class B Common Stock shall convert
into the security paid to the holders of the Class A Common Stock upon the same
terms and conditions applicable to the Class B Common Stock.

         Neither the Class A Common Stock nor the Class B Common Stock may be
subdivided or combined in any manner unless the other class is subdivided or
combined in the same proportion.

         Conversion. The Class A Common Stock has no conversion rights. The
Class B Common Stock is convertible into Class A Common Stock, in whole or in
part, at any time and from time to time at the option of the holder, on the
basis of one share of Class A Common Stock for each share of Class B Common
Stock converted. Each share of Class B Common Stock will also automatically
convert into one share of Class A Common Stock upon the earliest to occur of (i)
the fifth anniversary of the closing of the "Split-Off," which related to the
exchange of shares of common stock of the Company's former parent, Ingram
Industries Inc. ("Ingram Industries"), for shares of Class B Common Stock,
together with those elements of the reorganization of the Company which occurred
prior to the closing of the Company's initial public offering in October 1996;
(ii) the sale or transfer of such share of Class B Common Stock (a) by a holder
that is a party to the Board Representation Agreement (among the Company, Martha
R. Ingram, her children, certain trusts created for their benefit, and two
charitable trusts and a foundation created by the Ingram family (collectively,
the "Ingram Family Stockholders"), which provides that certain types of
corporate transactions, including transactions involving the potential sale or
merger of the Company; the issuance of additional equity, warrants, or options;
certain acquisitions; or the incurrence of significant indebtedness, may not be
entered into without the written approval of at least a majority of the voting
power held by certain of the Ingram Family Stockholders acting in their sole
discretion) to any person that is not an affiliate, spouse or descendant of such
holder, their estates or trusts for their benefit or any other party to the
Exchange Agreement (pursuant to which certain stockholders of Ingram Industries
exchanged a specified number of their shares of Ingram Industries common stock
for shares of Class B Common Stock of the Company as part of the Split-Off) or
(b) by any other holder, to a holder that is not the

                                       4
5
spouse or descendant of such holder or their estates or trusts
for the benefit thereof; and (iii) the date on which the number of shares of
Class B Common Stock then outstanding is less than 25% of the aggregate number
of shares of Common Equity then outstanding.

         Liquidation. In the event of any dissolution, liquidation, or winding
up of the affairs of the Company, whether voluntary or involuntary, after
payment of the debts and other liabilities of the Company and making provision
for the holders of Preferred Stock, if any, the remaining assets of the Company
will be distributed ratably among the holders of the Class A Common Stock and
the Class B Common Stock, treated as a single class.

         Mergers and Other Business Combinations. Upon a merger, combination, or
other similar transaction of the Company in which shares of Common Equity are
exchanged for or changed into other stock or securities, cash and/or any other
property, holders of each class of Common Equity will be entitled to receive an
equal per share amount of stock, securities, cash, and/or any other property, as
the case may be, into which or for which each share of any other class of Common
Equity is exchanged or changed; provided that in any transaction in which shares
of capital stock are distributed, such shares so exchanged for or changed into
may differ as to voting rights and certain conversion rights to the extent and
only to the extent that the voting rights and certain conversion rights of Class
A Common Stock and Class B Common Stock differ at that time.

         Other Provisions. The holders of the Class A Common Stock and Class B
Common Stock are not entitled to preemptive rights. There are no redemption
provisions or sinking fund provisions applicable to the Class A Common Stock or
the Class B Common Stock

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), 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.

                                       5
6
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 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. 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 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 

                                       6
7

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 B Common Stock, which shares are convertible
(on a one share for one share basis, without additional consideration) into
shares of Class A Common Stock of the Company, offered hereunder has been passed
upon by Davis Polk & Wardwell, New York, New York.

                                       7
8
                                   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

                                       8
9
                                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  Chairman of the         March 24, 1997
--------------------------    (Principal Executive Officer);
Jerre L. Stead                Board

/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
9
10

                                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.                                 12

         23.01    Consent of Independent Accountants - Price Waterhouse LLP.        14

         23.02    Consent of Davis Polk & Wardwell (included in their opinion
                  filed as Exhibit 5.01).                                           12

         24.01    Powers of Attorney (included on the signature page of this
                  registration statement).                                           9

         99.01    Form of the Ingram Micro Inc. 1996 Equity Incentive Plan.         16
------------
*    Incorporated by reference.

                                       10