As filed with the Securities and Exchange Commission on May 7, 1999
                                                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 issuer 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)

                        EXECUTIVE STOCK OPTION AGREEMENT
                            (Full title of the Plan)

                             Jonathan Wolfman, Esq.
                                Hale and Dorr LLP
                                 60 State Street
                           Boston, Massachusetts 02109
                     (Name and address of agent for service)

                                 (617) 526-6000
          (Telephone number, including area code, of agent for service)
<TABLE>
                                         CALCULATION OF REGISTRATION FEE
------------------------- ---------------- --------------------------- -------------------------- ------------------
<S>                       <C>              <C>                         <C>                        <C>               

 Title of securities to      Amount to     Proposed maximum offering       Proposed maximum           Amount of
     be registered         be Registered        price per share        aggregate offering price   registration fee

      Common Stock        100,000 shares           $4.09375 *                  $409,375               $113.81 *
    $.03 1/3 par value   
------------------------- ---------------- --------------------------- -------------------------- ------------------
</TABLE>



     *    Determined in  accordance  with Rule 457(h) of the  Securities  Act of
          1933, based on the exercise price of the shares issuable hereunder.




<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 the sole  participant  under the  Registrant's  Executive  Stock Option
Agreement with Jodie K. Glore (the  "Option")  pursuant to Rule 428(b)(l) 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   Registrant  is  subject  to  the   informational   and  reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities  Exchange Act of
1934,  as amended  (the  "Exchange  Act"),  and in  accordance  therewith  files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission").  The following documents,  which are on file with
the Commission, are incorporated in this Registration Statement by reference:

         (l) The  Registrant's  latest annual report filed  pursuant to Sections
     l3(a) or 15(d) of 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 Sections l3(a) or l5(d) of the
     Exchange  Act since the end of the  fiscal  year  covered  by the  document
     referred to in (1) above.

         (3) The description of the common stock of the Registrant, $.03 1/3 par
     value per share,  contained  in a  Registration  Statement  filed under the
     Exchange  Act,  including  any amendment or report filed for the purpose of
     updating such description.

         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 shares of common stock offered
hereby  have been sold or which  deregisters  all  shares of common  stock  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.



<PAGE>



                                                         

     Item 4.  Description of Securities

         Not applicable.

     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  470,000 shares of
Common Stock of the Registrant.

     Item 6.  Indemnification

         Under  Article  Sixth  of  the  Registrant's  Restated  Certificate  of
Incorporation,  as amended, 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  l45   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 l45 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.
<PAGE>

         As permitted by Section l45,  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 undersigned Registrant hereby undertakes

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

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



<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 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
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 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.

                  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  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  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, State of Utah, on the 7th day of May, 1999.

                                               IOMEGA CORPORATION

                                                By: /s/Jodie K. Glore
                                                   ----------------------  
                                                   President and
                                                   Chief Executive Officer


<PAGE>


                                POWER OF ATTORNEY

         We, the  undersigned  officers  and  directors  of Iomega  Corporation,
hereby severally  constitute Laurie B. Keating,  Patrick J. Rondeau and Jonathan
Wolfman,  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 of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
 

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

    /s/Jodie K. Glore                                           May 7, 1999
    ----------------------    
    Jodie K. Glore          President, Chief Executive Officer and
                            Director (Principal Executive Officer)

    /s/Dan E. Strong                                            May 7, 1999
    ---------------------- 
    Dan E. Strong           Vice President, Corporate Controller and    
                            Acting Chief Financial Officer (Principal 
                            Financial and Accounting Officer)

    /s/David J. Dunn                                            May 7, 1999
    ----------------------
    David J. Dunn           Chairman of the Board of Directors


    /s/John W. Barter                                           May 7, 1999
    ----------------------
    John W. Barter          Director


    /s/Robert P. Berkowitz                                      May 7, 1999
    ----------------------
    Robert P. Berkowitz     Director


    /s/John R. Myers                                            May 7, 1999
    ----------------------
    John R. Myers           Director


                                                                May 7, 1999
    ----------------------
    M. Bernard Puckett      Director


    /s/John M. Seidl                                            May 7, 1999
    ----------------------
    John M. Seidl           Director


    /s/James E. Sierk                                            May 7, 1999
    ----------------------
    James E. Sierk          Director




<PAGE>


                                  Exhibit Index

<TABLE>


Exhibit
Number           Description
-------          ------------
<S>              <C>  


    4.1 (1)      Restated  Certificate  of Incorporation  of  the Registrant, as 
                 amended.

    4.2 (2)      Amended and Restated By-Laws of the Registrant, as amended.

    4.3 (3)      Rights  Agreement,  dated  as  of July 28, 1989,  between   the 
                 Registrant and BankBoston, as Rights Agent.

    4.4 (4)      Amendment No. 1, dated  September 24, 1990, to Rights Agreement
                 dated   as  of  July  28,  1989  between  the  Registrant   and 
                 BankBoston, as Rights Agent.

    5            Opinion of Hale and Dorr LLP.

   23.1          Consent of Hale and Dorr LLP (included in Exhibit 5).

   23.2          Consent of Arthur Andersen LLP.

   24            Power  of  Attorney  (included  on  the signature  page of this
                 Registration Statement).




                    (1)  Incorporated  herein by reference  from the Exhibits to
                         the  Registrant's  Registration  Statement  on Form S-8
                         filed  with the  Commission  on May 1,  1997  (File No.
                         333-26375).


                    (2)  Incorporated  herein by reference  from the Exhibits to
                         the Registrant's  Quarterly Report on Form 10-Q for the
                         period  ended  July 4, 1993  (File No.  000-11963),  as
                         amended  by  Exhibit B to the  Registrant's  Definitive
                         Proxy   Statement   on  Schedule  14A  filed  with  the
                         Commission on March 11, 1997 (File No. 001-12333).


                    (3)  Incorporated  herein by reference  from the Exhibits to
                         the Registrant's  Current Report on Form 8-K filed with
                         the Commission on August 12, 1989 (File No. 000-11963).


                    (4)  Incorporated  herein by reference  from the Exhibits to
                         the  Registrant's  Amendment No. l to Current Report on
                         Form 8-K filed with the  Commission  on  September  25,
                         1990 (File No. 000-11063).


</TABLE>


<PAGE>









                                                                      Exhibit 5
                                HALE AND DORR LLP
                               COUNSELLORS AT LAW
                  60 State Street, Boston, Massachusetts 02109
                         617-526-6000  FAX 617-526-5000


                                   May 7, 1999


Iomega Corporation
1821 West 4000 South
Roy, Utah 84067

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         This  opinion is  furnished to you in  connection  with a  Registration
Statement on Form S-8 (the  "Registration  Statement") filed with the Securities
and Exchange  Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of 100,000 shares of Common
Stock,  $.03 1/3 par value per share (the "Shares"),  of Iomega  Corporation,  a
Delaware  corporation (the "Company"),  issuable under the  non-statutory  stock
option granted to Jodie K. Glore (the "Option").

         We have examined the Restated  Certificate of Incorporation and By-Laws
of the Company, and all amendments thereto,  and originals,  or copies certified
to our  satisfaction,  of all pertinent records of the meetings of the directors
and  stockholders  of the Company,  the  Registration  Statement  and such other
documents relating to the Company as we have deemed material for the purposes of
this opinion.

         In  examination  of  the  foregoing  documents,  we  have  assumed  the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.



<PAGE>


Iomega Corporation
May 7, 1999
Page 2


         We  express  no  opinion  herein  as  to  the  laws  of  any  state  or
jurisdiction other than the state laws of the Commonwealth of Massachusetts, the
Delaware  General  Corporation  Law and the federal laws of the United States of
America.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly  authorized  for issuance and the Shares,  when issued and
paid for in  accordance  with the terms of the Option,  will be validly  issued,
fully paid and nonassessable.

         It is  understood  that this  opinion is to be used only in  connection
with the offer and sale of the Shares  while the  Registration  Statement  is in
effect.

         Please note that we are opining  only as to the matters  expressly  set
forth herein, and no opinion should be inferred as to any other matters.

         We hereby  consent to the filing of this opinion with the Commission as
an exhibit to the Registration  Statement in accordance with the requirements of
Items  601(b)(5) and 601(b)(23) of Regulation  S-K under the Securities  Act. In
giving  such  consent,  we do not hereby  admit that we are in the  category  of
persons whose consent is required  under Section 7 of the  Securities Act or the
rules and regulations of the Commission.

                                Very truly yours,

                                /s/Hale and Dorr LLP
                                ----------------------   
                                HALE AND DORR LLP



<PAGE>



                                                                   Exhibit 23.2



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

         As   independent   public   accountants,   we  hereby  consent  to  the
incorporation  by  reference in this  registration  statement on Form S-8 of our
reports dated January 19, 1999 included or  incorporated  by reference in Iomega
Corporation's  Annual Report on Form 10-K for the fiscal year ended December 31,
1998 and to all references to our Firm included in this registration statement.


/s/ ARTHUR ANDERSEN LLP
------------------------
ARTHUR ANDERSEN LLP

Salt Lake City, Utah
May 7, 1999

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23641}]
{"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": "333-78047", "film-number": "99614199"}, "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 May 7, 1999
                                                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 issuer 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)

                        EXECUTIVE STOCK OPTION AGREEMENT
                            (Full title of the Plan)

                             Jonathan Wolfman, Esq.
                                Hale and Dorr LLP
                                 60 State Street
                           Boston, Massachusetts 02109
                     (Name and address of agent for service)

                                 (617) 526-6000
          (Telephone number, including area code, of agent for service)

                                         CALCULATION OF REGISTRATION FEE
------------------------- ---------------- --------------------------- -------------------------- ------------------
Title of securities to      Amount to     Proposed maximum offering       Proposed maximum           Amount of
     be registered         be Registered        price per share        aggregate offering price   registration fee

      Common Stock        100,000 shares           $4.09375 *                  $409,375               $113.81 *
    $.03 1/3 par value   
------------------------- ---------------- --------------------------- -------------------------- ------------------
*    Determined in  accordance  with Rule 457(h) of the  Securities  Act of
          1933, based on the exercise price of the shares issuable hereunder.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  information  required by Part I is included in  documents  sent or
given to the sole  participant  under the  Registrant's  Executive  Stock Option
Agreement with Jodie K. Glore (the  "Option")  pursuant to Rule 428(b)(l) 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   Registrant  is  subject  to  the   informational   and  reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities  Exchange Act of
1934,  as amended  (the  "Exchange  Act"),  and in  accordance  therewith  files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission").  The following documents,  which are on file with
the Commission, are incorporated in this Registration Statement by reference:

         (l) The  Registrant's  latest annual report filed  pursuant to Sections
     l3(a) or 15(d) of 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 Sections l3(a) or l5(d) of the
     Exchange  Act since the end of the  fiscal  year  covered  by the  document
     referred to in (1) above.

         (3) The description of the common stock of the Registrant, $.03 1/3 par
     value per share,  contained  in a  Registration  Statement  filed under the
     Exchange  Act,  including  any amendment or report filed for the purpose of
     updating such description.

         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 shares of common stock offered
hereby  have been sold or which  deregisters  all  shares of common  stock  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

         Not applicable.

     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  470,000 shares of
Common Stock of the Registrant.

     Item 6.  Indemnification

         Under  Article  Sixth  of  the  Registrant's  Restated  Certificate  of
Incorporation,  as amended, 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  l45   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 l45 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 l45,  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 undersigned Registrant hereby undertakes

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

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

                  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  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  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, State of Utah, on the 7th day of May, 1999.

                                               IOMEGA CORPORATION

                                                By: /s/Jodie K. Glore
                                                   ----------------------  
                                                   President and
                                                   Chief Executive Officer
POWER OF ATTORNEY

         We, the  undersigned  officers  and  directors  of Iomega  Corporation,
hereby severally  constitute Laurie B. Keating,  Patrick J. Rondeau and Jonathan
Wolfman,  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 of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
 

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

    /s/Jodie K. Glore                                           May 7, 1999
    ----------------------    
    Jodie K. Glore          President, Chief Executive Officer and
                            Director (Principal Executive Officer)

    /s/Dan E. Strong                                            May 7, 1999
    ---------------------- 
    Dan E. Strong           Vice President, Corporate Controller and    
                            Acting Chief Financial Officer (Principal 
                            Financial and Accounting Officer)

    /s/David J. Dunn                                            May 7, 1999
    ----------------------
    David J. Dunn           Chairman of the Board of Directors

    /s/John W. Barter                                           May 7, 1999
    ----------------------
    John W. Barter          Director

    /s/Robert P. Berkowitz                                      May 7, 1999
    ----------------------
    Robert P. Berkowitz     Director

    /s/John R. Myers                                            May 7, 1999
    ----------------------
    John R. Myers           Director

                                                                May 7, 1999
    ----------------------
    M. Bernard Puckett      Director

    /s/John M. Seidl                                            May 7, 1999
    ----------------------
    John M. Seidl           Director

    /s/James E. Sierk                                            May 7, 1999
    ----------------------
    James E. Sierk          Director
Exhibit Index

Exhibit
Number           Description
-------          ------------
4.1 (1)      Restated  Certificate  of Incorporation  of  the Registrant, as 
                 amended.

    4.2 (2)      Amended and Restated By-Laws of the Registrant, as amended.

    4.3 (3)      Rights  Agreement,  dated  as  of July 28, 1989,  between   the 
                 Registrant and BankBoston, as Rights Agent.

    4.4 (4)      Amendment No. 1, dated  September 24, 1990, to Rights Agreement
                 dated   as  of  July  28,  1989  between  the  Registrant   and 
                 BankBoston, as Rights Agent.

    5            Opinion of Hale and Dorr LLP.

   23.1          Consent of Hale and Dorr LLP (included in Exhibit 5).

   23.2          Consent of Arthur Andersen LLP.

   24            Power  of  Attorney  (included  on  the signature  page of this
                 Registration Statement).

                    (1)  Incorporated  herein by reference  from the Exhibits to
                         the  Registrant's  Registration  Statement  on Form S-8
                         filed  with the  Commission  on May 1,  1997  (File No.
                         333-26375).

                    (2)  Incorporated  herein by reference  from the Exhibits to
                         the Registrant's  Quarterly Report on Form 10-Q for the
                         period  ended  July 4, 1993  (File No.  000-11963),  as
                         amended  by  Exhibit B to the  Registrant's  Definitive
                         Proxy   Statement   on  Schedule  14A  filed  with  the
                         Commission on March 11, 1997 (File No. 001-12333).

                    (3)  Incorporated  herein by reference  from the Exhibits to
                         the Registrant's  Current Report on Form 8-K filed with
                         the Commission on August 12, 1989 (File No. 000-11963).

                    (4)  Incorporated  herein by reference  from the Exhibits to
                         the  Registrant's  Amendment No. l to Current Report on
                         Form 8-K filed with the  Commission  on  September  25,
                         1990 (File No. 000-11063).
Exhibit 5
                                HALE AND DORR LLP
                               COUNSELLORS AT LAW
                  60 State Street, Boston, Massachusetts 02109
                         617-526-6000  FAX 617-526-5000

                                   May 7, 1999

Iomega Corporation
1821 West 4000 South
Roy, Utah 84067

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         This  opinion is  furnished to you in  connection  with a  Registration
Statement on Form S-8 (the  "Registration  Statement") filed with the Securities
and Exchange  Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of 100,000 shares of Common
Stock,  $.03 1/3 par value per share (the "Shares"),  of Iomega  Corporation,  a
Delaware  corporation (the "Company"),  issuable under the  non-statutory  stock
option granted to Jodie K. Glore (the "Option").

         We have examined the Restated  Certificate of Incorporation and By-Laws
of the Company, and all amendments thereto,  and originals,  or copies certified
to our  satisfaction,  of all pertinent records of the meetings of the directors
and  stockholders  of the Company,  the  Registration  Statement  and such other
documents relating to the Company as we have deemed material for the purposes of
this opinion.

         In  examination  of  the  foregoing  documents,  we  have  assumed  the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
Iomega Corporation
May 7, 1999
Page 2

         We  express  no  opinion  herein  as  to  the  laws  of  any  state  or
jurisdiction other than the state laws of the Commonwealth of Massachusetts, the
Delaware  General  Corporation  Law and the federal laws of the United States of
America.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly  authorized  for issuance and the Shares,  when issued and
paid for in  accordance  with the terms of the Option,  will be validly  issued,
fully paid and nonassessable.

         It is  understood  that this  opinion is to be used only in  connection
with the offer and sale of the Shares  while the  Registration  Statement  is in
effect.

         Please note that we are opining  only as to the matters  expressly  set
forth herein, and no opinion should be inferred as to any other matters.

         We hereby  consent to the filing of this opinion with the Commission as
an exhibit to the Registration  Statement in accordance with the requirements of
Items  601(b)(5) and 601(b)(23) of Regulation  S-K under the Securities  Act. In
giving  such  consent,  we do not hereby  admit that we are in the  category  of
persons whose consent is required  under Section 7 of the  Securities Act or the
rules and regulations of the Commission.

                                Very truly yours,

                                /s/Hale and Dorr LLP
                                ----------------------   
                                HALE AND DORR LLP
Exhibit 23.2

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

         As   independent   public   accountants,   we  hereby  consent  to  the
incorporation  by  reference in this  registration  statement on Form S-8 of our
reports dated January 19, 1999 included or  incorporated  by reference in Iomega
Corporation's  Annual Report on Form 10-K for the fiscal year ended December 31,
1998 and to all references to our Firm included in this registration statement.

/s/ ARTHUR ANDERSEN LLP
------------------------
ARTHUR ANDERSEN LLP

Salt Lake City, Utah
May 7, 1999