As filed with the Securities and Exchange Commission
                              on January 6, 1998
                                                     Registration No. 333-_____


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

          Delaware                                           86-0385884
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                          Identification Number)

    1821 West Iomega Way, Roy, Utah                                  84067
(Address of Principal Executive Offices)                           (Zip Code)

                     Nonqualified Deferred Compensation Plan
                            (Full title of the plan)

                             Laurie B. Keating, Esq.
                               Iomega Corporation
                              1821 West Iomega Way
                                 Roy, Utah 84067

                     (Name and address of agent for service)

                                 (801) 778-1000
          (Telephone number, including area code, of agent for service)



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
      Title of securities to be          Amount to be            Proposed maximum aggregate        Amount of
             registered                  registered(1)               offering price(2)          registration fee
    ------------------------------ -------------------------- --------------------------------- -----------------
    <S>                                   <C>                              <C>                        <C>

    Nonqualified Deferred                 $10,000,000                      $10,000,000                $2,950
    Compensation Obligations(1)
    ------------------------------ -------------------------- --------------------------------- -----------------

</TABLE>

(1) The  Nonqualified  Compensation  Obligations  are unsecured  obligations  of
Iomega Corporation to pay deferred compensation in the future in accordance with
the terms of the Iomega Corporation Nonqualified Deferred Compensation Plan.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457 (h) under the Securities Act of 1933, as amended.


<PAGE>



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

                  The  information  required by Part I is included in  documents
sent or given to  participants  in the  Iomega  Corporation  (the  "Registrant")
Nonqualified  Deferred  Compensation  Plan (the  "Nonqualified  Deferral Plan"),
pursuant  to Rule  428(b)(1)  of the  Securities  Act of 1933,  as amended  (the
"Securities Act").


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

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

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

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

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such 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.  Any  statement  contained  in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Registration Statement.


Item 4.  Description of Securities

                  Under the  Nonqualified  Deferral Plan,  the  Registrant  will
provide a select  group of  highly  compensated  or  management  employees  (the
"Eligible  Employees") the opportunity to enter into agreements for the deferral
of a specified  percentage of their cash  compensation.  The  obligations of the
Registrant  under such  agreements  (the  "Obligations")  will be  unfunded  and
unsecured  general  obligations of the Registrant to pay in the future the value
of the deferred  compensation and Registrant  contributions  adjusted to reflect
the  performance,   whether  positive  or  negative,   of  selected   investment
measurement options,  chosen by each participant,  during the deferral period in
accordance with the terms of the Nonqualified Deferral Plan.

<PAGE>

         The  Nonqualified  Deferral  Plan will be  administered  by a committee
which shall  consist of the Board of  Directors  or such  committee as the Board
shall appoint (the  "Committee").  Members of the Committee may be  participants
under the Nonqualified  Deferral Plan. The Committee may from time to time adopt
rules and procedures governing the Nonqualified Deferral Plan and shall have the
authority to give interpretive rulings with respect to the Nonqualified Deferral
Plan.

         An Eligible  Employee may elect to defer all or a portion of his or her
compensation. The amount of compensation to be deferred by each participant will
be  determined  in  accordance  with the  Nonqualified  Deferral  Plan  based on
elections by the participant.  Participants may elect to defer any percentage of
annual base salary up to 50% and any percentage of bonus up to 100%.

         The  Obligations  for each  participant  will  equal the  balance  in a
bookkeeping  reserve account  established for such  participant.  The investment
earnings credited to such account will be indexed to one or more mutual funds or
indices,  the type of which will be individually chosen by each participant from
a list of types of investment media. Each  participant's  deferred  compensation
account  will be adjusted to reflect  contributions  by the  Registrant  and the
investment  experience  of the selected  mutual funds or indices,  including any
appreciation or depreciation.  The Registrant is not required to actually invest
the  deferred  compensation  in the types of funds  specified  by  participants.
However,  the Registrant may establish a trust, which may be a grantor trust for
federal income tax purposes,  to make such  investments to assist the Registrant
in meeting the Obligations.

         The  Obligations  will be  distributed  by the Registrant in accordance
with the  terms of the  Nonqualified  Deferral  Plan  and  upon a  payment  plan
selected by each  participant.  Upon a  determination  by the  Committee  that a
participant has suffered an unforeseeable financial emergency, the Committee may
direct the Registrant to pay such  participant  an amount  necessary to meet the
emergency, but not exceeding the aggregate balance of the participant's deferral
account.

         A  participant's  right  or  the  right  of  any  other  person  to the
Obligations  cannot be  assigned or  transferred  in any manner or be subject to
alienation,  sale, pledge.  encumbrance or other legal process.  The Obligations
are not convertible  into another  security of the  Registrant.  The Obligations
will not have the  benefit  of a  negative  pledge or any other  affirmative  or
negative covenant on the part of the Registrant.


<PAGE>

         The Registrant  may at any time amend,  suspend or reinstate any or all
of the  provisions  of the  Nonqualified  Deferral  Plan,  except  that  no such
amendment,  suspension or reinstatement  may adversely affect any  participant's
deferral  account as it existed as of the day before the effective  date of such
amendment, suspension or reinstatement, without such participant's prior written
consent. The Registrant may terminate the Nonqualified Deferral Plan at any time
and for any reason  whatsoever;  provided,  however,  that a termination  of the
Nonqualified Deferral Plan may not adversely affect the value of a participant's
deferral  account  as it existed as of the  effective  date of such  termination
without the participant's prior written consent.

Item 5.  Interests of Named Experts and Counsel

                  The legality of the Common Stock being offered  hereby will be
passed upon for the Registrant by Hale and Dorr LLP, Boston,  Massachusetts.  As
of the date  hereof,  partners  of Hale and Dorr LLP own  approximately  187,500
shares of Common Stock of the Registrant.

Item 6.  Indemnification of Directors and Officers

                  Under Article Sixth of the Registrant's  Restated  Certificate
of Incorporation and Article Fifth of the Registrant's  By-Laws, each person who
is a  director  or  officer  of  the  Registrant  shall  be  indemnified  by the
Registrant  to  the  full  extent  permitted  by  Section  145  of  the  General
Corporation Law of Delaware ("Section 145").

                  Section 145 provides a detailed  statutory  framework covering
indemnification  of directors and officers of liabilities  and expenses  arising
out of legal  proceedings  brought  against  them by reason  of their  status or
service as  directors  or officers.  This  section  provides  that a director or
officer of a corporation  (i) shall be  indemnified by the  corporation  for all
expenses of such legal proceedings when he is successful on the merits, (ii) may
be indemnified by the corporation for the expenses, judgments, fines and amounts
paid in settlement of such proceedings  (other than a derivative  suit), even if
he is not successful on the merits, 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, in the case of a criminal proceeding,  had no reasonable cause
to believe  his  conduct  was  unlawful),  and (iii) may be  indemnified  by the
corporation for expenses of a derivative suit (a suit by a shareholder  alleging
a breach by a director or officer of a duty owed to the corporation), even if he
is not  successful  on the merits,  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.  No indemnification may be made under clause (iii) above,  however,
if the director or officer is adjudged  liable for  negligence  or misconduct in
the  performance  of his duties to the  corporation,  unless a court  determines
that, despite such adjudication and in view of all of the  circumstances,  he is
entitled to indemnification.  The indemnification  described in clauses (ii) and
(iii) above may be made only upon a determination that indemnification is proper
because the  applicable  standard of conduct has been met. Such a  determination
may be made by a majority of a quorum of  disinterested  directors,  independent
legal  counsel  or the  stockholders.  The  Board  of  Directors  may  authorize
advancing  litigation  expenses  to a  director  or officer  upon  receipt of an
undertaking  by such  director  or  officer  to  repay  such  expenses  if it is
ultimately determined that he is not entitled to be indemnified for them.

<PAGE>

         The Registrant has entered into indemnification agreements with each of
its directors which supplement or clarify the statutory indemnity  provisions of
Section 145 in the following respects:  (i) the presumption that the director or
officer  met the  applicable  standard  of  conduct  is  established,  (ii)  the
advancement  of litigation  expenses is provided upon request if the director or
officer  agrees  to repay  them if it is  ultimately  determined  that he is not
entitled to indemnification for them, (iii) indemnity is explicitly provided for
settlements of derivative actions,  (iv) the director or officer is permitted to
petition a court to determine whether his actions met the standard required, and
(v)  partial  indemnification  is  permitted  in the event that the  director or
officer is not entitled to full indemnification.

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

Item 7.  Exemption from Registration Claimed

                  Not applicable.


Item 8.  Exhibits

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


Item 9.  Undertakings

         1.       The Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                            (i) To  include  any  prospectus  required  by  
                  Section 10(a)(3) of the Securities Act;

<PAGE>

                           (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; and

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  Registration  Statement or any material change to such
                  information in the Registration Statement;  provided, however,
                  that paragraphs (i) and (ii) do not apply if the  Registration
                  Statement  is on Form  S-3 or Form  S-8,  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  Exchange  Act that are
                  incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new Registration  Statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  2. The  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 Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering  of such  securities  at that time shall be deemed to be in the initial
bona fide offering thereof.

                  3. Insofar as  indemnification  for liabilities  arising under
the  Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

<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 Roy, Utah, on the 6th day of January, 1998.


                                                     IOMEGA CORPORATION




                                       By:  /S/ Leonard C. Purkis
                                            Leonard C. Purkis
                                            Senior Vice President, Finance
                                            and Chief Financial Officer



<PAGE>

                                POWER OF ATTORNEY

         We, the  undersigned  officers  and  directors  of Iomega  Corporation,
hereby severally constitute Leonard C. Purkis,  Laurie B. Keating and Patrick J.
Rondeau,  and each of them singly, our true and lawful attorneys with full power
to  them,  and  each of them  singly,  to sign  for us and in our  names  in the
capacities  indicated  below,  the  Registration  Statement  on Form  S-8  filed
herewith and any and all subsequent  amendments to said Registration  Statement,
and generally to do all such things in our names and behalf in our capacities as
officers  and  directors  to  enable  Iomega  Corporation  to  comply  with  all
requirements  of the Securities and Exchange  Commission,  hereby  ratifying and
confirming  our  signatures as they may be signed by said  attorneys,  or any of
them, to said Registration Statement and any and all amendments thereto.

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


     Signature                      Title                             Date
  


/s/ Kim B. Edwards     President, Chief Executive Officer and    January 6, 1998
Kim B. Edwards         Director (Principal Executive Officer)
   

/s/ Leonard C. Purkis  Senior Vice President, Finance and Chief  January 6, 1998
Leonard C. Purkis      Financial Officer (Principal Financial
                       and Accounting Officer)
    

/s/ David J. Dunn      Chairman of the Board of Directors      December 24, 1997
David J. Dunn


/s/ David A. Duke       Director                               December 23, 1997
David Duke


________________        Director                                December__, 1997
Willem H.J. Andersen


/s/ Robert P. Berkowitz Director                               December 24, 1997
Robert P. Berkowitz
  
/s/ Michael J. Kucha    Director                               December 23, 1997
Michael J. Kucha
  

/s/ John R. Myers       Director                               December 29, 1997
John R. Myers
  

/s/ John E. Nolan Jr.   Director                               December 23, 1997
John E. Nolan, Jr.

   
/s/ John E. Sheehan     Director                               December 29, 1997
The Hon. John E. Sheehan

   
/s/ James A. Sierk      Director                               December 24, 1997
James A. Sierk
   


<PAGE>


                                  Exhibit Index


 
Exhibit
Number          Description
    
 4.1            Iomega Corporation Nonqualified Deferred Compensation Plan
         
 5              Opinion of Hale and Dorr LLP
          
23.1            Consent of Hale and Dorr (included in Exhibit 5)
          
23.2            Consent of Arthur Andersen LLP
          
24              Power of Attorney (included on the signature page of this 
                Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8, NONQUALIFIED DEFERRED COMPENSATION PLAN", "secsgml_size_bytes": 21817}]
{"company-data": {"conformed-name": "IOMEGA CORP", "cik": "0000352789", "assigned-sic": "3572", "irs-number": "860385884", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43775", "film-number": "98501640"}, "business-address": {"street1": "1821 W IOMEGA WAY", "city": "ROY", "state": "UT", "zip": "84067", "phone": "8017781000"}, "mail-address": {"street1": "1821 WEST IOMEGA WAY", "city": "ROY", "state": "UT", "zip": "84067"}}
As filed with the Securities and Exchange Commission
                              on January 6, 1998
                                                     Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

          Delaware                                           86-0385884
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                          Identification Number)

    1821 West Iomega Way, Roy, Utah                                  84067
(Address of Principal Executive Offices)                           (Zip Code)

                     Nonqualified Deferred Compensation Plan
                            (Full title of the plan)

                             Laurie B. Keating, Esq.
                               Iomega Corporation
                              1821 West Iomega Way
                                 Roy, Utah 84067

                     (Name and address of agent for service)

                                 (801) 778-1000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of securities to be          Amount to be            Proposed maximum aggregate        Amount of
             registered                  registered(1)               offering price(2)          registration fee
    ------------------------------ -------------------------- --------------------------------- -----------------
Nonqualified Deferred                 $10,000,000                      $10,000,000                $2,950
    Compensation Obligations(1)
    ------------------------------ -------------------------- --------------------------------- -----------------
(1) The  Nonqualified  Compensation  Obligations  are unsecured  obligations  of
Iomega Corporation to pay deferred compensation in the future in accordance with
the terms of the Iomega Corporation Nonqualified Deferred Compensation Plan.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457 (h) under the Securities Act of 1933, as amended.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The  information  required by Part I is included in  documents
sent or given to  participants  in the  Iomega  Corporation  (the  "Registrant")
Nonqualified  Deferred  Compensation  Plan (the  "Nonqualified  Deferral Plan"),
pursuant  to Rule  428(b)(1)  of the  Securities  Act of 1933,  as amended  (the
"Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

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

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

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

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such 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.  Any  statement  contained  in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Registration Statement.

Item 4.  Description of Securities

                  Under the  Nonqualified  Deferral Plan,  the  Registrant  will
provide a select  group of  highly  compensated  or  management  employees  (the
"Eligible  Employees") the opportunity to enter into agreements for the deferral
of a specified  percentage of their cash  compensation.  The  obligations of the
Registrant  under such  agreements  (the  "Obligations")  will be  unfunded  and
unsecured  general  obligations of the Registrant to pay in the future the value
of the deferred  compensation and Registrant  contributions  adjusted to reflect
the  performance,   whether  positive  or  negative,   of  selected   investment
measurement options,  chosen by each participant,  during the deferral period in
accordance with the terms of the Nonqualified Deferral Plan.
The  Nonqualified  Deferral  Plan will be  administered  by a committee
which shall  consist of the Board of  Directors  or such  committee as the Board
shall appoint (the  "Committee").  Members of the Committee may be  participants
under the Nonqualified  Deferral Plan. The Committee may from time to time adopt
rules and procedures governing the Nonqualified Deferral Plan and shall have the
authority to give interpretive rulings with respect to the Nonqualified Deferral
Plan.

         An Eligible  Employee may elect to defer all or a portion of his or her
compensation. The amount of compensation to be deferred by each participant will
be  determined  in  accordance  with the  Nonqualified  Deferral  Plan  based on
elections by the participant.  Participants may elect to defer any percentage of
annual base salary up to 50% and any percentage of bonus up to 100%.

         The  Obligations  for each  participant  will  equal the  balance  in a
bookkeeping  reserve account  established for such  participant.  The investment
earnings credited to such account will be indexed to one or more mutual funds or
indices,  the type of which will be individually chosen by each participant from
a list of types of investment media. Each  participant's  deferred  compensation
account  will be adjusted to reflect  contributions  by the  Registrant  and the
investment  experience  of the selected  mutual funds or indices,  including any
appreciation or depreciation.  The Registrant is not required to actually invest
the  deferred  compensation  in the types of funds  specified  by  participants.
However,  the Registrant may establish a trust, which may be a grantor trust for
federal income tax purposes,  to make such  investments to assist the Registrant
in meeting the Obligations.

         The  Obligations  will be  distributed  by the Registrant in accordance
with the  terms of the  Nonqualified  Deferral  Plan  and  upon a  payment  plan
selected by each  participant.  Upon a  determination  by the  Committee  that a
participant has suffered an unforeseeable financial emergency, the Committee may
direct the Registrant to pay such  participant  an amount  necessary to meet the
emergency, but not exceeding the aggregate balance of the participant's deferral
account.

         A  participant's  right  or  the  right  of  any  other  person  to the
Obligations  cannot be  assigned or  transferred  in any manner or be subject to
alienation,  sale, pledge.  encumbrance or other legal process.  The Obligations
are not convertible  into another  security of the  Registrant.  The Obligations
will not have the  benefit  of a  negative  pledge or any other  affirmative  or
negative covenant on the part of the Registrant.
The Registrant  may at any time amend,  suspend or reinstate any or all
of the  provisions  of the  Nonqualified  Deferral  Plan,  except  that  no such
amendment,  suspension or reinstatement  may adversely affect any  participant's
deferral  account as it existed as of the day before the effective  date of such
amendment, suspension or reinstatement, without such participant's prior written
consent. The Registrant may terminate the Nonqualified Deferral Plan at any time
and for any reason  whatsoever;  provided,  however,  that a termination  of the
Nonqualified Deferral Plan may not adversely affect the value of a participant's
deferral  account  as it existed as of the  effective  date of such  termination
without the participant's prior written consent.

Item 5.  Interests of Named Experts and Counsel

                  The legality of the Common Stock being offered  hereby will be
passed upon for the Registrant by Hale and Dorr LLP, Boston,  Massachusetts.  As
of the date  hereof,  partners  of Hale and Dorr LLP own  approximately  187,500
shares of Common Stock of the Registrant.

Item 6.  Indemnification of Directors and Officers

                  Under Article Sixth of the Registrant's  Restated  Certificate
of Incorporation and Article Fifth of the Registrant's  By-Laws, each person who
is a  director  or  officer  of  the  Registrant  shall  be  indemnified  by the
Registrant  to  the  full  extent  permitted  by  Section  145  of  the  General
Corporation Law of Delaware ("Section 145").

                  Section 145 provides a detailed  statutory  framework covering
indemnification  of directors and officers of liabilities  and expenses  arising
out of legal  proceedings  brought  against  them by reason  of their  status or
service as  directors  or officers.  This  section  provides  that a director or
officer of a corporation  (i) shall be  indemnified by the  corporation  for all
expenses of such legal proceedings when he is successful on the merits, (ii) may
be indemnified by the corporation for the expenses, judgments, fines and amounts
paid in settlement of such proceedings  (other than a derivative  suit), even if
he is not successful on the merits, 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, in the case of a criminal proceeding,  had no reasonable cause
to believe  his  conduct  was  unlawful),  and (iii) may be  indemnified  by the
corporation for expenses of a derivative suit (a suit by a shareholder  alleging
a breach by a director or officer of a duty owed to the corporation), even if he
is not  successful  on the merits,  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.  No indemnification may be made under clause (iii) above,  however,
if the director or officer is adjudged  liable for  negligence  or misconduct in
the  performance  of his duties to the  corporation,  unless a court  determines
that, despite such adjudication and in view of all of the  circumstances,  he is
entitled to indemnification.  The indemnification  described in clauses (ii) and
(iii) above may be made only upon a determination that indemnification is proper
because the  applicable  standard of conduct has been met. Such a  determination
may be made by a majority of a quorum of  disinterested  directors,  independent
legal  counsel  or the  stockholders.  The  Board  of  Directors  may  authorize
advancing  litigation  expenses  to a  director  or officer  upon  receipt of an
undertaking  by such  director  or  officer  to  repay  such  expenses  if it is
ultimately determined that he is not entitled to be indemnified for them.
The Registrant has entered into indemnification agreements with each of
its directors which supplement or clarify the statutory indemnity  provisions of
Section 145 in the following respects:  (i) the presumption that the director or
officer  met the  applicable  standard  of  conduct  is  established,  (ii)  the
advancement  of litigation  expenses is provided upon request if the director or
officer  agrees  to repay  them if it is  ultimately  determined  that he is not
entitled to indemnification for them, (iii) indemnity is explicitly provided for
settlements of derivative actions,  (iv) the director or officer is permitted to
petition a court to determine whether his actions met the standard required, and
(v)  partial  indemnification  is  permitted  in the event that the  director or
officer is not entitled to full indemnification.

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

Item 7.  Exemption from Registration Claimed

                  Not applicable.

Item 8.  Exhibits

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

Item 9.  Undertakings

         1.       The Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                            (i) To  include  any  prospectus  required  by  
                  Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement; and

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  Registration  Statement or any material change to such
                  information in the Registration Statement;  provided, however,
                  that paragraphs (i) and (ii) do not apply if the  Registration
                  Statement  is on Form  S-3 or Form  S-8,  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  Exchange  Act that are
                  incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new Registration  Statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  2. The  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 Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering  of such  securities  at that time shall be deemed to be in the initial
bona fide offering thereof.

                  3. Insofar as  indemnification  for liabilities  arising under
the  Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
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 Roy, Utah, on the 6th day of January, 1998.

                                                     IOMEGA CORPORATION

                                       By:  /S/ Leonard C. Purkis
                                            Leonard C. Purkis
                                            Senior Vice President, Finance
                                            and Chief Financial Officer
POWER OF ATTORNEY

         We, the  undersigned  officers  and  directors  of Iomega  Corporation,
hereby severally constitute Leonard C. Purkis,  Laurie B. Keating and Patrick J.
Rondeau,  and each of them singly, our true and lawful attorneys with full power
to  them,  and  each of them  singly,  to sign  for us and in our  names  in the
capacities  indicated  below,  the  Registration  Statement  on Form  S-8  filed
herewith and any and all subsequent  amendments to said Registration  Statement,
and generally to do all such things in our names and behalf in our capacities as
officers  and  directors  to  enable  Iomega  Corporation  to  comply  with  all
requirements  of the Securities and Exchange  Commission,  hereby  ratifying and
confirming  our  signatures as they may be signed by said  attorneys,  or any of
them, to said Registration Statement and any and all amendments thereto.

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

     Signature                      Title                             Date
  

/s/ Kim B. Edwards     President, Chief Executive Officer and    January 6, 1998
Kim B. Edwards         Director (Principal Executive Officer)
   

/s/ Leonard C. Purkis  Senior Vice President, Finance and Chief  January 6, 1998
Leonard C. Purkis      Financial Officer (Principal Financial
                       and Accounting Officer)
    

/s/ David J. Dunn      Chairman of the Board of Directors      December 24, 1997
David J. Dunn

/s/ David A. Duke       Director                               December 23, 1997
David Duke

________________        Director                                December__, 1997
Willem H.J. Andersen

/s/ Robert P. Berkowitz Director                               December 24, 1997
Robert P. Berkowitz
  
/s/ Michael J. Kucha    Director                               December 23, 1997
Michael J. Kucha
  

/s/ John R. Myers       Director                               December 29, 1997
John R. Myers
  

/s/ John E. Nolan Jr.   Director                               December 23, 1997
John E. Nolan, Jr.

   
/s/ John E. Sheehan     Director                               December 29, 1997
The Hon. John E. Sheehan

   
/s/ James A. Sierk      Director                               December 24, 1997
James A. Sierk
Exhibit Index

 
Exhibit
Number          Description
    
 4.1            Iomega Corporation Nonqualified Deferred Compensation Plan
         
 5              Opinion of Hale and Dorr LLP
          
23.1            Consent of Hale and Dorr (included in Exhibit 5)
          
23.2            Consent of Arthur Andersen LLP
          
24              Power of Attorney (included on the signature page of this 
                Registration Statement)