<PAGE>

As filed with the Securities and Exchange Commission on September 6, 1996 
                                                   Registration No. 33-_______

                        SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 -------------

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

                                 -------------

                               VANSTAR CORPORATION
              (Exact name of registrant as specified in its charter)

          DELAWARE                                        94-2376431 
   (State or other jurisdiction                 (I.R.S. employer identification
 of incorporation or organization)                          number)

                                 -------------

              5964 WEST LAS POSITAS, PLEASANTON, CALIFORNIA  94588
                    (Address of principal executive offices)

                                 -------------

                                VANSTAR CORPORATION
                  STOCK OPTION AGREEMENT WITH RICHARD N. ANDERSON
                             (Full title of the plan)

                                 -------------

                           H. CHRISTOPHER COVINGTON
              Senior Vice President, General Counsel and Secretary
                             Vanstar Corporation
                            5964 West Las Positas
                        Pleasanton, California  94588
                               (510) 734-4000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 -------------

                                   Copy to:
                            Lawrence G. Graev, Esq.
                        O'Sullivan Graev & Karabell, LLP
                             30 Rockefeller Plaza
                           New York, New York 10112
                                (212) 408-2400

                      CALCULATION  OF REGISTRATION  FEE

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
<S>                        <C>             <C>                  <C>                 <C>               
Title of securities to     Amount to be     Proposed maximum     Proposed maximum       Amount of     
   be registered            registered     offering price per   aggregate offering  registration fee  
                                                 share                price                           
- ------------------------------------------------------------------------------------------------------
Common Stock; $.001        14,900 shares         $6.00               $89,400              $31 
par value
- ------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


                                    PART I

                         INFORMATION REQUIRED IN THE
                          SECTION 10(a) PROSPECTUS

    The document(s) containing the information specified in Part I will be 
sent or given to employees as specified by Rule 428(b)(1).  Such documents 
are not being filed with the Securities and Exchange Commission (the 
"Commission") either as part of this Registration Statement or as 
prospectuses or prospectus supplements pursuant to Rule 424.  Such documents 
and the documents incorporated by reference in this Registration Statement 
pursuant to Item 3 of Part II of this Form, 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 DOCUMENTS BY REFERENCE

             (a)  The following documents, which have been filed by Vanstar 
Corporation, a Delaware corporation (the "Registrant"), with the Commission, 
are incorporated herein by reference:

                  (i)   The Registrant's Annual Report on Form 10-K for the 
fiscal year ended April 30, 1996, filed with the Commission pursuant to the 
Securities Exchange Act of 1934, as amended (the "Exchange Act").

                 (ii)   All other reports filed pursuant to Section 13(a) or 
15(d) of the Exchange Act since April 30, 1996.

                (iii)   The description of the Common Stock contained in the 
Registrant's Registration Statement on Form 8-A, filed with the Commission 
pursuant to the Exchange Act, including any amendment or report filed for the 
purpose of updating such description.

             (b)  In addition, all documents filed by the Registrant with the 
Commission 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 securities offered hereby have been sold or which deregisters all 
securities 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.

ITEM 4.      DESCRIPTION OF SECURITIES

             Not applicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL

             Not applicable.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

             Pursuant to Section 102(b)(7) of the Delaware General 
Corporation Law (the "DGCL"), Article VI of the Company's Restated 
Certificate of Incorporation (the "Restated Certificate of Incorporation") 
eliminates the liability of the Company's directors to the Company or its 
stockholders, except for liabilities related to breach of duty of loyalty, 
actions not in good faith and certain other liabilities.

                                     II-1

<PAGE>

             Section 145 of DGCL provides for indemnification by the Company 
of its directors and officers.  In addition, Article IX, Section 1 of the 
Company's By-laws requires the Company to indemnify any current or former 
director, officer or employee to the fullest extent permitted by the DGCL.  
In addition, the Company has entered into indemnity agreements with its 
directors and certain officers which obligate the Company to indemnify such 
directors and officers to the fullest extent permitted by the DGCL.  The 
Company also maintains officers' and directors' liability insurance, which 
insures against liabilities that officers and directors of the Company may 
incur in such capacities.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED

             Not applicable.

ITEM 8.      EXHIBITS

EXHIBIT NO.   DESCRIPTION  
- -----------   -----------

   3.1        Restated Certificate of Incorporation of the Registrant (1)

   3.2        By-laws of the Registrant (1)

   4          Option to Purchase Common Stock dated July 3, 1991, issued by the 
              Registrant to Richard N. Anderson. 

   5          Opinion of O'Sullivan Graev & Karabell, LLP special counsel to the
              Corporation (including the consent of such special counsel) 
              regarding the legality of securities being offered

   23.1       Consent of O'Sullivan Graev & Karabell, LLP special counsel to the
              Corporation (included in its opinion filed as Exhibit 5 hereto) 

   23.2       Consent of Ernst & Young LLP, independent auditors

____________
(1)      Incorporated by reference to exhibits filed with the Registrant's 
         Registration Statement on Form S-1 (Reg. No. 33-80297) as declared 
         effective by the Commission on March 8, 1996.

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 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;

                                     II-2

<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 the registration statement;

         PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not 
         apply if the registration statement is on Form S-3, Form S-8 or Form 
         F-3, and the information required to be included in a post-effective 
         amendment by those paragraphs is contained in periodic reports filed 
         with or furnished to the Commission by the registrant pursuant to 
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934 
         that are incorporated by reference 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 of 1933, each 
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) 
of the Securities Exchange Act of 1934 (and, where applicable, each filing of 
an employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial BONA FIDE offering 
thereof.

             (c)    Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 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 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 Act and will be governed by the final 
adjudication of such issue.

                                     II-3

<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 Pleasanton, State of California, on 
this 6th day of September, 1996.

                                    VANSTAR CORPORATION



                                    By: /s/ William Y. Tauscher
                                        --------------------
                                        William Y. Tauscher
                                        Chairman of the Board, Chief Executive
                                         Officer and Director


                 Pursuant to the requirements of the Securities Act of 1933, 
this Registration Statement has been signed on the 6th day of September, 
1996, by the following persons in the capacities indicated.

<TABLE>
<CAPTION>
                 SIGNATURE                              TITLE 
                 ---------                              -----
<S>                                        <C>
                                           Chairman of the Board, Chief Executive Officer 
/s/ William Y. Tauscher                    and Director (Principal Executive Officer)     
- ----------------------------------------
           William Y. Tauscher             

                                           
                                           
/s/ Jeffrey S. Rubin                       Vice Chairman of the Board, Chief Financial      
- ----------------------------------------   Officer and Director (Principal Financial and    
            Jeffrey S. Rubin               Accounting Officer)                              
                                           

/s/ Jay S. Amato                           President, Chief Operating Officer and Director 
- ----------------------------------------   (Principal Executive Officer)                   
              Jay S. Amato                 

/s/ John W. Amerman
- ----------------------------------------   Director
           John W. Amerman

/s/ Richard H. Bard                        Director
- ----------------------------------------         
           Richard H. Bard

/s/ Stephen W. Fillo                       Director
- ----------------------------------------         
          Stephen W. Fillo

/s/ Stewart K.P. Gross                     Director
- ----------------------------------------         
         Stewart K.P. Gross
</TABLE>



                                     II-4

<PAGE>

<TABLE>
<CAPTION>
                 SIGNATURE                            TITLE 
                 ---------                            -----
<S>                                        <C>

/s/ William H. Janeway                     Director
- ----------------------------------------
         William H. Janeway

                                           Director
- ----------------------------------------
         John R. Oltman

/s/ John L. Vogelstein                     Director
- ----------------------------------------
         John L. Vogelstein

/s/ Josh S. Weston                         Director
- ----------------------------------------
         Josh S. Weston 
</TABLE>



                                     II-5
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 15322}]
{"company-data": {"conformed-name": "VANSTAR CORP", "cik": "0001004939", "assigned-sic": "7373", "irs-number": "942376431", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11557", "film-number": "96626986"}, "business-address": {"street1": "5964 WEST LAS POSITAS BOULEVARD", "street2": "MAIL STOP J1 1F", "city": "PLEASANTON", "state": "CA", "zip": "94588", "phone": "5107344000"}, "mail-address": {"street1": "5964 WEST LAS POSITAS BLVD", "street2": "MAIL STOP J1 1F", "city": "PLEASANTON", "state": "CA", "zip": "94588"}}
As filed with the Securities and Exchange Commission on September 6, 1996 
                                                   Registration No. 33-_______

                        SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 -------------

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

                                 -------------

                               VANSTAR CORPORATION
              (Exact name of registrant as specified in its charter)

          DELAWARE                                        94-2376431 
   (State or other jurisdiction                 (I.R.S. employer identification
 of incorporation or organization)                          number)

                                 -------------

              5964 WEST LAS POSITAS, PLEASANTON, CALIFORNIA  94588
                    (Address of principal executive offices)

                                 -------------

                                VANSTAR CORPORATION
                  STOCK OPTION AGREEMENT WITH RICHARD N. ANDERSON
                             (Full title of the plan)

                                 -------------

                           H. CHRISTOPHER COVINGTON
              Senior Vice President, General Counsel and Secretary
                             Vanstar Corporation
                            5964 West Las Positas
                        Pleasanton, California  94588
                               (510) 734-4000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 -------------

                                   Copy to:
                            Lawrence G. Graev, Esq.
                        O'Sullivan Graev & Karabell, LLP
                             30 Rockefeller Plaza
                           New York, New York 10112
                                (212) 408-2400

                      CALCULATION  OF REGISTRATION  FEE
- ------------------------------------------------------------------------------------------------------
Title of securities to     Amount to be     Proposed maximum     Proposed maximum       Amount of     
   be registered            registered     offering price per   aggregate offering  registration fee  
                                                 share                price                           
- ------------------------------------------------------------------------------------------------------
Common Stock; $.001        14,900 shares         $6.00               $89,400              $31 
par value
- ------------------------------------------------------------------------------------------------------
PART I

                         INFORMATION REQUIRED IN THE
                          SECTION 10(a) PROSPECTUS

    The document(s) containing the information specified in Part I will be 
sent or given to employees as specified by Rule 428(b)(1).  Such documents 
are not being filed with the Securities and Exchange Commission (the 
"Commission") either as part of this Registration Statement or as 
prospectuses or prospectus supplements pursuant to Rule 424.  Such documents 
and the documents incorporated by reference in this Registration Statement 
pursuant to Item 3 of Part II of this Form, 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 DOCUMENTS BY REFERENCE

             (a)  The following documents, which have been filed by Vanstar 
Corporation, a Delaware corporation (the "Registrant"), with the Commission, 
are incorporated herein by reference:

                  (i)   The Registrant's Annual Report on Form 10-K for the 
fiscal year ended April 30, 1996, filed with the Commission pursuant to the 
Securities Exchange Act of 1934, as amended (the "Exchange Act").

                 (ii)   All other reports filed pursuant to Section 13(a) or 
15(d) of the Exchange Act since April 30, 1996.

                (iii)   The description of the Common Stock contained in the 
Registrant's Registration Statement on Form 8-A, filed with the Commission 
pursuant to the Exchange Act, including any amendment or report filed for the 
purpose of updating such description.

             (b)  In addition, all documents filed by the Registrant with the 
Commission 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 securities offered hereby have been sold or which deregisters all 
securities 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.

ITEM 4.      DESCRIPTION OF SECURITIES

             Not applicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL

             Not applicable.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

             Pursuant to Section 102(b)(7) of the Delaware General 
Corporation Law (the "DGCL"), Article VI of the Company's Restated 
Certificate of Incorporation (the "Restated Certificate of Incorporation") 
eliminates the liability of the Company's directors to the Company or its 
stockholders, except for liabilities related to breach of duty of loyalty, 
actions not in good faith and certain other liabilities.

                                     II-1
Section 145 of DGCL provides for indemnification by the Company 
of its directors and officers.  In addition, Article IX, Section 1 of the 
Company's By-laws requires the Company to indemnify any current or former 
director, officer or employee to the fullest extent permitted by the DGCL.  
In addition, the Company has entered into indemnity agreements with its 
directors and certain officers which obligate the Company to indemnify such 
directors and officers to the fullest extent permitted by the DGCL.  The 
Company also maintains officers' and directors' liability insurance, which 
insures against liabilities that officers and directors of the Company may 
incur in such capacities.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED

             Not applicable.

ITEM 8.      EXHIBITS

EXHIBIT NO.   DESCRIPTION  
- -----------   -----------

   3.1        Restated Certificate of Incorporation of the Registrant (1)

   3.2        By-laws of the Registrant (1)

   4          Option to Purchase Common Stock dated July 3, 1991, issued by the 
              Registrant to Richard N. Anderson. 

   5          Opinion of O'Sullivan Graev & Karabell, LLP special counsel to the
              Corporation (including the consent of such special counsel) 
              regarding the legality of securities being offered

   23.1       Consent of O'Sullivan Graev & Karabell, LLP special counsel to the
              Corporation (included in its opinion filed as Exhibit 5 hereto) 

   23.2       Consent of Ernst & Young LLP, independent auditors

____________
(1)      Incorporated by reference to exhibits filed with the Registrant's 
         Registration Statement on Form S-1 (Reg. No. 33-80297) as declared 
         effective by the Commission on March 8, 1996.

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 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;

                                     II-2
(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 (a)(1)(i) and (a)(1)(ii) do not 
         apply if the registration statement is on Form S-3, Form S-8 or Form 
         F-3, and the information required to be included in a post-effective 
         amendment by those paragraphs is contained in periodic reports filed 
         with or furnished to the Commission by the registrant pursuant to 
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934 
         that are incorporated by reference 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 of 1933, each 
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) 
of the Securities Exchange Act of 1934 (and, where applicable, each filing of 
an employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial BONA FIDE offering 
thereof.

             (c)    Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 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 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 Act and will be governed by the final 
adjudication of such issue.

                                     II-3
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 Pleasanton, State of California, on 
this 6th day of September, 1996.

                                    VANSTAR CORPORATION

                                    By: /s/ William Y. Tauscher
                                        --------------------
                                        William Y. Tauscher
                                        Chairman of the Board, Chief Executive
                                         Officer and Director

                 Pursuant to the requirements of the Securities Act of 1933, 
this Registration Statement has been signed on the 6th day of September, 
1996, by the following persons in the capacities indicated.
SIGNATURE                              TITLE 
                 ---------                              -----
Chairman of the Board, Chief Executive Officer 
/s/ William Y. Tauscher                    and Director (Principal Executive Officer)     
- ----------------------------------------
           William Y. Tauscher             

                                           
                                           
/s/ Jeffrey S. Rubin                       Vice Chairman of the Board, Chief Financial      
- ----------------------------------------   Officer and Director (Principal Financial and    
            Jeffrey S. Rubin               Accounting Officer)                              
                                           

/s/ Jay S. Amato                           President, Chief Operating Officer and Director 
- ----------------------------------------   (Principal Executive Officer)                   
              Jay S. Amato                 

/s/ John W. Amerman
- ----------------------------------------   Director
           John W. Amerman

/s/ Richard H. Bard                        Director
- ----------------------------------------         
           Richard H. Bard

/s/ Stephen W. Fillo                       Director
- ----------------------------------------         
          Stephen W. Fillo

/s/ Stewart K.P. Gross                     Director
- ----------------------------------------         
         Stewart K.P. Gross
II-4
SIGNATURE                            TITLE 
                 ---------                            -----
/s/ William H. Janeway                     Director
- ----------------------------------------
         William H. Janeway

                                           Director
- ----------------------------------------
         John R. Oltman

/s/ John L. Vogelstein                     Director
- ----------------------------------------
         John L. Vogelstein

/s/ Josh S. Weston                         Director
- ----------------------------------------
         Josh S. Weston
II-5