<PAGE>
 
              As filed with the Securities and Exchange Commission
                               on April 23, 1998

                                              Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              PC CONNECTION, INC.
             (Exact name of registrant as specified in its charter)

                  Delaware                                  02-0497006
        (State or other jurisdiction of                  (I.R.S. Employer
        incorporation or organization)                Identification Number)

      528 Route 13, Milford, New Hampshire                    03055
    (Address of Principal Executive Offices)                (Zip Code)

                           1997 Stock Incentive Plan
                           (Full title of the plan)

                                Patricia Gallup
                           Chairman of the Board and
                            Chief Executive Officer
                              PC Connection, Inc.
                                 528 Route 13
                         Milford, New Hampshire 03055
                    (Name and address of agent for service)

                                (603) 423-2000
         (Telephone number, including area code, of agent for service)

================================================================================

                        CALCULATION OF REGISTRATION FEE

================================================================================
<TABLE>
<CAPTION>                                                                Proposed
                                               Proposed maximum          maximum            Amount of
 Title of securities     Amount to be         offering price per     aggregate offering    registration 
 to be registered         registered               share                   price               fee
---------------------------------------------------------------------------------------------------------
<S>                      <C>                  <C>                    <C>                   <C>
Common Stock,              
$0.01 par value            800,000               $20.38(1)             $16,304,000(1)        $4,810 
=========================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the high and low prices of the Common Stock on
     Nasdaq National Market on April 20, 1998 in accordance with Rules 457(c)
     and 457(h) of the Securities Act of 1933.

<PAGE>
 
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The information required by Part I is included in documents sent or
given to participants in the Registrant's 1997 Stock Incentive Plan pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference
          ---------------------------------------

          The following documents, which are filed with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:

          (1) The Registrant's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b)
     under the Securities Act that contains audited financial statements for the
     Registrant's latest fiscal year for which such statements have been filed.

          (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the annual report
     or the prospectus referred to in (1) above.

          (3) The description of the common stock of the Registrant, $0.01 par
     value per share (the "Common Stock"), contained in the Registration
     Statement on Form 8-A filed under the Exchange Act, including any amendment
     or report filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.  Any statement
contained 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 also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

                                       2
<PAGE>
 
Item 4.   Description of Securities
          -------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel
          --------------------------------------

          The legality of the Common Stock being offered hereby will be passed
upon for the Registrant by Hale and Dorr LLP, Boston, Massachusetts.

Item 6.   Indemnification of Directors and Officers
          -----------------------------------------

          Section 145 of the Delaware General Corporation Law, as amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite an adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

     Article SEVENTH of the Registrant's Amended and Restated Certificate of
Incorporation (the "Certificate") provides that, except to the extent that the
General Corporation Law of Delaware prohibits the elimination or limitation of
liability of 

                                       3
<PAGE>
 
directors for breaches of fiduciary duty, no director of the Registrant shall be
personally liable to the Registrant of its stockholders for monetary damages for
any breach of fiduciary duty as a director, notwithstanding any provision of law
imposing such liability.

     Article EIGHTH of the Certificate provides that the Registrant shall
indemnify each person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Registrant), by reason of his or her position (an
"Indemnitee"), or by reason of any action alleged to have been taken or omitted
in such capacity, against all expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her or on his or her
behalf in connection with such action, suit or proceeding and any appeal
therefrom, if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Registrant, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.

     Article EIGHTH of the Certificate provides that the Registrant shall
indemnify any Indemnitee who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Registrant to procure a judgment in its favor by reason of Indemnitee's
position or by reason of any action alleged to have been taken or omitted in
such capacity, against all expenses and, to the extent permitted by law amounts
paid in settlement actually and reasonably incurred by him or her on his or her
behalf in connection with such action, suit or proceeding, and any appeal
therefrom, if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Registrant.

     As permitted by Section 145, the Registrant has purchased a general
liability insurance policy which covers certain liabilities of directors and
officers of the Registrant arising out of claims based on acts or omissions in
their capacity as directors or officers and for which they are not indemnified
by the Registrant.

Item 7.   Exemption from Registration Claimed
          -----------------------------------

          Not applicable.

Item 8.   Exhibits
          --------

          The Exhibit Index immediately preceding the exhibits to this
Registration Statement is incorporated herein by reference.

                                       4
<PAGE>
 
Item 9.   Undertakings
          ------------

     1.   The 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;

              (ii)  To reflect in the prospectus any facts or events arising
          after the effective date of the 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 the 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 end 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 the effective
          registration statement; and

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

          provided, however, that paragraphs (i) and (ii) do not apply if the
          --------  -------
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed with or
          furnished to the Commission by the Registrant pursuant to Section 13
          or 15(d) of the Exchange Act that are incorporated by reference in the
          Registration Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities 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.

          (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.

          2.   The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the 

                                       5
<PAGE>
 
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

          3.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                       6
<PAGE>
 
                                  SIGNATURES

     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 Milford, New Hampshire, on the 23rd day of April,
1998.

 
                                   PC CONNECTION, INC.


                                   By /s/ Patricia Gallup
                                      ----------------------------
                                      Patricia Gallup
                                      Chairman of the Board and
                                      Chief Executive Officer



                               POWER OF ATTORNEY

     We, the undersigned officers and directors of PC Connection, Inc. hereby
severally constitute Patricia Gallup, Wayne L. Wilson and Paul P. Brountas, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
subsequent amendments to said Registration Statement, and generally to do all
such things in our names and behalf in our capacities as officers and directors
to enable PC Connection, Inc. to comply with all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.

                                       7
<PAGE>
 
<TABLE>
<CAPTION>
         Signature                                       Title                       Date       
         ---------                                       -----                       ----       
<S>                                           <C>                                 <C>           
                                                                                                
                                              Chairman of the Board and Chief     April 23, 1998
 /s/ Patricia Gallup                          Executive Officer                                 
----------------------------------            (principal executive officer)                     
Patricia Gallup                                                                                 
                                                                                                
 /s/ Mark Gavin                               Chief Financial Officer             April 23, 1998          
----------------------------------            (principal financial and                  
Mark Gavin                                    accounting officer) 
                                                                                                
                                                                                                
                                              Vice Chairman of the Board          April 23, 1998
 /s/ David Hall                                                                                 
----------------------------------                                                              
David Hall                                                                                      
                                                                                                
                                              Director                            April 23, 1998
 /s/ David Beffa-Negrini                                                                        
----------------------------------                                                              
David Beffa-Negrini                                                                             
                                                                                                
                                              Director                            April 23, 1998
 /s/ Martin C. Murrer                                                                           
----------------------------------                                                              
Martin C. Murrer                                                                                
                                                                                                
                                              Director                            April 23, 1998
 /s/ Peter J. Baxter
----------------------------------
Peter J. Baxter
</TABLE>

                                       8

<PAGE>
 
                                 Exhibit Index
                                 -------------


Exhibit
Number    Description
--------  -----------                       

4.1(1)    Amended and Restated Certificate of Incorporation of the Registrant

4.2(2)    By-Laws of the Registrant

5.1       Opinion of Hale and Dorr LLP

23.1      Consent of Hale and Dorr LLP (included in Exhibit 5.1)

23.2      Consent of Deloitte & Touche LLP

24        Power of Attorney (included in the signature page of this 
          Registration Statement)


-------------------
(1)  Incorporated herein by reference to Exhibit 3.2 to the Registrant's
     Registration Statement on Form S-1 (File No. 333-41171).

(2)  Incorporated herein by reference to Exhibit 3.4 to the Registrant's
     Registration Statement on Form S-1 (File No. 333-41171).

                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21778}]
{"company-data": {"conformed-name": "PC CONNECTION INC", "cik": "0001050377", "assigned-sic": "5961", "irs-number": "020372768", "state-of-incorporation": "NH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50847", "film-number": "98599795"}, "business-address": {"street1": "528 ROUTE 13", "city": "MILFORD", "state": "NH", "zip": "03055", "phone": "6034232000"}, "mail-address": {"street1": "528 ROUTE 13", "city": "MILFORD", "state": "NH", "zip": "03055"}}
As filed with the Securities and Exchange Commission
                               on April 23, 1998

                                              Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              PC CONNECTION, INC.
             (Exact name of registrant as specified in its charter)

                  Delaware                                  02-0497006
        (State or other jurisdiction of                  (I.R.S. Employer
        incorporation or organization)                Identification Number)

      528 Route 13, Milford, New Hampshire                    03055
    (Address of Principal Executive Offices)                (Zip Code)

                           1997 Stock Incentive Plan
                           (Full title of the plan)

                                Patricia Gallup
                           Chairman of the Board and
                            Chief Executive Officer
                              PC Connection, Inc.
                                 528 Route 13
                         Milford, New Hampshire 03055
                    (Name and address of agent for service)

                                (603) 423-2000
         (Telephone number, including area code, of agent for service)

================================================================================

                        CALCULATION OF REGISTRATION FEE

================================================================================
Proposed
                                               Proposed maximum          maximum            Amount of
 Title of securities     Amount to be         offering price per     aggregate offering    registration 
 to be registered         registered               share                   price               fee
---------------------------------------------------------------------------------------------------------
Common Stock,              
$0.01 par value            800,000               $20.38(1)             $16,304,000(1)        $4,810 
=========================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the high and low prices of the Common Stock on
     Nasdaq National Market on April 20, 1998 in accordance with Rules 457(c)
     and 457(h) of the Securities Act of 1933.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The information required by Part I is included in documents sent or
given to participants in the Registrant's 1997 Stock Incentive Plan pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference
          ---------------------------------------

          The following documents, which are filed with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:

          (1) The Registrant's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b)
     under the Securities Act that contains audited financial statements for the
     Registrant's latest fiscal year for which such statements have been filed.

          (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the annual report
     or the prospectus referred to in (1) above.

          (3) The description of the common stock of the Registrant, $0.01 par
     value per share (the "Common Stock"), contained in the Registration
     Statement on Form 8-A filed under the Exchange Act, including any amendment
     or report filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.  Any statement
contained 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 also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

                                       2
Item 4.   Description of Securities
          -------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel
          --------------------------------------

          The legality of the Common Stock being offered hereby will be passed
upon for the Registrant by Hale and Dorr LLP, Boston, Massachusetts.

Item 6.   Indemnification of Directors and Officers
          -----------------------------------------

          Section 145 of the Delaware General Corporation Law, as amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite an adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

     Article SEVENTH of the Registrant's Amended and Restated Certificate of
Incorporation (the "Certificate") provides that, except to the extent that the
General Corporation Law of Delaware prohibits the elimination or limitation of
liability of 

                                       3
directors for breaches of fiduciary duty, no director of the Registrant shall be
personally liable to the Registrant of its stockholders for monetary damages for
any breach of fiduciary duty as a director, notwithstanding any provision of law
imposing such liability.

     Article EIGHTH of the Certificate provides that the Registrant shall
indemnify each person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Registrant), by reason of his or her position (an
"Indemnitee"), or by reason of any action alleged to have been taken or omitted
in such capacity, against all expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her or on his or her
behalf in connection with such action, suit or proceeding and any appeal
therefrom, if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Registrant, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.

     Article EIGHTH of the Certificate provides that the Registrant shall
indemnify any Indemnitee who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Registrant to procure a judgment in its favor by reason of Indemnitee's
position or by reason of any action alleged to have been taken or omitted in
such capacity, against all expenses and, to the extent permitted by law amounts
paid in settlement actually and reasonably incurred by him or her on his or her
behalf in connection with such action, suit or proceeding, and any appeal
therefrom, if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Registrant.

     As permitted by Section 145, the Registrant has purchased a general
liability insurance policy which covers certain liabilities of directors and
officers of the Registrant arising out of claims based on acts or omissions in
their capacity as directors or officers and for which they are not indemnified
by the Registrant.

Item 7.   Exemption from Registration Claimed
          -----------------------------------

          Not applicable.

Item 8.   Exhibits
          --------

          The Exhibit Index immediately preceding the exhibits to this
Registration Statement is incorporated herein by reference.

                                       4
Item 9.   Undertakings
          ------------

     1.   The 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;

              (ii)  To reflect in the prospectus any facts or events arising
          after the effective date of the 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 the 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 end 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 the effective
          registration statement; and

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

          provided, however, that paragraphs (i) and (ii) do not apply if the
          --------  -------
          information required to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports filed with or
          furnished to the Commission by the Registrant pursuant to Section 13
          or 15(d) of the Exchange Act that are incorporated by reference in the
          Registration Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities 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.

          (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.

          2.   The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the 

                                       5
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

          3.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                       6
SIGNATURES

     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 Milford, New Hampshire, on the 23rd day of April,
1998.

 
                                   PC CONNECTION, INC.

                                   By /s/ Patricia Gallup
                                      ----------------------------
                                      Patricia Gallup
                                      Chairman of the Board and
                                      Chief Executive Officer

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of PC Connection, Inc. hereby
severally constitute Patricia Gallup, Wayne L. Wilson and Paul P. Brountas, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
subsequent amendments to said Registration Statement, and generally to do all
such things in our names and behalf in our capacities as officers and directors
to enable PC Connection, Inc. to comply with all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.

                                       7
Signature                                       Title                       Date       
         ---------                                       -----                       ----
Chairman of the Board and Chief     April 23, 1998
 /s/ Patricia Gallup                          Executive Officer                                 
----------------------------------            (principal executive officer)                     
Patricia Gallup                                                                                 
                                                                                                
 /s/ Mark Gavin                               Chief Financial Officer             April 23, 1998          
----------------------------------            (principal financial and                  
Mark Gavin                                    accounting officer) 
                                                                                                
                                                                                                
                                              Vice Chairman of the Board          April 23, 1998
 /s/ David Hall                                                                                 
----------------------------------                                                              
David Hall                                                                                      
                                                                                                
                                              Director                            April 23, 1998
 /s/ David Beffa-Negrini                                                                        
----------------------------------                                                              
David Beffa-Negrini                                                                             
                                                                                                
                                              Director                            April 23, 1998
 /s/ Martin C. Murrer                                                                           
----------------------------------                                                              
Martin C. Murrer                                                                                
                                                                                                
                                              Director                            April 23, 1998
 /s/ Peter J. Baxter
----------------------------------
Peter J. Baxter
8
Exhibit Index
                                 -------------

Exhibit
Number    Description
--------  -----------                       

4.1(1)    Amended and Restated Certificate of Incorporation of the Registrant

4.2(2)    By-Laws of the Registrant

5.1       Opinion of Hale and Dorr LLP

23.1      Consent of Hale and Dorr LLP (included in Exhibit 5.1)

23.2      Consent of Deloitte & Touche LLP

24        Power of Attorney (included in the signature page of this 
          Registration Statement)

-------------------
(1)  Incorporated herein by reference to Exhibit 3.2 to the Registrant's
     Registration Statement on Form S-1 (File No. 333-41171).

(2)  Incorporated herein by reference to Exhibit 3.4 to the Registrant's
     Registration Statement on Form S-1 (File No. 333-41171).

                                       9