content: <PAGE>
   
                        SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C. 20549
  
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
  
                      Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
  
  
                         Date of Report:  October 10, 1997
  
  
  
                          WESTERN MICRO TECHNOLOGY, INC.
       ---------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
  
  
           Delaware                    0-11560                94-2414428
  ------------------------------  -------------------  -------------------------
                                    (Commission              (I.R.S. Employer
  (State or Other Jurisdiction       File Number          identification Number)
    of Incorporation)
  
  
  
         254 East Hacienda Avenue, Campbell, CA                   95008
       ---------------------------------------------          -------------
         (Address of principal executive offices)               (Zip Code)
  
  
  
  
                           (408) 379-0177
                    -------------------------------
                    (Registrant's telephone number,
                          including area code)
  <PAGE>
   
  Item 5.   Other Events.
            ------------ 
  
  (a)  On September 30, 1997, Western Micro Technology, Inc. (the "Registrant")
  executed an amendment, attached hereto as Exhibit 2.1, (the "Third Amendment"),
  with the stockholders of Star Management Services, Inc., a Delaware corporation
  ("Star Management"), modifying certain terms of the proposed acquisition by the
  Registrant of the outstanding capital stock of Star Management (the "Star
  Acquisition") as set forth in the Stock Purchase Agreement by and among the
  Registrant, Star Management, Harvey E. Najim and Carlton Joseph Mertens II
  (together, the "Selling Stockholders") dated as of June 4, 1997, attached hereto
  as Exhibit 2.2 and incorporated herein by reference (the "Stock Purchase
  Agreement") and as amended by the Letter Agreement dated July 22, 1997, the
  Amendment to Stock Purchase Agreement dated August 29, 1997 and the Second
  Amendment to Stock Purchase Agreement dated September 5, 1997 (filed as Exhibits
  2.1 and 2.2, respectively, to the Registrant's Current Report on Form 8-K filed
  on September 15, 1997) (said Stock Purchase Agreement as amended the "Amended
  Purchase Agreement"). The Third Amendment was signed concurrently with the
  closing of the Star Acquisition and superseded in their entirety the Letter
  Agreement, Amendment to Stock Purchase Agreement, and Second Amendment to Stock
  Purchase Agreement.
  
       On October 1, 1997,  the Registrant issued the press release attached
  hereto as Exhibit 99.1.  The press release related to the Company's announcement
  that it had closed the Star Acquisition.
  
  (b)  Concurrently with the closing of the Star Acquisition, the Registrant
  signed a Note Purchase Agreement, attached hereto as Exhibit 4.1 (the "Note
  Purchase Agreement") among: (i) the Registrant, as issuer; (ii) WMT Acquisition
  Corp., a Delaware corporation, Savoir Technology Group, Inc., a Delaware
  corporation, Star Management, Inet Systems, Inc., a Texas corporation, Star Data
  International, a company organized under the laws of the Virgin Islands, Sirius
  Investments, Inc., a Nevada corporation and Star Data Systems, a Texas
  corporation, as guarantors (together, the "Guarantors"); (iii) Robert Fleming
  Inc., a Delaware corporation and Canpartners Investments IV, LLC, a California
  limited liability company, as purchasers (together, the "Purchasers"); and (iv)
  Canpartners Investments IV, LLC, as agent for the Purchasers (the "Agent").
  Pursuant to the Note Purchase Agreement, the Registrant sold Fifteen Million
  Seven Hundred Thousand Dollars ($15,700,000) worth of secured notes (the
  "Notes") to the Purchasers, granted to the Purchasers warrants to purchase Four
  Hundred Thousand (400,000) shares of the Registrant's common stock, and granted
  to the Purchasers Ten (10) shares of newly authorized and issued Series B
  Preferred Stock with the right to elect a member of the Board of Directors in
  the event of a default by the Registrant on the Notes.
  
       Concurrently with the Note Purchase Agreement, the Registrant also
  executed: (i) the Registration and Put Rights Agreement among the Registrant and
  the Purchasers attached hereto as Exhibit 4.2; (ii) the Guarantor Security and
  Pledge Agreement among the Registrant, the Guarantors and the Agent attached
  hereto as Exhibit 10.1; (iii) the SMS Subordination and Intercreditor Agreement
  among the Registrant, the Selling Stockholders, the Guarantors and the
  Purchasers attached hereto as Exhibit 10.2; (iv) the Issuer Security
  
                                        -2-
  <PAGE>
   
  and Pledge Agreement between the Registrant and the Agent attached hereto as
  Exhibit 10.3; (v) the Warrant Agreement of Western Micro Technology, Inc.
  between the Registrant and the Purchasers attached hereto as Exhibit 4.3; (vi)
  the Contribution Agreement among the Registrant and the Guarantors attached
  hereto as Exhibit 10.4 ; (vii) the Purchase Agreement Assignment between the
  Registrant and the Agent attached hereto as Exhibit 10.5; (viii) the Common
  Stock Purchase Warrant in favor of Robert Fleming Inc. attached hereto as
  Exhibit 4.4; (ix) the Common Stock Purchase Warrant in favor of CanPartners
  Investments IV, LLC attached hereto as Exhibit 4.5; (x) the 13.5% Second
  Priority Senior Secured Notes Due September 30, 2000 in favor of Robert Fleming
  Inc. attached hereto as Exhibit 4.6; (xi) the 13.5% Second Priority Senior
  Secured Notes Due September 30, 2000 in favor of CanPartners Investments IV, LLC
  attached hereto as Exhibit 4.7; and (xii) the Certificate of Designation,
  Preferences and Rights of Series B Preferred Stock of Western Micro Technology,
  Inc. attached hereto as Exhibit 3.1.
  
  (c)  Concurrently with the closing of the Star Acquisition the Registrant
  executed the Amendment #4 to the Inventory and Working Capital Financing
  Agreement between the Registrant and IBM Credit Corporation, a Delaware
  corporation ("ICC"), attached hereto as Exhibit 10.6 (the "Amendment #4 to
  Western IWCF"), to that certain Inventory and Working Capital Financing
  Agreement, as amended on December 31, 1996 (the "Western IWCF") among the
  Registrant and ICC (filed as Exhibit 10.23 to the Registrant's Annual Report on
  Form 10-K filed on March 31, 1997). Pursuant to the Amendment #4 to Western
  IWCF, the Registrant obtained an additional loan of Ten Million Dollars
  ($10,000,000) to consummate the Star Acquisition and granted to ICC a warrant to
  purchase One Hundred Thousand (100,000) shares of the Registrant's common stock.
  
       Concurrently with the Amendment #4 to Western IWCF, the Registrant also
  executed: (i) the Promissory Note in the amount of Ten Million Dollars
  ($10,000,000) in favor of ICC attached hereto as Exhibit 4.8; (ii) the Warrant
  Agreement of Western Micro Technology, Inc. between the Registrant and ICC
  attached hereto as Exhibit 4.9; (iii) the Assumption Agreement among the
  Registrant, Star Data Systems, Inc. and ICC attached hereto as Exhibit 10.7;
  (iv) the Collateralized Guaranty of Payment between the Registrant and ICC
  attached hereto as Exhibit 10.8; (v) the IBM Credit Corporation Subordination
  and Intercreditor Agreement among the Registrant, the Guarantors, the Purchasers
  and ICC attached hereto as Exhibit 10.9; (vi) the Registration and Put Rights
  Agreement between the Registrant and ICC attached hereto as Exhibit 4.10 and
  (vii) the Common Stock Purchase Warrant in favor of ICC attached hereto as
  Exhibit 4.11.
  
  (d)  Also pursuant to the Star Acquisition, Carlton Joseph Mertens II was
  elected to the Registrant's board of directors. In his capacity as a Selling
  Stockholder of Star Management, Mr. Mertens was a party to the contracts set
  forth in Exhibits 2.1, 2.2, 10.2 and 10.5 hereof.
  
  (e)  In a separate transaction, on September 19, 1997, the Registrant
  consummated the issuance of 1,125,250 Units (the "Units") (each Unit consisting
  of two (2) shares of the Registrant's Series A Preferred Stock, par value $0.01
  per share, for an aggregate of Two Million Two Hundred Fifty Thousand Five
  Hundred (2,250,500) shares, at a purchase price 
  
                                        -3-
  <PAGE>
   
  of $9.5625 per share, and one (1) Common Stock Purchase Warrant, par value $0.01
  per share, for an aggregate of One Million One Hundred Twenty Five Thousand Two
  Hundred Fifty (1,125,250) shares, at a purchase price of $.125 per Warrant and
  exercisable at a price of $9.6875 per share), at a purchase price of Nineteen
  Dollars and Twenty Five Cents ($19.25) per Unit (the "Units"), offered pursuant
  to the terms and conditions of: (i) the form of Units Purchase Agreement dated
  as of September 19, 1997 between the Registrant and the purchasers of the Units
  (the "Unit Purchasers") attached hereto as Exhibit 4.12; (ii) the form of
  Registration Rights Agreement dated as of September 19, 1997 among the
  Registrant, the Purchasers and Fahnestock & Co. Inc. as placement agent attached
  hereto as Exhibit 4.13; (iii) the Form of Common Stock Purchase Warrant in favor
  of the Unit Purchasers attached hereto as Exhibit 4.14 and (iv) the Certificate
  of Designation, Preferences and Rights of Series A Preferred Stock of Western
  Micro Technology, Inc, attached hereto as Exhibit 3.2.
  
  
  Item 7.   Financial Statements and Exhibits.
            --------------------------------- 
  
            (a)   Exhibits.
  
                 2.1* Third Amendment to Stock Purchase Agreement by and among the
                      Registrant, Star Management, Harvey Najim and Carlton Joseph
                      Mertens II dated September 30, 1997.  Supplementary
                      Disclosure Schedules A & B, attached to the Executed Third
                      Amendment as Exhibits A & B, have been omitted and will be
                      furnished to the Commission upon request.  Schedules to
                      Exhibit C of this Third Amendment omitted from this report
                      will be furnished to the Securities and Exchange Commission
                      upon request.
  
                 2.2+ Stock Purchase Agreement by and among the Registrant, Star
                      Management and the Selling Stockholders dated as of June 4,
                      1997
  
                 3.1  Certificate of Designation, Preferences and Rights of Series
                      B Preferred Stock of Western Micro Technology, Inc.
  
                 3.2  Certificate of Designation, Preferences and Rights of Series
                      A Preferred Stock of Western Micro Technology, Inc.
  
                 4.1  Note Purchase Agreement among the Registrant, the Guarantors
                      and the Purchasers dated September 30, 1997.  Schedules to
                      this agreement omitted from this report will be furnished to
                      the Securities and Exchange Commission upon request.
  
                 4.2  Registration and Put Rights Agreement among the Registrant
                      and the Purchasers dated September 30, 1997.
  
                                        -4-
  <PAGE>
   
                 4.3  Warrant Agreement of Western Micro Technology, Inc. between
                      the Registrant and the Purchasers dated September 30, 1997.
  
                 4.4  Common Stock Purchase Warrant in favor of Robert Fleming
                      Inc.
  
                 4.5  Common Stock Purchase Warrant in favor of CanPartners
                      Investments IV, LLC.
  
                 4.6  13.5% Second Priority Senior Secured Notes Due September 30,
                      2000 in favor of Robert Fleming Inc.
  
                 4.7  13.5% Second Priority Senior Secured Notes Due September 30,
                      2000 in favor of CanPartners Investments IV, LLC.
  
                 4.8  Promissory Note of Registrant in the amount of Ten Million
                      Dollars ($10,000,000) in favor of ICC dated September 30,
                      1997.
  
                 4.9  Warrant Agreement of Western Micro Technology, Inc. between
                      the Registrant and ICC dated September 30, 1997.
  
                 4.10 Registration and Put Rights Agreement between the Registrant
                      and ICC.
  
                 4.11 Common Stock Purchase Warrant in favor of ICC.
  
                 4.12 Form of Units Purchase Agreement dated as of September 19,
                      1997 between the Registrant and the Unit Purchasers.
  
                 4.13 Form of Registration Rights Agreement dated as of September
                      19, 1997 among the Registrant, the Purchasers and Fahnestock
                      & Co. Inc. as placement agent.
  
                 4.14 Form of Common Stock Purchase Warrant in favor of the Unit
                      Purchasers.
  
                 10.1 Guarantor Security and Pledge Agreement among the
                      Registrant, the Guarantors and the Agent dated September 30,
                      1997.
  
                 10.2 SMS Subordination and Intercreditor Agreement among the
                      Registrant, the Selling Stockholders, the Guarantors and the
                      Purchasers dated September 30, 1997.
  
                                        -5-
  <PAGE>
   
                 10.3 Issuer Security and Pledge Agreement between the Registrant
                      and the Agent dated September 30, 1997.
  
                 10.4 Contribution Agreement among the Registrant and the
                      Guarantors dated September 30, 1997.
  
                 10.5 Purchase Agreement Assignment between the Registrant and the
                      Agent dated September 30, 1997.
  
                 10.6 Amendment #4 to the Inventory and Working Capital Financing
                      Agreement dated September 30, 1997.
  
                 10.7 Assumption Agreement among the Registrant, Star Data
                      Systems, Inc. and ICC dated September 30, 1997.
  
                 10.8 Collateralized Guaranty of Payment between the Registrant
                      and ICC dated September 30, 1997.
  
                 10.9 IBM Credit Corporation Subordination and Intercreditor
                      Agreement among the Registrant, the Guarantors, the
                      Purchasers and ICC dated September 30, 1997.
  
                 99.1 Press Release dated October 1, 1997.
  
  ____________________
  
  *    Confidential Treatment requested pursuant to a request for confidential
  treatment filed with the Commission on October 10, 1997.  The portions of the
  exhibit for which confidential treatment has been requested have been omitted
  from the exhibit.  The omitted information has been filed separately with the
  Commission as part of the confidential treatment request.
  
  +    Filed as Exhibit 2.1 to Amendment No. 2 of the Registrant's Current Report
  on Form 8-K filed on July 16, 1997 and incorporated herein by reference.
       
                                   -6-
  <PAGE>
   
                                     SIGNATURE
  
  
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
       Dated: October 10, 1997
  
                                     WESTERN MICRO TECHNOLOGY, INC.
  
  
  
                                     By        /s/ James W. Dorst
                                        -------------------------------
                                               James W. Dorst
                                          Chief Financial Officer
  
                                        -7-
  <PAGE>
   
                                   EXHIBIT INDEX
                                   -------------
  
  Exhibit No.                       Description
  -----------                       -----------
  
  2.1*     Third Amendment to Stock Purchase Agreement by and among the
           Registrant, Star Management, Harvey Najim and Carlton Joseph Mertens II
           dated September 30, 1997.  Supplementary Disclosure Schedules A & B,
           attached to the Executed Third Amendment as Exhibits A & B, have been
           omitted and will be furnished to the Commission upon request.
           Schedules to Exhibit C of this Third Amendment omitted from this report
           will be furnished to the Securities and Exchange Commission upon
           request.
  
  2.2+     Stock Purchase Agreement by and among the Registrant, Star Management,
           Harvey E. Najim and the Selling Stockholders dated as of June 4, 1997
  
  3.1      Certificate of Designation, Preferences and Rights of Series B
           Preferred Stock of Western Micro Technology, Inc.
  
  3.2      Certificate of Designation, Preferences and Rights of Series A
           Preferred Stock of Western Micro Technology, Inc.
  
  4.1      Note Purchase Agreement among the Registrant, the Guarantors and the
           Purchasers dated September 30, 1997.  Schedules to this agreement
           omitted from this report will be furnished to the Securities and
           Exchange Commission upon request.
  
  4.2      Registration and Put Rights Agreement among the Registrant and the
           Purchasers dated September 30, 1997.
  
  4.3      Warrant Agreement of Western Micro Technology, Inc. between the
           Registrant and the Purchasers dated September 30, 1997.
  
  4.4      Common Stock Purchase Warrant in favor of Robert Fleming Inc.
  
  4.5      Common Stock Purchase Warrant in favor of CanPartners Investments IV,
           LLC.
  
  4.6      13.5% Second Priority Senior Secured Notes Due September 30, 2000 in
           favor of Robert Fleming Inc.
  
  4.7      13.5% Second Priority Senior Secured Notes Due September 30, 2000 in
           favor of CanPartners Investments IV, LLC.
  
  4.8      Promissory Note of Registrant in the amount of Ten Million Dollars
           ($10,000,000) in favor of ICC dated September 30, 1997.
  
                                        -8-
  <PAGE>
   
  4.9      Warrant Agreement of Western Micro Technology, Inc. between the
           Registrant and ICC dated September 30, 1997.
  
  4.10     Registration and Put Rights Agreement between the Registrant and ICC.
  
  4.11     Common Stock Purchase Warrant in favor of ICC.
  
  4.12     Form of Units Purchase Agreement dated as of September 19, 1997 between
           the Registrant and the Unit Purchasers.
  
  4.13     Form of Registration Rights Agreement dated as of September 19, 1997
           among the Registrant, the Purchasers and Fahnestock & Co. Inc. as
           placement agent.
  
  4.14     Form of Common Stock Purchase Warrant in favor of the Unit Purchasers.
  
  10.1     Guarantor Security and Pledge Agreement among the Registrant, the
           Guarantors and the Agent dated September 30, 1997.
  
  10.2     SMS Subordination and Intercreditor Agreement among the Registrant, the
           Selling Stockholders, the Guarantors and the Purchasers dated September
           30, 1997.
  
  10.3     Issuer Security and Pledge Agreement between the Registrant and the
           Agent dated September 30, 1997.
  
  10.4     Contribution Agreement among the Registrant and the Guarantors dated
           September 30, 1997.
  
  10.5     Purchase Agreement Assignment between the Registrant and the Agent
           dated September 30, 1997.
  
  10.6     Amendment #4 to the Inventory and Working Capital Financing Agreement
           dated September 30, 1997.
  
  10.7     Assumption Agreement among the Registrant, Star Data Systems, Inc. and
           ICC dated September 30, 1997.
  
  10.8     Collateralized Guaranty of Payment between the Registrant and ICC dated
           September 30, 1997.
  
  10.9     IBM Credit Corporation Subordination and Intercreditor Agreement among
           the Registrant, the Guarantors, the Purchasers and ICC dated September
           30, 1997.
  
  99.1     Press Release dated October 1, 1997.
  
                                        -9-
  <PAGE>
   
  ____________________
  
  *        Confidential Treatment requested pursuant to a request for confidential
  treatment filed with the Commission on October 10, 1997.  The portions of the
  exhibit for which confidential treatment has been requested have been omitted
  from the exhibit.  The omitted information has been filed separately with the
  Commission as part of the confidential treatment request.
  
  +        Filed as Exhibit 2.1 to Amendment No. 2 of the Registrant's Current
  Report on Form 8-K filed on July 16, 1997 and incorporated herein by reference.
   
                                       -10-
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text: SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C. 20549
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
                      Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
                         Date of Report:  October 10, 1997
  
                          WESTERN MICRO TECHNOLOGY, INC.
       ---------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
           Delaware                    0-11560                94-2414428
  ------------------------------  -------------------  -------------------------
                                    (Commission              (I.R.S. Employer
  (State or Other Jurisdiction       File Number          identification Number)
    of Incorporation)
  
         254 East Hacienda Avenue, Campbell, CA                   95008
       ---------------------------------------------          -------------
         (Address of principal executive offices)               (Zip Code)
  
                           (408) 379-0177
                    -------------------------------
                    (Registrant's telephone number,
                          including area code)
  Item 5.   Other Events.
            ------------ 
  
  (a)  On September 30, 1997, Western Micro Technology, Inc. (the "Registrant")
  executed an amendment, attached hereto as Exhibit 2.1, (the "Third Amendment"),
  with the stockholders of Star Management Services, Inc., a Delaware corporation
  ("Star Management"), modifying certain terms of the proposed acquisition by the
  Registrant of the outstanding capital stock of Star Management (the "Star
  Acquisition") as set forth in the Stock Purchase Agreement by and among the
  Registrant, Star Management, Harvey E. Najim and Carlton Joseph Mertens II
  (together, the "Selling Stockholders") dated as of June 4, 1997, attached hereto
  as Exhibit 2.2 and incorporated herein by reference (the "Stock Purchase
  Agreement") and as amended by the Letter Agreement dated July 22, 1997, the
  Amendment to Stock Purchase Agreement dated August 29, 1997 and the Second
  Amendment to Stock Purchase Agreement dated September 5, 1997 (filed as Exhibits
  2.1 and 2.2, respectively, to the Registrant's Current Report on Form 8-K filed
  on September 15, 1997) (said Stock Purchase Agreement as amended the "Amended
  Purchase Agreement"). The Third Amendment was signed concurrently with the
  closing of the Star Acquisition and superseded in their entirety the Letter
  Agreement, Amendment to Stock Purchase Agreement, and Second Amendment to Stock
  Purchase Agreement.
  
       On October 1, 1997,  the Registrant issued the press release attached
  hereto as Exhibit 99.1.  The press release related to the Company's announcement
  that it had closed the Star Acquisition.
  
  (b)  Concurrently with the closing of the Star Acquisition, the Registrant
  signed a Note Purchase Agreement, attached hereto as Exhibit 4.1 (the "Note
  Purchase Agreement") among: (i) the Registrant, as issuer; (ii) WMT Acquisition
  Corp., a Delaware corporation, Savoir Technology Group, Inc., a Delaware
  corporation, Star Management, Inet Systems, Inc., a Texas corporation, Star Data
  International, a company organized under the laws of the Virgin Islands, Sirius
  Investments, Inc., a Nevada corporation and Star Data Systems, a Texas
  corporation, as guarantors (together, the "Guarantors"); (iii) Robert Fleming
  Inc., a Delaware corporation and Canpartners Investments IV, LLC, a California
  limited liability company, as purchasers (together, the "Purchasers"); and (iv)
  Canpartners Investments IV, LLC, as agent for the Purchasers (the "Agent").
  Pursuant to the Note Purchase Agreement, the Registrant sold Fifteen Million
  Seven Hundred Thousand Dollars ($15,700,000) worth of secured notes (the
  "Notes") to the Purchasers, granted to the Purchasers warrants to purchase Four
  Hundred Thousand (400,000) shares of the Registrant's common stock, and granted
  to the Purchasers Ten (10) shares of newly authorized and issued Series B
  Preferred Stock with the right to elect a member of the Board of Directors in
  the event of a default by the Registrant on the Notes.
  
       Concurrently with the Note Purchase Agreement, the Registrant also
  executed: (i) the Registration and Put Rights Agreement among the Registrant and
  the Purchasers attached hereto as Exhibit 4.2; (ii) the Guarantor Security and
  Pledge Agreement among the Registrant, the Guarantors and the Agent attached
  hereto as Exhibit 10.1; (iii) the SMS Subordination and Intercreditor Agreement
  among the Registrant, the Selling Stockholders, the Guarantors and the
  Purchasers attached hereto as Exhibit 10.2; (iv) the Issuer Security
  
                                        -2-
  and Pledge Agreement between the Registrant and the Agent attached hereto as
  Exhibit 10.3; (v) the Warrant Agreement of Western Micro Technology, Inc.
  between the Registrant and the Purchasers attached hereto as Exhibit 4.3; (vi)
  the Contribution Agreement among the Registrant and the Guarantors attached
  hereto as Exhibit 10.4 ; (vii) the Purchase Agreement Assignment between the
  Registrant and the Agent attached hereto as Exhibit 10.5; (viii) the Common
  Stock Purchase Warrant in favor of Robert Fleming Inc. attached hereto as
  Exhibit 4.4; (ix) the Common Stock Purchase Warrant in favor of CanPartners
  Investments IV, LLC attached hereto as Exhibit 4.5; (x) the 13.5% Second
  Priority Senior Secured Notes Due September 30, 2000 in favor of Robert Fleming
  Inc. attached hereto as Exhibit 4.6; (xi) the 13.5% Second Priority Senior
  Secured Notes Due September 30, 2000 in favor of CanPartners Investments IV, LLC
  attached hereto as Exhibit 4.7; and (xii) the Certificate of Designation,
  Preferences and Rights of Series B Preferred Stock of Western Micro Technology,
  Inc. attached hereto as Exhibit 3.1.
  
  (c)  Concurrently with the closing of the Star Acquisition the Registrant
  executed the Amendment #4 to the Inventory and Working Capital Financing
  Agreement between the Registrant and IBM Credit Corporation, a Delaware
  corporation ("ICC"), attached hereto as Exhibit 10.6 (the "Amendment #4 to
  Western IWCF"), to that certain Inventory and Working Capital Financing
  Agreement, as amended on December 31, 1996 (the "Western IWCF") among the
  Registrant and ICC (filed as Exhibit 10.23 to the Registrant's Annual Report on
  Form 10-K filed on March 31, 1997). Pursuant to the Amendment #4 to Western
  IWCF, the Registrant obtained an additional loan of Ten Million Dollars
  ($10,000,000) to consummate the Star Acquisition and granted to ICC a warrant to
  purchase One Hundred Thousand (100,000) shares of the Registrant's common stock.
  
       Concurrently with the Amendment #4 to Western IWCF, the Registrant also
  executed: (i) the Promissory Note in the amount of Ten Million Dollars
  ($10,000,000) in favor of ICC attached hereto as Exhibit 4.8; (ii) the Warrant
  Agreement of Western Micro Technology, Inc. between the Registrant and ICC
  attached hereto as Exhibit 4.9; (iii) the Assumption Agreement among the
  Registrant, Star Data Systems, Inc. and ICC attached hereto as Exhibit 10.7;
  (iv) the Collateralized Guaranty of Payment between the Registrant and ICC
  attached hereto as Exhibit 10.8; (v) the IBM Credit Corporation Subordination
  and Intercreditor Agreement among the Registrant, the Guarantors, the Purchasers
  and ICC attached hereto as Exhibit 10.9; (vi) the Registration and Put Rights
  Agreement between the Registrant and ICC attached hereto as Exhibit 4.10 and
  (vii) the Common Stock Purchase Warrant in favor of ICC attached hereto as
  Exhibit 4.11.
  
  (d)  Also pursuant to the Star Acquisition, Carlton Joseph Mertens II was
  elected to the Registrant's board of directors. In his capacity as a Selling
  Stockholder of Star Management, Mr. Mertens was a party to the contracts set
  forth in Exhibits 2.1, 2.2, 10.2 and 10.5 hereof.
  
  (e)  In a separate transaction, on September 19, 1997, the Registrant
  consummated the issuance of 1,125,250 Units (the "Units") (each Unit consisting
  of two (2) shares of the Registrant's Series A Preferred Stock, par value $0.01
  per share, for an aggregate of Two Million Two Hundred Fifty Thousand Five
  Hundred (2,250,500) shares, at a purchase price 
  
                                        -3-
  of $9.5625 per share, and one (1) Common Stock Purchase Warrant, par value $0.01
  per share, for an aggregate of One Million One Hundred Twenty Five Thousand Two
  Hundred Fifty (1,125,250) shares, at a purchase price of $.125 per Warrant and
  exercisable at a price of $9.6875 per share), at a purchase price of Nineteen
  Dollars and Twenty Five Cents ($19.25) per Unit (the "Units"), offered pursuant
  to the terms and conditions of: (i) the form of Units Purchase Agreement dated
  as of September 19, 1997 between the Registrant and the purchasers of the Units
  (the "Unit Purchasers") attached hereto as Exhibit 4.12; (ii) the form of
  Registration Rights Agreement dated as of September 19, 1997 among the
  Registrant, the Purchasers and Fahnestock & Co. Inc. as placement agent attached
  hereto as Exhibit 4.13; (iii) the Form of Common Stock Purchase Warrant in favor
  of the Unit Purchasers attached hereto as Exhibit 4.14 and (iv) the Certificate
  of Designation, Preferences and Rights of Series A Preferred Stock of Western
  Micro Technology, Inc, attached hereto as Exhibit 3.2.
  
  Item 7.   Financial Statements and Exhibits.
            --------------------------------- 
  
            (a)   Exhibits.
  
                 2.1* Third Amendment to Stock Purchase Agreement by and among the
                      Registrant, Star Management, Harvey Najim and Carlton Joseph
                      Mertens II dated September 30, 1997.  Supplementary
                      Disclosure Schedules A & B, attached to the Executed Third
                      Amendment as Exhibits A & B, have been omitted and will be
                      furnished to the Commission upon request.  Schedules to
                      Exhibit C of this Third Amendment omitted from this report
                      will be furnished to the Securities and Exchange Commission
                      upon request.
  
                 2.2+ Stock Purchase Agreement by and among the Registrant, Star
                      Management and the Selling Stockholders dated as of June 4,
                      1997
  
                 3.1  Certificate of Designation, Preferences and Rights of Series
                      B Preferred Stock of Western Micro Technology, Inc.
  
                 3.2  Certificate of Designation, Preferences and Rights of Series
                      A Preferred Stock of Western Micro Technology, Inc.
  
                 4.1  Note Purchase Agreement among the Registrant, the Guarantors
                      and the Purchasers dated September 30, 1997.  Schedules to
                      this agreement omitted from this report will be furnished to
                      the Securities and Exchange Commission upon request.
  
                 4.2  Registration and Put Rights Agreement among the Registrant
                      and the Purchasers dated September 30, 1997.
  
                                        -4-
  4.3  Warrant Agreement of Western Micro Technology, Inc. between
                      the Registrant and the Purchasers dated September 30, 1997.
  
                 4.4  Common Stock Purchase Warrant in favor of Robert Fleming
                      Inc.
  
                 4.5  Common Stock Purchase Warrant in favor of CanPartners
                      Investments IV, LLC.
  
                 4.6  13.5% Second Priority Senior Secured Notes Due September 30,
                      2000 in favor of Robert Fleming Inc.
  
                 4.7  13.5% Second Priority Senior Secured Notes Due September 30,
                      2000 in favor of CanPartners Investments IV, LLC.
  
                 4.8  Promissory Note of Registrant in the amount of Ten Million
                      Dollars ($10,000,000) in favor of ICC dated September 30,
                      1997.
  
                 4.9  Warrant Agreement of Western Micro Technology, Inc. between
                      the Registrant and ICC dated September 30, 1997.
  
                 4.10 Registration and Put Rights Agreement between the Registrant
                      and ICC.
  
                 4.11 Common Stock Purchase Warrant in favor of ICC.
  
                 4.12 Form of Units Purchase Agreement dated as of September 19,
                      1997 between the Registrant and the Unit Purchasers.
  
                 4.13 Form of Registration Rights Agreement dated as of September
                      19, 1997 among the Registrant, the Purchasers and Fahnestock
                      & Co. Inc. as placement agent.
  
                 4.14 Form of Common Stock Purchase Warrant in favor of the Unit
                      Purchasers.
  
                 10.1 Guarantor Security and Pledge Agreement among the
                      Registrant, the Guarantors and the Agent dated September 30,
                      1997.
  
                 10.2 SMS Subordination and Intercreditor Agreement among the
                      Registrant, the Selling Stockholders, the Guarantors and the
                      Purchasers dated September 30, 1997.
  
                                        -5-
  10.3 Issuer Security and Pledge Agreement between the Registrant
                      and the Agent dated September 30, 1997.
  
                 10.4 Contribution Agreement among the Registrant and the
                      Guarantors dated September 30, 1997.
  
                 10.5 Purchase Agreement Assignment between the Registrant and the
                      Agent dated September 30, 1997.
  
                 10.6 Amendment #4 to the Inventory and Working Capital Financing
                      Agreement dated September 30, 1997.
  
                 10.7 Assumption Agreement among the Registrant, Star Data
                      Systems, Inc. and ICC dated September 30, 1997.
  
                 10.8 Collateralized Guaranty of Payment between the Registrant
                      and ICC dated September 30, 1997.
  
                 10.9 IBM Credit Corporation Subordination and Intercreditor
                      Agreement among the Registrant, the Guarantors, the
                      Purchasers and ICC dated September 30, 1997.
  
                 99.1 Press Release dated October 1, 1997.
  
  ____________________
  
  *    Confidential Treatment requested pursuant to a request for confidential
  treatment filed with the Commission on October 10, 1997.  The portions of the
  exhibit for which confidential treatment has been requested have been omitted
  from the exhibit.  The omitted information has been filed separately with the
  Commission as part of the confidential treatment request.
  
  +    Filed as Exhibit 2.1 to Amendment No. 2 of the Registrant's Current Report
  on Form 8-K filed on July 16, 1997 and incorporated herein by reference.
       
                                   -6-
  SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
       Dated: October 10, 1997
  
                                     WESTERN MICRO TECHNOLOGY, INC.
  
                                     By        /s/ James W. Dorst
                                        -------------------------------
                                               James W. Dorst
                                          Chief Financial Officer
  
                                        -7-
  EXHIBIT INDEX
                                   -------------
  
  Exhibit No.                       Description
  -----------                       -----------
  
  2.1*     Third Amendment to Stock Purchase Agreement by and among the
           Registrant, Star Management, Harvey Najim and Carlton Joseph Mertens II
           dated September 30, 1997.  Supplementary Disclosure Schedules A & B,
           attached to the Executed Third Amendment as Exhibits A & B, have been
           omitted and will be furnished to the Commission upon request.
           Schedules to Exhibit C of this Third Amendment omitted from this report
           will be furnished to the Securities and Exchange Commission upon
           request.
  
  2.2+     Stock Purchase Agreement by and among the Registrant, Star Management,
           Harvey E. Najim and the Selling Stockholders dated as of June 4, 1997
  
  3.1      Certificate of Designation, Preferences and Rights of Series B
           Preferred Stock of Western Micro Technology, Inc.
  
  3.2      Certificate of Designation, Preferences and Rights of Series A
           Preferred Stock of Western Micro Technology, Inc.
  
  4.1      Note Purchase Agreement among the Registrant, the Guarantors and the
           Purchasers dated September 30, 1997.  Schedules to this agreement
           omitted from this report will be furnished to the Securities and
           Exchange Commission upon request.
  
  4.2      Registration and Put Rights Agreement among the Registrant and the
           Purchasers dated September 30, 1997.
  
  4.3      Warrant Agreement of Western Micro Technology, Inc. between the
           Registrant and the Purchasers dated September 30, 1997.
  
  4.4      Common Stock Purchase Warrant in favor of Robert Fleming Inc.
  
  4.5      Common Stock Purchase Warrant in favor of CanPartners Investments IV,
           LLC.
  
  4.6      13.5% Second Priority Senior Secured Notes Due September 30, 2000 in
           favor of Robert Fleming Inc.
  
  4.7      13.5% Second Priority Senior Secured Notes Due September 30, 2000 in
           favor of CanPartners Investments IV, LLC.
  
  4.8      Promissory Note of Registrant in the amount of Ten Million Dollars
           ($10,000,000) in favor of ICC dated September 30, 1997.
  
                                        -8-
  4.9      Warrant Agreement of Western Micro Technology, Inc. between the
           Registrant and ICC dated September 30, 1997.
  
  4.10     Registration and Put Rights Agreement between the Registrant and ICC.
  
  4.11     Common Stock Purchase Warrant in favor of ICC.
  
  4.12     Form of Units Purchase Agreement dated as of September 19, 1997 between
           the Registrant and the Unit Purchasers.
  
  4.13     Form of Registration Rights Agreement dated as of September 19, 1997
           among the Registrant, the Purchasers and Fahnestock & Co. Inc. as
           placement agent.
  
  4.14     Form of Common Stock Purchase Warrant in favor of the Unit Purchasers.
  
  10.1     Guarantor Security and Pledge Agreement among the Registrant, the
           Guarantors and the Agent dated September 30, 1997.
  
  10.2     SMS Subordination and Intercreditor Agreement among the Registrant, the
           Selling Stockholders, the Guarantors and the Purchasers dated September
           30, 1997.
  
  10.3     Issuer Security and Pledge Agreement between the Registrant and the
           Agent dated September 30, 1997.
  
  10.4     Contribution Agreement among the Registrant and the Guarantors dated
           September 30, 1997.
  
  10.5     Purchase Agreement Assignment between the Registrant and the Agent
           dated September 30, 1997.
  
  10.6     Amendment #4 to the Inventory and Working Capital Financing Agreement
           dated September 30, 1997.
  
  10.7     Assumption Agreement among the Registrant, Star Data Systems, Inc. and
           ICC dated September 30, 1997.
  
  10.8     Collateralized Guaranty of Payment between the Registrant and ICC dated
           September 30, 1997.
  
  10.9     IBM Credit Corporation Subordination and Intercreditor Agreement among
           the Registrant, the Guarantors, the Purchasers and ICC dated September
           30, 1997.
  
  99.1     Press Release dated October 1, 1997.
  
                                        -9-
  ____________________
  
  *        Confidential Treatment requested pursuant to a request for confidential
  treatment filed with the Commission on October 10, 1997.  The portions of the
  exhibit for which confidential treatment has been requested have been omitted
  from the exhibit.  The omitted information has been filed separately with the
  Commission as part of the confidential treatment request.
  
  +        Filed as Exhibit 2.1 to Amendment No. 2 of the Registrant's Current
  Report on Form 8-K filed on July 16, 1997 and incorporated herein by reference.
   
                                       -10-