<PAGE> 1 
         As filed with the Securities and Exchange Commission on August 28, 1995
                                                          Registration No. 33-
================================================================================

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
                ----------------------------------
                            FORM S-8
                    REGISTRATION STATEMENT 
                             UNDER
                  THE SECURITIES ACT OF 1933

                ----------------------------------
                    TECH DATA CORPORATION
        (Exact name of registrant as specified in its charter)
                ----------------------------------

   Florida                               No. 59-1578329
(State of Incorporation)            (I.R.S. Employer Identification
                                                Number)
                    5350 Tech Data Drive
                  Clearwater, Florida  34620
                        (813)539-7429
(Address and Telephone Number of Registrant's Principal Executive Offices)
                 ----------------------------------

                    TECH DATA CORPORATION
                   NON-EMPLOYEE DIRECTORS'
             1995 NON-STATUTORY STOCK OPTION PLAN

                      STEVEN A. RAYMUND
             Chairman and Chief Executive Officer
                     Tech Data Corporation
        5350 Tech Data Drive, Clearwater, Florida  34620
                        (813)539-7429
    (Name, Address and Telephone Number of Agent for Service)

                          Copy To:

                   FRANK N. FLEISCHER, ESQ.
                  Schifino & Fleischer, P.A.
               One Tampa City Center, Suite 2700
                      Tampa, Florida  33602
                         (813)223-1535
                 ---------------------------                              
 
<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                     Proposed          Proposed
   Title of                         Amount            maximum           maximum         Amount of
 shares to be                        to be         offering price      aggregate      registration
  registered                       registered       per share (1)   offering price (1)     fee
--------------------------------------------------------------------------------------------------

<S>                             <C>                  <C>              <C>               <C>            
Common Stock, $.0015 Par Value  100,000     Shares   $12.69           $1,269,000        $437.59
==================================================================================================
</TABLE>

(1)Estimated solely for the purpose of calculating the registration fee
   and computed pursuant to Rule 457(h) and based upon the average of the 
   high and low sale prices on August 22, 1995 as reported by the Nasdaq 
   National Market System.

-------------------------------------------------------------------------------
<PAGE> 2
                                   PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

     By this reference, the following documents filed or to be filed by Tech
Data Corporation (the "Company") with the Securities and Exchange Commission 
(the "Commission") are incorporated into and made a part of this Registration 
Statement:

       1.   The Company's Annual Report on Form 10-K for the fiscal year
            ended January 31, 1995, as filed with the Commission on 
            April 18, 1995

       2.   The Company's Quarterly Report on Form 10-Q for the quarter
            ended April 30, 1995, as filed with the Commission on 
            June 14, 1995.

       3.   The description of the Company's Common Stock set forth on
            pages 15 and 16 of the Company's Prospectus dated April 23,
            1986, as filed with the Commission under Rule 424(b) of the
            Securities Act of 1933, as amended, which was a part of the
            Company's Registration Statement on Form S-1 (Registration 
            Statement No. 33-4135) and which was incorporated by 
            reference in the Company's Registration Statement on 
            Form 8-A as filed with the Commission under the Securities 
            Exchange Act of 1934, as amended (File No. 0-14625).

       4.   All documents filed by the Company with the Commission 
            subsequent to the date of this Registration Statement under 
            Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange 
            Act of 1934, as amended, and prior to the filing of a post-
            effective amendment which indicates that all securities 
            offered have been sold or which deregisters all securities
            then remaining unsold, shall be deemed to be incorporated 
            into and made a part of this Registration Statement from the 
            date of filing of such documents with the Commission.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The validity of the Common Stock issuable by the Company under the 
Company's Non-Employee Directors' 1995 Non-Statutory Employee Stock Option 
Plan will be passed upon for the Company by Schifino & Fleischer, P.A., Tampa, 
Florida.  Members of such firm do not own any shares of the Company's 
outstanding Common Stock.

Item 6. Indemnification of Directors and Officers.

     The Florida Business Corporation Act, as amended (the "Florida Act"), 
provides that, in general, a business corporation may indemnify any person who 
is or was a party to any proceeding (other than an action by, or in the right 
of, the corporation) by reason of the fact that he or she is or was a director 
                                     II-1
--------------------------------------------------------------------------------
<PAGE> 3

or officer of the corporation, against liability incurred in connection with 
such proceeding, including any appeal thereof, provided certain standards are 
met, including that such officer or director 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 corporation, and provided further that, with respect to any 
criminal action or proceeding, the officer or director had no reasonable cause 
to believe his or her conduct was unlawful.  In the case of proceedings by or 
in the right of the corporation, the Florida Act provides that, in general, a 
corporation may indemnify any person who was or is a party to any such 
proceeding by reason of the fact that he or she is or was a director or 
officer of the corporation against expenses and amounts paid in settlement 
actually and reasonably incurred in connection with the defense or settlement 
of such proceeding, including any appeal thereof, provided that such person 
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 corporation, except that no 
indemnification shall be made in respect of any claim as to which such person 
is adjudged liable unless a court of competent jurisdiction determines upon 
application that such person is fairly and reasonably entitled to indemnity.
To the extent that any officers or directors are successful on the merits or 
otherwise in the defense of any of the proceedings described above, the 
Florida Act provides that the corporation is required to indemnify such 
officers or directors against expenses actually and reasonably incurred in 
connection therewith.  However, the Florida Act further provides that, in 
general, indemnification or advancement of expenses shall not be made to or on 
behalf of any officer or director if a judgment or other final adjudication 
establishes that his or her actions, or omissions to act, were material to the 
cause of action so adjudicated and constitute: (i) a violation of the criminal 
law, unless the director or officer had reasonable cause to believe his or her 
conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) 
a transaction from which the director or officer derived an improper personal 
benefit; (iii) in the case of a director, a circumstance under which the 
director has voted for or assented to a distribution made in violation of the 
Florida Act or the corporation's articles of incorporation; or (iv) willful 
misconduct or a conscious disregard for the best interests of the corporation 
in a proceeding by or in the right of the corporation to procure a judgment in 
its favor or in a proceeding by or in the right of a shareholder.

     The Company's By-Laws include the following provisions:

                                   ARTICLE NINE
                                 INDEMNIFICATION

     "9.1   Under the circumstances prescribed in Section 9.3 and 9.4, the 
Corporation shall indemnify and hold harmless any person who was or is a party 
or is threatened to be made a party to any threatened, pending or completed 
action, suit or proceeding, whether civil, criminal, administrative or 
investigative (other than an action by or in the right of the Corporation) by 
reason of the fact that he is or was a Director, officer, employee or agent of 
the Corporation, or is or was serving at the request of the Corporation as a 
Director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, against expenses (include attorneys' 
fees), judgments, fines and amounts paid in settlement actually and reasonably 
incurred by him in connection with such action, suit or proceeding if he acted 
in a manner he reasonably believed to be in or not opposed to the best 
interests of the Corporation, and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe his conduct was unlawful.  The 
                                    II-2
--------------------------------------------------------------------------------
<PAGE> 4

termination of any action, suit or proceeding by judgment, order, settlement, 
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of 
itself, create a presumption that the person did not act in a manner which he 
reasonably believed to be in or not opposed to the best interest of the 
Corporation, and, with respect to any criminal action or proceeding, had 
reasonable cause to believe that his conduct was unlawful.

     9.2   Under the circumstances prescribed in Section 9.3 and 9.4, the 
Corporation shall indemnify and hold harmless any person who was or is a party 
or is threatened to be made a party to any threatened, pending or completed 
action or suit by or in the right of the Corporation to procure a judgment in 
its favor by reason of the fact that he is or was a Director, officer, 
employee or agent of the Corporation, or is or was serving at the request of 
the Corporation as a Director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise against 
expenses (including attorneys' fees) actually and reasonably incurred by him 
in connection with the defense or settlement of such action if he acted in 
good faith and in a manner he reasonably believed to be in or not opposed to 
the best interests of the Corporation; except that no indemnification shall be 
made in respect of any claim, issue or matter as to which such person shall 
have been adjudged to be liable for negligence or misconduct in the 
performance of his duty to the Corporation, unless and only to the extent that 
the court in which such action or suit was brought shall determine upon 
application that, despite the adjudication of liability but in view of all the 
circumstances of the case, such person if fairly and reasonably entitled to 
indemnify for such expenses that the court shall deem proper.

     9.3   To the extent that a Director, officer, employee or agent of a 
corporation has been successful on the merits or otherwise in defense of any 
action, suit or proceeding referred to in Sections 9.1 and 9.2, or in defense 
of any claim, issue or matter therein, he shall be indemnified against 
expenses (including attorney's fees) actually and reasonably incurred by him 
in connection therewith.

     9.4   Except as provided in Section 9.3 and except as may be ordered by a 
court, any indemnification under Sections 9.1 and 9.2 shall be made by the 
Corporation only as authorized in the specific case upon a determination that 
indemnification of the Director, officer, employee or agent is proper in the 
circumstances because he has met the applicable standard of conduct set forth 
in Sections 9.1 and 9.2.  Such a determination shall be made (1) by the Board 
of Directors by a majority vote of a quorum consisting of Directors who were 
not parties to such action, suit or proceeding, or (2) if such a quorum is not 
obtainable, or, even if obtainable a quorum of disinterested Directors so 
directs, by independent legal counsel in a written opinion, or (3) by the 
affirmative vote of a majority of the shares entitled to vote thereon owned by 
persons who were not parties to such action, suit or proceeding.

     9.5   Expenses, including attorneys' fees, incurred in defending a civil 
or criminal action, suit, or proceeding may be paid by the Corporation in 
advance of the final disposition of such action, suit, or proceeding upon a 
preliminary determination following one of the procedures set forth in Section 
9.4 that the Director, officer, employee or agent met the applicable standard 
of conduct set forth in Section 9.1 or Section 9.2 or as authorized by the 
Board of Directors in the specific case and, in either event, upon receipt of 
an undertaking by or on behalf of the Director, officer, employee, or agent to 
repay such amount unless it shall ultimately be determined that he is entitled 
                                    II-3
--------------------------------------------------------------------------------
<PAGE> 5

to be indemnified by the Corporation as authorized in this Section.

     9.6   The Corporation shall have the power to make any other or further 
indemnification of any of its Directors, officers, employees, or agents, under 
any By-Law, agreement, vote of shareholders or disinterested Directors, or 
otherwise, both as to action in his official capacity and as to action in 
another capacity while holding such office, except an indemnification against 
gross negligence or willful misconduct.

     9.7   The indemnification provided by this Article Nine shall continue as 
to a person who has ceased to be a Director, employee or agent and shall inure 
to the benefit of the heirs, executors or administrators of such a person.

     9.8   The Corporation may purchase and maintain insurance on behalf of 
any person who is or was a Director, officer, employee or agent of the 
Corporation, or is or was serving at the request of the Corporation as a 
Director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, against any liability asserted 
against himself and incurred by him in any such capacity, or arising out of 
his status as such, whether or not the Corporation would have the power to 
indemnify him against such liability under the provisions of this Article Nine.

     9.9   If any expenses or other amounts are paid by way of 
indemnification, otherwise than by court order or action by the shareholder or 
by an insurance carrier pursuant to insurance maintained by the Corporation, 
the Corporation shall, not later than the next annual meeting of shareholders 
unless such meeting is held within three months from the date of such payment, 
and, in any event, within 15 months from the date of such payment, deliver 
personally or send by first class mail to its shareholders of record at the 
time entitled to vote for the election of Directors a statement specifying the 
persons paid, the amounts paid, and the nature and status at the time of such 
payment of the litigation or threatened litigation."

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.   Exhibits and Financial Statement Schedules.

     The exhibit numbers on the following list correspond to the numbers in
 the exhibit table required pursuant to Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
     Exhibit
     Number     Description
     <C>         <S>                                           
     4.1(1)      --Tech Data Corporation Non-Employee Directors' 1995 Non-Statutory Stock Option Plan
     4.2(2)      --Articles of Incorporation of the Company as amended to April 23, 1986
     4.3(3)      --Articles of Amendment to Articles of Incorporation of the Company filed on August 27, 1987.
     4.4(4)      --Articles of Amendment to Articles of Incorporation of the Company filed on July 15, 1993.
     4.5(5)      --By-Laws of the Company as amended to March 28, 1995.
     5(1)        --Opinion of Schifino & Fleischer, P.A.
     24-1(1)     --Consent of Schifino & Fleischer, P.A., appears in its opinion filed as Exhibit 5 hereto.
     24-2(1)     --Consent of Price Waterhouse LLP.
     25(1)       --Power of Attorney included on signature page.
</TABLE>
                                    II-4
--------------------------------------------------------------------------------
<PAGE> 6
----------------
     1.   Filed herewith.
     2.   Incorporated by reference to the Exhibits included in the
          Company's Registration Statement on Form S-1, File No. 33-
          4135.
     3.   Incorporated by reference to the Exhibits included in the
          Company's Registration Statement on Form S-1, File No. 33-
          21997.
     4.   Incorporated by reference to the Exhibits included in the
          Company's Form 10-K for the year ended January 31, 1994, File 
          No. 0-14625.
     5.   Incorporated by reference to the Exhibits included in the 
          Company's Form 10-K for the year ended January 31, 1995, File 
          No. 0-14625.

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers of 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 event 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;

        (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 (1)(i) and (1)(ii) do not apply if the 
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the registrant pursuant 
to Section 13 or 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.

     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 Section 15(d) of the 
                                    II-5
--------------------------------------------------------------------------------
<PAGE> 7

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.

     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.
















                  [Balance of page intentionally left blank]
















                                    II-6
--------------------------------------------------------------------------------
<PAGE> 8
                              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 amendment to the 
Registration Statement to be signed on its behalf by the undersigned thereunto 
duly authorized, in the City of Clearwater and State of Florida, on the 28th 
day of August, 1995.
                                      TECH DATA CORPORATION

                                      By      /s/ Steven A. Raymund,
                                            ----------------------------
                                               Steven A. Raymund,
                                        Chairman of the Board of Directors;
                                            Chief Executive Officer

                           POWER OF ATTORNEY

     Each person whose signature to this Registration Statement appears below 
hereby appoints Jeffery P. Howells and Arthur W. Singleton, or either of them, 
as his attorney-in-fact to sign on his behalf individually and in the capacity 
stated below and to file all amendments and post-effective amendments to this 
Registration Statement, and any and all instruments or documents filed as a 
part of or in connection with this Registration Statement or the amendments 
thereto, and the attorney-in-fact, or either of them, may make such changes 
and additions to this Registration Statement as the attorney-in-fact, or 
either of them, may deem necessary or appropriate.

     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. 

               Signature                Title                       Date
               ---------                -----                       ----

/s/ Steven A. Raymund     Chairman of the Board of Directors;    August 28, 1995
----------------------    Chief Executive Officer
Steven A. Raymund

/s/ A. Timothy Godwin     President; Chief Operating Officer;    August 28, 1995
---------------------     Director
A. Timothy Godwin

/s/ Jeffery P. Howells    Senior Vice President of Finance;      August 28, 1995
----------------------    Chief Financial Officer
Jeffery P. Howells        (principal financial officer)

/s/ Joseph B. Trepani     Vice President and Worldwide           August 28, 1995
----------------------    Controller; (principal accounting
Joseph B. Trepani         officer)

/s/ Charles E. Adair      Director                               August 28, 1995
----------------------
Charles E. Adair

/s/ Daniel M. Doyle       Director                               August 28, 1995
----------------------
Daniel M. Doyle

/s/ Donald F. Dunn        Director                               August 28, 1995
----------------------
Donald F. Dunn

/s/ Lewis J. Dunn         Director                               August 28, 1995
----------------------
Lewis J. Dunn

/s/ Edward C. Raymund    Director; Chairman Emeritus             August 28, 1995
----------------------
Edward C. Raymund

/s/ John Y. Williams     Director                                August 28, 1995
----------------------
John Y. Williams
                                    II-7
--------------------------------------------------------------------------------
<PAGE> 9
                                       EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit                                                                Page 
Number           Description                                          Number             
-------          -----------                                          ------
<S>              <C>                                                     <C>
4.1              Tech Data Corporation Non-Employee Directors' 
                 1995 Non-Statutory Stock Option Plan
4.2              Articles of Incorporation of the Company as 
                 amended to April 23, 1986.                              *
4.3              Articles of Amendment to Articles 
                 of Incorporation of the Company filed
                 on August 27, 1987.                                     *
4.4              Articles of Amendment to Articles of Incorporation 
                 of the Company filed on July 15, 1993.                  *
4.5              By-Laws of the Company as amended to March 28, 1995.    *
5                Opinion of Schifino & Fleischer, P.A.
24-1             Consent of Schifino & Fleischer, P.A., appears in its 
                 opinion filed as Exhibit 5 hereto.
24-2             Consent of Price Waterhouse LLP.
25               Power of Attorney included on signature page.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "TECH DATA CORPORATION FORM S-8", "secsgml_size_bytes": 27201}]
1 
         As filed with the Securities and Exchange Commission on August 28, 1995
                                                          Registration No. 33-
================================================================================

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
                ----------------------------------
                            FORM S-8
                    REGISTRATION STATEMENT 
                             UNDER
                  THE SECURITIES ACT OF 1933

                ----------------------------------
                    TECH DATA CORPORATION
        (Exact name of registrant as specified in its charter)
                ----------------------------------

   Florida                               No. 59-1578329
(State of Incorporation)            (I.R.S. Employer Identification
                                                Number)
                    5350 Tech Data Drive
                  Clearwater, Florida  34620
                        (813)539-7429
(Address and Telephone Number of Registrant's Principal Executive Offices)
                 ----------------------------------

                    TECH DATA CORPORATION
                   NON-EMPLOYEE DIRECTORS'
             1995 NON-STATUTORY STOCK OPTION PLAN

                      STEVEN A. RAYMUND
             Chairman and Chief Executive Officer
                     Tech Data Corporation
        5350 Tech Data Drive, Clearwater, Florida  34620
                        (813)539-7429
    (Name, Address and Telephone Number of Agent for Service)

                          Copy To:

                   FRANK N. FLEISCHER, ESQ.
                  Schifino & Fleischer, P.A.
               One Tampa City Center, Suite 2700
                      Tampa, Florida  33602
                         (813)223-1535
                 ---------------------------
CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                     Proposed          Proposed
   Title of                         Amount            maximum           maximum         Amount of
 shares to be                        to be         offering price      aggregate      registration
  registered                       registered       per share (1)   offering price (1)     fee
--------------------------------------------------------------------------------------------------
Common Stock, $.0015 Par Value  100,000     Shares   $12.69           $1,269,000        $437.59
==================================================================================================
(1)Estimated solely for the purpose of calculating the registration fee
   and computed pursuant to Rule 457(h) and based upon the average of the 
   high and low sale prices on August 22, 1995 as reported by the Nasdaq 
   National Market System.

-------------------------------------------------------------------------------
2
                                   PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

     By this reference, the following documents filed or to be filed by Tech
Data Corporation (the "Company") with the Securities and Exchange Commission 
(the "Commission") are incorporated into and made a part of this Registration 
Statement:

       1.   The Company's Annual Report on Form 10-K for the fiscal year
            ended January 31, 1995, as filed with the Commission on 
            April 18, 1995

       2.   The Company's Quarterly Report on Form 10-Q for the quarter
            ended April 30, 1995, as filed with the Commission on 
            June 14, 1995.

       3.   The description of the Company's Common Stock set forth on
            pages 15 and 16 of the Company's Prospectus dated April 23,
            1986, as filed with the Commission under Rule 424(b) of the
            Securities Act of 1933, as amended, which was a part of the
            Company's Registration Statement on Form S-1 (Registration 
            Statement No. 33-4135) and which was incorporated by 
            reference in the Company's Registration Statement on 
            Form 8-A as filed with the Commission under the Securities 
            Exchange Act of 1934, as amended (File No. 0-14625).

       4.   All documents filed by the Company with the Commission 
            subsequent to the date of this Registration Statement under 
            Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange 
            Act of 1934, as amended, and prior to the filing of a post-
            effective amendment which indicates that all securities 
            offered have been sold or which deregisters all securities
            then remaining unsold, shall be deemed to be incorporated 
            into and made a part of this Registration Statement from the 
            date of filing of such documents with the Commission.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The validity of the Common Stock issuable by the Company under the 
Company's Non-Employee Directors' 1995 Non-Statutory Employee Stock Option 
Plan will be passed upon for the Company by Schifino & Fleischer, P.A., Tampa, 
Florida.  Members of such firm do not own any shares of the Company's 
outstanding Common Stock.

Item 6. Indemnification of Directors and Officers.

     The Florida Business Corporation Act, as amended (the "Florida Act"), 
provides that, in general, a business corporation may indemnify any person who 
is or was a party to any proceeding (other than an action by, or in the right 
of, the corporation) by reason of the fact that he or she is or was a director 
                                     II-1
--------------------------------------------------------------------------------
3

or officer of the corporation, against liability incurred in connection with 
such proceeding, including any appeal thereof, provided certain standards are 
met, including that such officer or director 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 corporation, and provided further that, with respect to any 
criminal action or proceeding, the officer or director had no reasonable cause 
to believe his or her conduct was unlawful.  In the case of proceedings by or 
in the right of the corporation, the Florida Act provides that, in general, a 
corporation may indemnify any person who was or is a party to any such 
proceeding by reason of the fact that he or she is or was a director or 
officer of the corporation against expenses and amounts paid in settlement 
actually and reasonably incurred in connection with the defense or settlement 
of such proceeding, including any appeal thereof, provided that such person 
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 corporation, except that no 
indemnification shall be made in respect of any claim as to which such person 
is adjudged liable unless a court of competent jurisdiction determines upon 
application that such person is fairly and reasonably entitled to indemnity.
To the extent that any officers or directors are successful on the merits or 
otherwise in the defense of any of the proceedings described above, the 
Florida Act provides that the corporation is required to indemnify such 
officers or directors against expenses actually and reasonably incurred in 
connection therewith.  However, the Florida Act further provides that, in 
general, indemnification or advancement of expenses shall not be made to or on 
behalf of any officer or director if a judgment or other final adjudication 
establishes that his or her actions, or omissions to act, were material to the 
cause of action so adjudicated and constitute: (i) a violation of the criminal 
law, unless the director or officer had reasonable cause to believe his or her 
conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) 
a transaction from which the director or officer derived an improper personal 
benefit; (iii) in the case of a director, a circumstance under which the 
director has voted for or assented to a distribution made in violation of the 
Florida Act or the corporation's articles of incorporation; or (iv) willful 
misconduct or a conscious disregard for the best interests of the corporation 
in a proceeding by or in the right of the corporation to procure a judgment in 
its favor or in a proceeding by or in the right of a shareholder.

     The Company's By-Laws include the following provisions:

                                   ARTICLE NINE
                                 INDEMNIFICATION

     "9.1   Under the circumstances prescribed in Section 9.3 and 9.4, the 
Corporation shall indemnify and hold harmless any person who was or is a party 
or is threatened to be made a party to any threatened, pending or completed 
action, suit or proceeding, whether civil, criminal, administrative or 
investigative (other than an action by or in the right of the Corporation) by 
reason of the fact that he is or was a Director, officer, employee or agent of 
the Corporation, or is or was serving at the request of the Corporation as a 
Director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, against expenses (include attorneys' 
fees), judgments, fines and amounts paid in settlement actually and reasonably 
incurred by him in connection with such action, suit or proceeding if he acted 
in a manner he reasonably believed to be in or not opposed to the best 
interests of the Corporation, and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe his conduct was unlawful.  The 
                                    II-2
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4

termination of any action, suit or proceeding by judgment, order, settlement, 
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of 
itself, create a presumption that the person did not act in a manner which he 
reasonably believed to be in or not opposed to the best interest of the 
Corporation, and, with respect to any criminal action or proceeding, had 
reasonable cause to believe that his conduct was unlawful.

     9.2   Under the circumstances prescribed in Section 9.3 and 9.4, the 
Corporation shall indemnify and hold harmless any person who was or is a party 
or is threatened to be made a party to any threatened, pending or completed 
action or suit by or in the right of the Corporation to procure a judgment in 
its favor by reason of the fact that he is or was a Director, officer, 
employee or agent of the Corporation, or is or was serving at the request of 
the Corporation as a Director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise against 
expenses (including attorneys' fees) actually and reasonably incurred by him 
in connection with the defense or settlement of such action if he acted in 
good faith and in a manner he reasonably believed to be in or not opposed to 
the best interests of the Corporation; except that no indemnification shall be 
made in respect of any claim, issue or matter as to which such person shall 
have been adjudged to be liable for negligence or misconduct in the 
performance of his duty to the Corporation, unless and only to the extent that 
the court in which such action or suit was brought shall determine upon 
application that, despite the adjudication of liability but in view of all the 
circumstances of the case, such person if fairly and reasonably entitled to 
indemnify for such expenses that the court shall deem proper.

     9.3   To the extent that a Director, officer, employee or agent of a 
corporation has been successful on the merits or otherwise in defense of any 
action, suit or proceeding referred to in Sections 9.1 and 9.2, or in defense 
of any claim, issue or matter therein, he shall be indemnified against 
expenses (including attorney's fees) actually and reasonably incurred by him 
in connection therewith.

     9.4   Except as provided in Section 9.3 and except as may be ordered by a 
court, any indemnification under Sections 9.1 and 9.2 shall be made by the 
Corporation only as authorized in the specific case upon a determination that 
indemnification of the Director, officer, employee or agent is proper in the 
circumstances because he has met the applicable standard of conduct set forth 
in Sections 9.1 and 9.2.  Such a determination shall be made (1) by the Board 
of Directors by a majority vote of a quorum consisting of Directors who were 
not parties to such action, suit or proceeding, or (2) if such a quorum is not 
obtainable, or, even if obtainable a quorum of disinterested Directors so 
directs, by independent legal counsel in a written opinion, or (3) by the 
affirmative vote of a majority of the shares entitled to vote thereon owned by 
persons who were not parties to such action, suit or proceeding.

     9.5   Expenses, including attorneys' fees, incurred in defending a civil 
or criminal action, suit, or proceeding may be paid by the Corporation in 
advance of the final disposition of such action, suit, or proceeding upon a 
preliminary determination following one of the procedures set forth in Section 
9.4 that the Director, officer, employee or agent met the applicable standard 
of conduct set forth in Section 9.1 or Section 9.2 or as authorized by the 
Board of Directors in the specific case and, in either event, upon receipt of 
an undertaking by or on behalf of the Director, officer, employee, or agent to 
repay such amount unless it shall ultimately be determined that he is entitled 
                                    II-3
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to be indemnified by the Corporation as authorized in this Section.

     9.6   The Corporation shall have the power to make any other or further 
indemnification of any of its Directors, officers, employees, or agents, under 
any By-Law, agreement, vote of shareholders or disinterested Directors, or 
otherwise, both as to action in his official capacity and as to action in 
another capacity while holding such office, except an indemnification against 
gross negligence or willful misconduct.

     9.7   The indemnification provided by this Article Nine shall continue as 
to a person who has ceased to be a Director, employee or agent and shall inure 
to the benefit of the heirs, executors or administrators of such a person.

     9.8   The Corporation may purchase and maintain insurance on behalf of 
any person who is or was a Director, officer, employee or agent of the 
Corporation, or is or was serving at the request of the Corporation as a 
Director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, against any liability asserted 
against himself and incurred by him in any such capacity, or arising out of 
his status as such, whether or not the Corporation would have the power to 
indemnify him against such liability under the provisions of this Article Nine.

     9.9   If any expenses or other amounts are paid by way of 
indemnification, otherwise than by court order or action by the shareholder or 
by an insurance carrier pursuant to insurance maintained by the Corporation, 
the Corporation shall, not later than the next annual meeting of shareholders 
unless such meeting is held within three months from the date of such payment, 
and, in any event, within 15 months from the date of such payment, deliver 
personally or send by first class mail to its shareholders of record at the 
time entitled to vote for the election of Directors a statement specifying the 
persons paid, the amounts paid, and the nature and status at the time of such 
payment of the litigation or threatened litigation."

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.   Exhibits and Financial Statement Schedules.

     The exhibit numbers on the following list correspond to the numbers in
 the exhibit table required pursuant to Item 601 of Regulation S-K:
Exhibit
     Number     Description
4.1(1)      --Tech Data Corporation Non-Employee Directors' 1995 Non-Statutory Stock Option Plan
     4.2(2)      --Articles of Incorporation of the Company as amended to April 23, 1986
     4.3(3)      --Articles of Amendment to Articles of Incorporation of the Company filed on August 27, 1987.
     4.4(4)      --Articles of Amendment to Articles of Incorporation of the Company filed on July 15, 1993.
     4.5(5)      --By-Laws of the Company as amended to March 28, 1995.
     5(1)        --Opinion of Schifino & Fleischer, P.A.
     24-1(1)     --Consent of Schifino & Fleischer, P.A., appears in its opinion filed as Exhibit 5 hereto.
     24-2(1)     --Consent of Price Waterhouse LLP.
     25(1)       --Power of Attorney included on signature page.
II-4
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----------------
     1.   Filed herewith.
     2.   Incorporated by reference to the Exhibits included in the
          Company's Registration Statement on Form S-1, File No. 33-
          4135.
     3.   Incorporated by reference to the Exhibits included in the
          Company's Registration Statement on Form S-1, File No. 33-
          21997.
     4.   Incorporated by reference to the Exhibits included in the
          Company's Form 10-K for the year ended January 31, 1994, File 
          No. 0-14625.
     5.   Incorporated by reference to the Exhibits included in the 
          Company's Form 10-K for the year ended January 31, 1995, File 
          No. 0-14625.

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers of 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 event 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;

        (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 (1)(i) and (1)(ii) do not apply if the 
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the registrant pursuant 
to Section 13 or 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.

     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 Section 15(d) of the 
                                    II-5
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7

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.

     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.

                  [Balance of page intentionally left blank]

                                    II-6
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8
                              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 amendment to the 
Registration Statement to be signed on its behalf by the undersigned thereunto 
duly authorized, in the City of Clearwater and State of Florida, on the 28th 
day of August, 1995.
                                      TECH DATA CORPORATION

                                      By      /s/ Steven A. Raymund,
                                            ----------------------------
                                               Steven A. Raymund,
                                        Chairman of the Board of Directors;
                                            Chief Executive Officer

                           POWER OF ATTORNEY

     Each person whose signature to this Registration Statement appears below 
hereby appoints Jeffery P. Howells and Arthur W. Singleton, or either of them, 
as his attorney-in-fact to sign on his behalf individually and in the capacity 
stated below and to file all amendments and post-effective amendments to this 
Registration Statement, and any and all instruments or documents filed as a 
part of or in connection with this Registration Statement or the amendments 
thereto, and the attorney-in-fact, or either of them, may make such changes 
and additions to this Registration Statement as the attorney-in-fact, or 
either of them, may deem necessary or appropriate.

     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. 

               Signature                Title                       Date
               ---------                -----                       ----

/s/ Steven A. Raymund     Chairman of the Board of Directors;    August 28, 1995
----------------------    Chief Executive Officer
Steven A. Raymund

/s/ A. Timothy Godwin     President; Chief Operating Officer;    August 28, 1995
---------------------     Director
A. Timothy Godwin

/s/ Jeffery P. Howells    Senior Vice President of Finance;      August 28, 1995
----------------------    Chief Financial Officer
Jeffery P. Howells        (principal financial officer)

/s/ Joseph B. Trepani     Vice President and Worldwide           August 28, 1995
----------------------    Controller; (principal accounting
Joseph B. Trepani         officer)

/s/ Charles E. Adair      Director                               August 28, 1995
----------------------
Charles E. Adair

/s/ Daniel M. Doyle       Director                               August 28, 1995
----------------------
Daniel M. Doyle

/s/ Donald F. Dunn        Director                               August 28, 1995
----------------------
Donald F. Dunn

/s/ Lewis J. Dunn         Director                               August 28, 1995
----------------------
Lewis J. Dunn

/s/ Edward C. Raymund    Director; Chairman Emeritus             August 28, 1995
----------------------
Edward C. Raymund

/s/ John Y. Williams     Director                                August 28, 1995
----------------------
John Y. Williams
                                    II-7
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                                       EXHIBIT INDEX
Exhibit                                                                Page 
Number           Description                                          Number             
-------          -----------                                          ------
4.1              Tech Data Corporation Non-Employee Directors' 
                 1995 Non-Statutory Stock Option Plan
4.2              Articles of Incorporation of the Company as 
                 amended to April 23, 1986.                              *
4.3              Articles of Amendment to Articles 
                 of Incorporation of the Company filed
                 on August 27, 1987.                                     *
4.4              Articles of Amendment to Articles of Incorporation 
                 of the Company filed on July 15, 1993.                  *
4.5              By-Laws of the Company as amended to March 28, 1995.    *
5                Opinion of Schifino & Fleischer, P.A.
24-1             Consent of Schifino & Fleischer, P.A., appears in its 
                 opinion filed as Exhibit 5 hereto.
24-2             Consent of Price Waterhouse LLP.
25               Power of Attorney included on signature page.