<PAGE>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 2001

                                               REGISTRATION NO. 333 - __________
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                 PENTACON, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               Delaware                                         76-0531585
    (STATE OR OTHER JURISDICTION OF                          (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

     10375 Richmond Avenue, Suite 700                              77042
             Houston, Texas                                      (ZIP CODE)
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 Pentacon, Inc.
                                 1998 Stock Plan
                            (FULL TITLE OF THE PLAN)

                                 Bruce M. Taten
                       Senior Vice President and Secretary
                        10375 Richmond Avenue, Suite 700
                              Houston, Texas 77042
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (713) 860-1000
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                                 Laura McBurnett
                            Locke Liddell & Sapp LLP
                          600 Travis Street, Suite 3400
                              Houston, Texas 77002

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                     PROPOSED
                                 AMOUNT               MAXIMUM             PROPOSED MAXIMUM
TITLE OF SECURITIES               TO BE           OFFERING PRICE             AGGREGATE            AMOUNT OF
TO BE REGISTERED              REGISTERED(1)        PER SHARE(2)          OFFERING PRICE(2)     REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
<S>                          <C>                       <C>                   <C>                     <C>
Common Stock $.01 Par        850,000 Shares            $0.87                 $739,500                $185
Value Per Share
================================================================================================================
</TABLE>

(1)      The Company has filed a previous Registration Statement registering
         1,700,000 shares of the Company's common stock, $.01 par value per
         share ("Common Stock"), offered under the Company's 1998 Stock Plan.
         This Registration Statement is being filed to register 850,000
         additional shares of Common Stock that may be issued under the 1998
         Stock Plan, as amended and restated, and includes an indeterminate
         number of shares that may be issuable by reason of stock splits, stock
         dividends or similar transactions.

(2)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457(c) and (h) under the Securities
         Act, based upon the average of the high and low prices of the
         Registrant's Common Stock on the New York Stock Exchange on May 9,
         2001, which average was 0.87.

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

<PAGE>

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference hereto pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM     3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         Pentacon, Inc. (the "Company") incorporates herein by reference the
following documents as of their respective dates as filed with the Securities
and Exchange Commission (the "Commission"):

         (a)      The Company's Annual Report on Form 10-K for the year ended
December 31, 2000, which contains audited financial statements for the most
recent year for which such statements have been filed.

         (b)      All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act, since the end of the fiscal year covered by
the Annual Report referred to in (a) above.

         (c)      The description of the Company's common stock, par value $0.01
per share (the "Common Stock"), contained in the Company's Registration
Statement on Form 8-A (No. 1-13931) filed with the Commission on March 5, 1998
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of the Registration Statement and the prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is, or is deemed to be, incorporated by reference herein or in any
subsequently filed document which also is, or is 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 the Registration Statement or the prospectus.


                                      II-1
<PAGE>

ITEM     4. DESCRIPTION OF SECURITIES.

         The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM     5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The information required by Item 5 is not applicable to this
Registration Statement.

ITEM     6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to 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.

         Subsection (b) of Section 145 empowers a corporation to 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 such
person acted in any of the capacities set forth above, 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 may be made in
respect of any claim, issue or matter as to which such person shall have been
made to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the 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.

         Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee


                                      II-2
<PAGE>


or agent and shall inure to the benefit of such person's heirs, executors and
administrators; and empowers the corporation to purchase and maintain insurance
on behalf of a director or officer of the corporation against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145.

         Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the liability
of a director (i) for any 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) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.

         Section 7(d) of the Company's Second Amended and Restated Certificate
of Incorporation states that:

         A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any 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) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
DGCL is amended to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the DGCL, as so amended. Any repeal or modification of this Section by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification.

         The Company has entered into indemnification agreements with each of
its executive officers and directors.

         In November 1997, Cary Grossman became an officer of Alatec Products,
Inc. ("Alatec") in order to assist in, facilitate and expedite the audit process
in connection with the Company's initial public offering. Alatec agreed to
indemnify Mr. Grossman against various claims, damages, costs and expenses that
might be incurred by him as an officer of Alatec, including his execution of
representation letters to Alatec's accountants.

         These limitations on liability would apply to violations of the federal
securities laws. However, the registrant has been advised that in the opinion of
the SEC, indemnification for liabilities under the Securities Act of 1933 is
against public policy and therefore unenforceable.


                                      II-3
<PAGE>

ITEM     7. EXEMPTION FROM REGISTRATION CLAIMED.

         The information required by Item 7 is not applicable to this
Registration Statement.

ITEM     8. EXHIBITS.

<TABLE>
<CAPTION>
                 EXHIBIT
                 NUMBER                   DESCRIPTION
                 -------                  -----------
                 <S>       <C>
                  4.1*     Second Amended and Restated Certificate of
                           Incorporation (incorporated by reference to Exhibit
                           3.1 of Amendment No. 5 to the Company's Form S-1 (No.
                           333-41383)).

                  4.2*     Bylaws (incorporated by reference to Exhibit 3.2 of
                           Amendment No. 5 to the Company's Form S-1 (No.
                           333-41383)).

                  5.1      Opinion of Locke Liddell & Sapp LLP.

                  23.1     Consent of Ernst & Young LLP.

                  23.3     Consent of Locke Liddell & Sapp LLP (included in the
                           opinion filed as Exhibit 5.1 to this Registration
                           Statement).

                  24.1     Powers of Attorney (set forth on the signature page
                           contained in Part II of this Registration Statement).

                  99.1     Pentacon, Inc. 1998 Stock Plan, as amended and
                           restated
</TABLE>

            ---------------
            * Incorporated by reference to the indicated filing.

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;


                                      II-4
<PAGE>

                           (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 this Registration Statement;

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(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 Section 15(d) of the
                  Securities Exchange Act of 1934 that are incorporated by
                  reference in the Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, 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.

         (b)      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 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
                  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 Securities and Exchange
                  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.


                                      II-5
<PAGE>

                                   SIGNATURES

                                 THE REGISTRANT

         Pursuant to the requirements of the Securities Act of 1933, Pentacon,
Inc. 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 Houston, State of Texas on May 7, 2001.


                                  By:  /s/ Robert L. Ruck
                                       ------------------------------------
                                       Robert L. Ruck
                                       Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of PENTACON, INC. hereby constitutes and appoints Robert L. Ruck
and Bruce M. Taten, or either of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute and file this Registration Statement under
the Securities Act of 1933, as amended, and any or all amendments (including,
without limitation, post-effective amendments), with all exhibits and any and
all documents required to be filed with respect thereto, with the Securities and
Exchange Commission or any regulatory authority, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same, as fully to all intents
and purposes as he himself might or could do, if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their substitute or substitutes, may lawfully do or cause to be done.

         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 DATES INDICATED.

<TABLE>
<CAPTION>
                  Name                                  Capacity                          Date
                  ----                                  --------                          ----
<S>                                            <C>                                    <C>
/s/ Robert L. Ruck                             Chief Executive Officer &              May 7, 2001
------------------------------------------     Director
Robert L. Ruck

/s/ Robert M. Chiste                           Director                               May 7, 2001
------------------------------------------
Robert M. Chiste

</TABLE>


                                      II-6
<PAGE>


<TABLE>
<S>                                            <C>                                    <C>
/s/ John C. Dannemiller                        Director                               May 7, 2001
------------------------------------------
John C. Dannemiller

/s/ Jack L. Fatica                             Director                               May 7, 2001
------------------------------------------
Jack L. Fatica

/s/ Cary M. Grossman                           Chairman of the Board                  May 7, 2001
------------------------------------------
Cary M. Grossman

/s/ James C. Jackson                           Vice President and Controller          May 7, 2001
------------------------------------------     (Principal Financial and Accounting
James C. Jackson                               Officer)

/s/ Donald B. List                             Director                               May 7, 2001
------------------------------------------
Donald B. List

/s/ Mary E. Mcclure                            Director                               May 7, 2001
------------------------------------------
Mary E. McClure

/s/ Benjamin E. Spence, Jr.                    Director                               May 7, 2001
------------------------------------------
Benjamin E. Spence, Jr.

/s/ Nishan Teshoian                            Director                               May 7, 2001
------------------------------------------
Nishan Teshoian

/s/ Clayton K. Trier                           Director                               May 7, 2001
------------------------------------------
Clayton K. Trier

</TABLE>


                                      II-7
<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                 EXHIBIT
                 NUMBER                    DESCRIPTION
                 -------                   -----------
                  <S>      <C>
                  4.1*     Second Amended and Restated Certificate of
                           Incorporation (incorporated by reference to Exhibit
                           3.1 of Amendment No. 5 to the Company's Form S-1 (No.
                           333-41383)).

                  4.2*     Bylaws (incorporated by reference to Exhibit 3.2 of
                           Amendment No. 5 to the Company's Form S-1 (No.
                           333-41383)).

                  5.1      Opinion of Locke Liddell & Sapp LLP.

                  23.1     Consent of Ernst & Young LLP.

                  23.3     Consent of Locke Liddell & Sapp LLP (included in the
                           opinion filed as Exhibit 5.1 to this Registration
                           Statement).

                  24.1     Powers of Attorney (set forth on the signature page
                           contained in Part II of this Registration Statement).

                  99.1     Pentacon, Inc. 1998 Stock Plan, as amended and
                           restated
</TABLE>

            ---------------
            * Incorporated by reference to the indicated filing.
[{"type": "S-8", "sequence": "1", "filename": "a2049068zs-8.txt", "description": "S-8", "secsgml_size_bytes": 26242}]
{"company-data": {"conformed-name": "PENTACON INC", "cik": "0001050504", "assigned-sic": "5072", "irs-number": "760531585", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60902", "film-number": "1634247"}, "business-address": {"street1": "10375 RICHMOND AVENUE", "street2": "SUITE 700", "city": "HOUSTON", "state": "TX", "zip": "77042", "phone": "7138601000"}, "mail-address": {"street1": "10375 RICHMOND AVENUE", "street2": "SUITE 700", "city": "HOUSTON", "state": "TX", "zip": "77042"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 2001

                                               REGISTRATION NO. 333 - __________
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                 PENTACON, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               Delaware                                         76-0531585
    (STATE OR OTHER JURISDICTION OF                          (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

     10375 Richmond Avenue, Suite 700                              77042
             Houston, Texas                                      (ZIP CODE)
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 Pentacon, Inc.
                                 1998 Stock Plan
                            (FULL TITLE OF THE PLAN)

                                 Bruce M. Taten
                       Senior Vice President and Secretary
                        10375 Richmond Avenue, Suite 700
                              Houston, Texas 77042
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (713) 860-1000
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                                 Laura McBurnett
                            Locke Liddell & Sapp LLP
                          600 Travis Street, Suite 3400
                              Houston, Texas 77002
CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                     PROPOSED
                                 AMOUNT               MAXIMUM             PROPOSED MAXIMUM
TITLE OF SECURITIES               TO BE           OFFERING PRICE             AGGREGATE            AMOUNT OF
TO BE REGISTERED              REGISTERED(1)        PER SHARE(2)          OFFERING PRICE(2)     REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
Common Stock $.01 Par        850,000 Shares            $0.87                 $739,500                $185
Value Per Share
================================================================================================================
(1)      The Company has filed a previous Registration Statement registering
         1,700,000 shares of the Company's common stock, $.01 par value per
         share ("Common Stock"), offered under the Company's 1998 Stock Plan.
         This Registration Statement is being filed to register 850,000
         additional shares of Common Stock that may be issued under the 1998
         Stock Plan, as amended and restated, and includes an indeterminate
         number of shares that may be issuable by reason of stock splits, stock
         dividends or similar transactions.

(2)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457(c) and (h) under the Securities
         Act, based upon the average of the high and low prices of the
         Registrant's Common Stock on the New York Stock Exchange on May 9,
         2001, which average was 0.87.

================================================================================
PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference hereto pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM     3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         Pentacon, Inc. (the "Company") incorporates herein by reference the
following documents as of their respective dates as filed with the Securities
and Exchange Commission (the "Commission"):

         (a)      The Company's Annual Report on Form 10-K for the year ended
December 31, 2000, which contains audited financial statements for the most
recent year for which such statements have been filed.

         (b)      All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act, since the end of the fiscal year covered by
the Annual Report referred to in (a) above.

         (c)      The description of the Company's common stock, par value $0.01
per share (the "Common Stock"), contained in the Company's Registration
Statement on Form 8-A (No. 1-13931) filed with the Commission on March 5, 1998
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of the Registration Statement and the prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is, or is deemed to be, incorporated by reference herein or in any
subsequently filed document which also is, or is 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 the Registration Statement or the prospectus.

                                      II-1
ITEM     4. DESCRIPTION OF SECURITIES.

         The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM     5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The information required by Item 5 is not applicable to this
Registration Statement.

ITEM     6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to 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.

         Subsection (b) of Section 145 empowers a corporation to 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 such
person acted in any of the capacities set forth above, 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 may be made in
respect of any claim, issue or matter as to which such person shall have been
made to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the 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.

         Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee

                                      II-2
or agent and shall inure to the benefit of such person's heirs, executors and
administrators; and empowers the corporation to purchase and maintain insurance
on behalf of a director or officer of the corporation against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145.

         Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the liability
of a director (i) for any 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) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.

         Section 7(d) of the Company's Second Amended and Restated Certificate
of Incorporation states that:

         A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any 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) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
DGCL is amended to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the DGCL, as so amended. Any repeal or modification of this Section by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification.

         The Company has entered into indemnification agreements with each of
its executive officers and directors.

         In November 1997, Cary Grossman became an officer of Alatec Products,
Inc. ("Alatec") in order to assist in, facilitate and expedite the audit process
in connection with the Company's initial public offering. Alatec agreed to
indemnify Mr. Grossman against various claims, damages, costs and expenses that
might be incurred by him as an officer of Alatec, including his execution of
representation letters to Alatec's accountants.

         These limitations on liability would apply to violations of the federal
securities laws. However, the registrant has been advised that in the opinion of
the SEC, indemnification for liabilities under the Securities Act of 1933 is
against public policy and therefore unenforceable.

                                      II-3
ITEM     7. EXEMPTION FROM REGISTRATION CLAIMED.

         The information required by Item 7 is not applicable to this
Registration Statement.

ITEM     8. EXHIBITS.
EXHIBIT
                 NUMBER                   DESCRIPTION
                 -------                  -----------
4.1*     Second Amended and Restated Certificate of
                           Incorporation (incorporated by reference to Exhibit
                           3.1 of Amendment No. 5 to the Company's Form S-1 (No.
                           333-41383)).

                  4.2*     Bylaws (incorporated by reference to Exhibit 3.2 of
                           Amendment No. 5 to the Company's Form S-1 (No.
                           333-41383)).

                  5.1      Opinion of Locke Liddell & Sapp LLP.

                  23.1     Consent of Ernst & Young LLP.

                  23.3     Consent of Locke Liddell & Sapp LLP (included in the
                           opinion filed as Exhibit 5.1 to this Registration
                           Statement).

                  24.1     Powers of Attorney (set forth on the signature page
                           contained in Part II of this Registration Statement).

                  99.1     Pentacon, Inc. 1998 Stock Plan, as amended and
                           restated
---------------
            * Incorporated by reference to the indicated filing.

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;

                                      II-4
(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 this Registration Statement;

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(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 Section 15(d) of the
                  Securities Exchange Act of 1934 that are incorporated by
                  reference in the Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, 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.

         (b)      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 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
                  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 Securities and Exchange
                  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.

                                      II-5
SIGNATURES

                                 THE REGISTRANT

         Pursuant to the requirements of the Securities Act of 1933, Pentacon,
Inc. 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 Houston, State of Texas on May 7, 2001.

                                  By:  /s/ Robert L. Ruck
                                       ------------------------------------
                                       Robert L. Ruck
                                       Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of PENTACON, INC. hereby constitutes and appoints Robert L. Ruck
and Bruce M. Taten, or either of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute and file this Registration Statement under
the Securities Act of 1933, as amended, and any or all amendments (including,
without limitation, post-effective amendments), with all exhibits and any and
all documents required to be filed with respect thereto, with the Securities and
Exchange Commission or any regulatory authority, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same, as fully to all intents
and purposes as he himself might or could do, if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their substitute or substitutes, may lawfully do or cause to be done.

         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 DATES INDICATED.
Name                                  Capacity                          Date
                  ----                                  --------                          ----
/s/ Robert L. Ruck                             Chief Executive Officer &              May 7, 2001
------------------------------------------     Director
Robert L. Ruck

/s/ Robert M. Chiste                           Director                               May 7, 2001
------------------------------------------
Robert M. Chiste
II-6
/s/ John C. Dannemiller                        Director                               May 7, 2001
------------------------------------------
John C. Dannemiller

/s/ Jack L. Fatica                             Director                               May 7, 2001
------------------------------------------
Jack L. Fatica

/s/ Cary M. Grossman                           Chairman of the Board                  May 7, 2001
------------------------------------------
Cary M. Grossman

/s/ James C. Jackson                           Vice President and Controller          May 7, 2001
------------------------------------------     (Principal Financial and Accounting
James C. Jackson                               Officer)

/s/ Donald B. List                             Director                               May 7, 2001
------------------------------------------
Donald B. List

/s/ Mary E. Mcclure                            Director                               May 7, 2001
------------------------------------------
Mary E. McClure

/s/ Benjamin E. Spence, Jr.                    Director                               May 7, 2001
------------------------------------------
Benjamin E. Spence, Jr.

/s/ Nishan Teshoian                            Director                               May 7, 2001
------------------------------------------
Nishan Teshoian

/s/ Clayton K. Trier                           Director                               May 7, 2001
------------------------------------------
Clayton K. Trier
II-7
EXHIBIT INDEX
EXHIBIT
                 NUMBER                    DESCRIPTION
                 -------                   -----------
4.1*     Second Amended and Restated Certificate of
                           Incorporation (incorporated by reference to Exhibit
                           3.1 of Amendment No. 5 to the Company's Form S-1 (No.
                           333-41383)).

                  4.2*     Bylaws (incorporated by reference to Exhibit 3.2 of
                           Amendment No. 5 to the Company's Form S-1 (No.
                           333-41383)).

                  5.1      Opinion of Locke Liddell & Sapp LLP.

                  23.1     Consent of Ernst & Young LLP.

                  23.3     Consent of Locke Liddell & Sapp LLP (included in the
                           opinion filed as Exhibit 5.1 to this Registration
                           Statement).

                  24.1     Powers of Attorney (set forth on the signature page
                           contained in Part II of this Registration Statement).

                  99.1     Pentacon, Inc. 1998 Stock Plan, as amended and
                           restated
---------------
            * Incorporated by reference to the indicated filing.