As filed with the Securities and Exchange Commission on June 30, 1995
                                                Registration No. 33-__________
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                             ----------------------

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

                         INTELLIGENT ELECTRONICS, INC.
             (Exact Name of Registrant as Specified in its Charter)

         PENNSYLVANIA                                        23-2208404
 (State or Other Jurisdiction                             (I.R.S. Employer
     of Incorporation or                                Identification No.)
        Organization)

                            411 Eagleview Boulevard
                           Exton, Pennsylvania 19341
                                 (610) 458-5500
              (Address, including zip code, and telephone number,
       including area code, of Registrant's principal executive offices)

                         1995 LONG-TERM INCENTIVE PLAN
                                      and
                       1995 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                              Richard D. Sanford,
                           Chairman of the Board and
                            Chief Executive Officer
                         Intelligent Electronics, Inc.
                            411 Eagleview Boulevard
                           Exton, Pennsylvania 19341
                    (Name and Address of Agent For Service)

                                 (610) 458-5500
         (Telephone Number, Including Area Code, of Agent for Service)
<PAGE>
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================
                                                                                                    Proposed Maximum
 Title of Shares      Amount to be     Proposed Maximum Offering          Aggregate Offering          Amount of
to be Registered      Registered          Price Per Share(1)                   Price (1)            Registration Fee
- --------------------------------------------------------------------------------------------------------------------
<S>                   <C>                     <C>                            <C>                       <C>
Common Stock          5,500,000               $13.25                         $72,875,000               $25,129.31
($.01 par value)
====================================================================================================================
(1)  Estimated pursuant to Rule 457(c) solely for the purpose of calculating
     the registration fee.

</TABLE>

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the 1995 Long-Term Incentive Plan and the 1995
Employee Stock Purchase Plan, both of which are described herein.


PAGE
<PAGE>
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.          Incorporation of Documents by Reference.

                  The following documents which have been filed by Intelligent
Electronics, Inc. ("registrant" or the "Company") with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement:

                  (a) the Company's Annual Report on Form 10-K for the year
          ended January 28, 1995;

                  (b) the Company's Quarterly Reports on Form 10-Q for the
          quarter ended April 29, 1995;

                  (c) the Company's Current Reports on Form 8-K dated March 6,
          1995 and April 28, 1995; and

                  (d) the description of the Common Stock, par value $.01 per
          share (the "Common Stock"), of the Company contained in the Company's
          Registration Statement on Form 8-A, dated June 24, 1987, including
          any amendments or reports filed for the purpose of updating such
          description.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
after the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered pursuant to this Registration
Statement have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a 
part hereof from the date of filing of such documents.


Item 4.           Description of Securities.

                  The Common Stock, which is the class of securities offered
pursuant to this Registration Statement, is registered under the Exchange Act.


Item 5.           Interests of Named Experts and Counsel.

                  The validity of the Common Stock registered hereunder has 
been passed upon for the Company by Pepper, Hamilton & Scheetz, Philadelphia,
Pennsylvania.  Barry M. Abelson, a director and a member of the Executive
Committee of the Board of Directors of the Company, is a partner of Pepper,
Hamilton & Scheetz. Mr. Abelson owns 42,900 shares of the Company Common Stock
and options to purchase an additional 40,000 shares.


Item 6.           Indemnification of Directors and Officers.

                  Sections 513 and 1741-1750 of the Pennsylvania Business
Corporation Law of 1988 (the "BCL"), Section 8365 of Title 42 of the
Pennsylvania Consolidated Statutes ("Section 8365") and the Company's By-Laws
provide for indemnification of the Company's directors and officers and certain
other persons. Under Sections 1741-1750 of the BCL, directors and officers of
the Company may be indemnified by the Company against all expenses incurred in
connection with actions (including, under certain circumstances, derivative
actions) brought against such director or officer by reason of his or her status
as a representative of the Company, or by reason of the fact that such director
or officer serves or served as a representative of another entity at the
Company's request, so long as the director or officer 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 Company. As permitted under Section 1741-1750 of the BCL and
Section 8365, the Company's By-Laws provide that the Company shall indemnify
directors and officers against all expenses incurred in connection with actions
(including derivative actions) brought against such director or officer by
reason of the fact that he or she is or was a director or officer of the
Company, or by reason of the fact that such director or officer serves or served
as an employee or agent of any entity at the Company's request, unless the act
or failure to act on the part of the director or officer giving rise to the
claim for indemnification is determined by a court in a final, binding
adjudication to have constituted willful misconduct or recklessness.

                  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, 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.


Item 7.           Exemption from Registration Claimed.

                  No restricted securities are being reoffered or resold
pursuant to this Registration Statement.


Item 8.           Exhibits.

         Exhibit No.                Description

           4.1                      1995 Long-Term Incentive Plan

           4.2                      1995 Employee Stock Purchase Plan

           5                        Opinion of Pepper, Hamilton & Scheetz

          23.1                      Consent of Independent Accountants

          23.2                      Consent of Pepper, Hamilton & Scheetz
                                    (Included in Exhibit 5)

          24                        Power of Attorney (See pages 5-6)


Item 9.           Undertakings

                  The undersigned registrant hereby undertakes as follows:

                  (1) To file, during any period in which offers or sales are
being made pursuant to this Registration Statement, 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 aggregate,
represent a fundamental change in the information set forth in this registration
statement; and

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

                  provided,  however,  that paragraphs (i) and (ii) above do not
apply if the information  required to be included in a post-effective  amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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.

                  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 that is incorporated by reference in this
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.

<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Exton, State of Pennsylvania, on this 30th day
of June, 1995.

                             INTELLIGENT ELECTRONICS, INC.


                             By: /s/ Richard D. Sanford
                                 ---------------------------------------
                                 Richard D. Sanford, Chief Executive
                                 Officer and Chairman of the Board


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Richard D. Sanford and Edward A. Meltzer,
and each or any of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said 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, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, his or her substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

                             /s/ Richard D. Sanford
                             -----------------------------------------
                             Richard D. Sanford, Chief Executive
                             Officer and Chairman of the Board
                             (principal executive officer)


                             /s/ Gregory A. Pratt
                             -----------------------------------------
                             Gregory A. Pratt, President, Chief
                             Operating Officer and Director


                             /s/ Edward A. Meltzer
                             -----------------------------------------
                             Edward A. Meltzer, Chief Financial
                             Officer and Vice President
                             (principal financial and accounting officer)


                             /s/ Arnold S. Hoffman
                             -----------------------------------------
                             Arnold S. Hoffman, Director


                             /s/ William L. Rulon-Miller
                             -----------------------------------------
                             William L. Rulon-Miller, Director


                             /s/ Barry M. Abelson
                             -----------------------------------------
                             Barry M. Abelson, Director


                             /s/ Roger J. Fritz
                             -----------------------------------------
                             Roger J. Fritz, Director


                             /s/ James M. Ciccarelli
                             -----------------------------------------
                             James M. Ciccarelli, Director


                             /s/ Christopher T.G. Fish
                             -----------------------------------------
                             Christopher T.G. Fish, Director


                             /s/ Alex A.C. Wilson
                             -----------------------------------------
                             Alex A.C. Wilson, Director
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16038}]
{"company-data": {"conformed-name": "INTELLIGENT ELECTRONICS INC", "cik": "0000814430", "assigned-sic": "5045", "irs-number": "232208404", "state-of-incorporation": "PA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60771", "film-number": "95551485"}, "business-address": {"street1": "411 EAGLEVIEW BLVD", "city": "EXTON", "state": "PA", "zip": "19341", "phone": "6104585500"}, "mail-address": {"street1": "411 EAGLEVIEW BLVD", "city": "EXTON", "state": "PA", "zip": "19341"}}
As filed with the Securities and Exchange Commission on June 30, 1995
                                                Registration No. 33-__________
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                             ----------------------

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

                         INTELLIGENT ELECTRONICS, INC.
             (Exact Name of Registrant as Specified in its Charter)

         PENNSYLVANIA                                        23-2208404
 (State or Other Jurisdiction                             (I.R.S. Employer
     of Incorporation or                                Identification No.)
        Organization)

                            411 Eagleview Boulevard
                           Exton, Pennsylvania 19341
                                 (610) 458-5500
              (Address, including zip code, and telephone number,
       including area code, of Registrant's principal executive offices)

                         1995 LONG-TERM INCENTIVE PLAN
                                      and
                       1995 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                              Richard D. Sanford,
                           Chairman of the Board and
                            Chief Executive Officer
                         Intelligent Electronics, Inc.
                            411 Eagleview Boulevard
                           Exton, Pennsylvania 19341
                    (Name and Address of Agent For Service)

                                 (610) 458-5500
         (Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                                                    Proposed Maximum
 Title of Shares      Amount to be     Proposed Maximum Offering          Aggregate Offering          Amount of
to be Registered      Registered          Price Per Share(1)                   Price (1)            Registration Fee
- --------------------------------------------------------------------------------------------------------------------
Common Stock          5,500,000               $13.25                         $72,875,000               $25,129.31
($.01 par value)
====================================================================================================================
(1)  Estimated pursuant to Rule 457(c) solely for the purpose of calculating
     the registration fee.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the 1995 Long-Term Incentive Plan and the 1995
Employee Stock Purchase Plan, both of which are described herein.

PAGE
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.          Incorporation of Documents by Reference.

                  The following documents which have been filed by Intelligent
Electronics, Inc. ("registrant" or the "Company") with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement:

                  (a) the Company's Annual Report on Form 10-K for the year
          ended January 28, 1995;

                  (b) the Company's Quarterly Reports on Form 10-Q for the
          quarter ended April 29, 1995;

                  (c) the Company's Current Reports on Form 8-K dated March 6,
          1995 and April 28, 1995; and

                  (d) the description of the Common Stock, par value $.01 per
          share (the "Common Stock"), of the Company contained in the Company's
          Registration Statement on Form 8-A, dated June 24, 1987, including
          any amendments or reports filed for the purpose of updating such
          description.

                  All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
after the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered pursuant to this Registration
Statement have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a 
part hereof from the date of filing of such documents.

Item 4.           Description of Securities.

                  The Common Stock, which is the class of securities offered
pursuant to this Registration Statement, is registered under the Exchange Act.

Item 5.           Interests of Named Experts and Counsel.

                  The validity of the Common Stock registered hereunder has 
been passed upon for the Company by Pepper, Hamilton & Scheetz, Philadelphia,
Pennsylvania.  Barry M. Abelson, a director and a member of the Executive
Committee of the Board of Directors of the Company, is a partner of Pepper,
Hamilton & Scheetz. Mr. Abelson owns 42,900 shares of the Company Common Stock
and options to purchase an additional 40,000 shares.

Item 6.           Indemnification of Directors and Officers.

                  Sections 513 and 1741-1750 of the Pennsylvania Business
Corporation Law of 1988 (the "BCL"), Section 8365 of Title 42 of the
Pennsylvania Consolidated Statutes ("Section 8365") and the Company's By-Laws
provide for indemnification of the Company's directors and officers and certain
other persons. Under Sections 1741-1750 of the BCL, directors and officers of
the Company may be indemnified by the Company against all expenses incurred in
connection with actions (including, under certain circumstances, derivative
actions) brought against such director or officer by reason of his or her status
as a representative of the Company, or by reason of the fact that such director
or officer serves or served as a representative of another entity at the
Company's request, so long as the director or officer 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 Company. As permitted under Section 1741-1750 of the BCL and
Section 8365, the Company's By-Laws provide that the Company shall indemnify
directors and officers against all expenses incurred in connection with actions
(including derivative actions) brought against such director or officer by
reason of the fact that he or she is or was a director or officer of the
Company, or by reason of the fact that such director or officer serves or served
as an employee or agent of any entity at the Company's request, unless the act
or failure to act on the part of the director or officer giving rise to the
claim for indemnification is determined by a court in a final, binding
adjudication to have constituted willful misconduct or recklessness.

                  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, 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.

Item 7.           Exemption from Registration Claimed.

                  No restricted securities are being reoffered or resold
pursuant to this Registration Statement.

Item 8.           Exhibits.

         Exhibit No.                Description

           4.1                      1995 Long-Term Incentive Plan

           4.2                      1995 Employee Stock Purchase Plan

           5                        Opinion of Pepper, Hamilton & Scheetz

          23.1                      Consent of Independent Accountants

          23.2                      Consent of Pepper, Hamilton & Scheetz
                                    (Included in Exhibit 5)

          24                        Power of Attorney (See pages 5-6)

Item 9.           Undertakings

                  The undersigned registrant hereby undertakes as follows:

                  (1) To file, during any period in which offers or sales are
being made pursuant to this Registration Statement, 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 aggregate,
represent a fundamental change in the information set forth in this registration
statement; and

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

                  provided,  however,  that paragraphs (i) and (ii) above do not
apply if the information  required to be included in a post-effective  amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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.

                  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 that is incorporated by reference in this
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.
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Exton, State of Pennsylvania, on this 30th day
of June, 1995.

                             INTELLIGENT ELECTRONICS, INC.

                             By: /s/ Richard D. Sanford
                                 ---------------------------------------
                                 Richard D. Sanford, Chief Executive
                                 Officer and Chairman of the Board

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Richard D. Sanford and Edward A. Meltzer,
and each or any of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said 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, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, his or her substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

                             /s/ Richard D. Sanford
                             -----------------------------------------
                             Richard D. Sanford, Chief Executive
                             Officer and Chairman of the Board
                             (principal executive officer)

                             /s/ Gregory A. Pratt
                             -----------------------------------------
                             Gregory A. Pratt, President, Chief
                             Operating Officer and Director

                             /s/ Edward A. Meltzer
                             -----------------------------------------
                             Edward A. Meltzer, Chief Financial
                             Officer and Vice President
                             (principal financial and accounting officer)

                             /s/ Arnold S. Hoffman
                             -----------------------------------------
                             Arnold S. Hoffman, Director

                             /s/ William L. Rulon-Miller
                             -----------------------------------------
                             William L. Rulon-Miller, Director

                             /s/ Barry M. Abelson
                             -----------------------------------------
                             Barry M. Abelson, Director

                             /s/ Roger J. Fritz
                             -----------------------------------------
                             Roger J. Fritz, Director

                             /s/ James M. Ciccarelli
                             -----------------------------------------
                             James M. Ciccarelli, Director

                             /s/ Christopher T.G. Fish
                             -----------------------------------------
                             Christopher T.G. Fish, Director

                             /s/ Alex A.C. Wilson
                             -----------------------------------------
                             Alex A.C. Wilson, Director