As filed with the Securities and Exchange Commission
                              on December 10, 1997
                                                    Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

                        1998 Employee Stock Purchase Plan
                 1998 International Employee Stock Purchase Plan
                            (Full title of the plan)

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

                     (Name and address of agent for service)

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

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


                         CALCULATION OF REGISTRATION FEE
<TABLE>

--------------------------------------------------------------------------------
<CAPTION>
                                                                                    
                                                       Proposed maximum            Proposed maximum         Amount of
Title of securities          Amount to be             offering price per          aggregate offering      registration
to be registered              registered                      share                     price                 fee
---------------------------------------------------------------------------------------------------------------------
<S>                           <C>                        <C>                       <C>                      <C>   

Common Stock,                
$0.031/3 par value
(including the
associated Stock
Purchase Rights)              3,000,000                  $30.75(1)                 $92,250,000(1)           $27,225
=====================================================================================================================

(1)      Estimated solely for the purpose of calculating the  registration  fee,
         and based  upon the  average  of the high and low  prices of the Common
         Stock on the New York Stock Exchange on December 8, 1997 in accordance
         with Rules 457(c) and 457(h) of the Securities Act of 1933.
-------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>



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

                  The  information  required by Part I is included in  documents
sent or given to participants in the  Registrant's  1998 Employee Stock Purchase
Plan and 1998  International  Employee  Stock  Purchase  Plan  pursuant  to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference

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

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

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

                  (3) The  description  of the common  stock of the  Registrant,
         $0.031/3  par value per share (the  "Common  Stock"),  contained in the
         Registration  Statement  on Form 8-A  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.



                                        2

<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  187,500
shares of Common Stock of the Registrant.

Item 6.           Indemnification of Directors and Officers
                  -----------------------------------------
                  Under Article Sixth of the Registrant's  Restated  Certificate
of Incorporation and Article Fifth of the Registrant's  By-Laws, each person who
is a  director  or  officer  of  the  Registrant  shall  be  indemnified  by the
Registrant  to  the  full  extent  permitted  by  Section  145  of  the  General
Corporation Law of Delaware ("Section 145").

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

                                        3

<PAGE>



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

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

Item 7.           Exemption from Registration Claimed
                  -----------------------------------

                  Not applicable.


Item 8.           Exhibits
                  --------

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


Item 9.           Undertakings
                  ------------

         1.       The Registrant hereby undertakes:

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

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

                           (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

                                        4

<PAGE>



                  Statement or any material  change to such  information  in the
                  Registration Statement; provided, however, that paragraphs (i)
                  and (ii) do not apply if the Registration Statement is on Form
                  S-3 or Form S-8, and the  information  required to be included
                  in a post-effective amendment by those paragraphs is contained
                  in periodic  reports filed with or furnished to the Commission
                  by the  Registrant  pursuant to Section 13 or Section 15(d) of
                  the  Exchange  Act that are  incorporated  by reference in the
                  Registration Statement.

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

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

                  2. The  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering  of such  securities  at that time shall be deemed to be in the initial
bona fide offering thereof.

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



                                        5

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Roy, Utah, on the 10th day of December, 1997.


                                              IOMEGA CORPORATION



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




                                        6

<PAGE>




                                POWER OF ATTORNEY

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

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


    Signature                       Title                          Date

/s/ Kim B. Edwards        President, Chief Executive         November 24, 1997
Kim B. Edwards            Officer and Director (Principal
                          Executive Officer)

/s/ Leonard C. Purkis     Senior Vice President, Finance     November 24, 1997
Leonard C. Purkis         and Chief Financial Officer
                          (Principal Financial and
                          Accounting Officer)

/s/David J. Dunn          Chairman of the Board of          November 21, 1997
David J. Dunn             Directors

__________________        Director                          November __, 1997
David Duke

____________________      Director                          November __, 1997
Willem H.J. Andersen

/s/R.P. Berkowitz         Director                          November 21, 1997
Robert P. Berkowitz

/s/ Michael J. Kucha      Director                          November 21, 1997
--------------------
Michael J. Kucha


                                                         7

<PAGE>



   Signature                  Title                                 Date

/s/ John R. Myers         Director                          November 21, 1997
-----------------
John R. Myers

/s/ John E. Nolan, Jr.    Director                          November 23, 1997
---------------------
John E. Nolan, Jr.

/s/ John E, Sheehan       Director                          November 24, 1997
-------------------
The Hon. John E. Sheehan

/s/ James A. Sierk        Director                          November 21, 1997
------------------
James A. Sierk


                                        8

<PAGE>


                                  Exhibit Index



Exhibit
Number           Description
4.1(1)           Restated Certificate of Incorporation of the Registrant, as
                 amended.
4.2(1)           By-Laws of the Registrant, as amended
4.3(2)           Rights Agreement, dated as of July 28, 1989, between the
                 Registrant and BankBoston, as Rights Agent
4.4(3)           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 (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
      Quarterly Report on Form 10-Q for the period ended June 29, 1997.

(2)   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.

(3)   Incorporated  herein by  reference  to the  Exhibits  to the  Registrant's
      Amendment No. 1 to Current Report on Form 8-K filed with the Commission on
      September 25, 1990.




                                        9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8, 1998 EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 20299}]
{"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": "333-41955", "film-number": "97735943"}, "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 December 10, 1997
                                                    Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

                        1998 Employee Stock Purchase Plan
                 1998 International Employee Stock Purchase Plan
                            (Full title of the plan)

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

                     (Name and address of agent for service)

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

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

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
Proposed maximum            Proposed maximum         Amount of
Title of securities          Amount to be             offering price per          aggregate offering      registration
to be registered              registered                      share                     price                 fee
---------------------------------------------------------------------------------------------------------------------
Common Stock,                
$0.031/3 par value
(including the
associated Stock
Purchase Rights)              3,000,000                  $30.75(1)                 $92,250,000(1)           $27,225
=====================================================================================================================

(1)      Estimated solely for the purpose of calculating the  registration  fee,
         and based  upon the  average  of the high and low  prices of the Common
         Stock on the New York Stock Exchange on December 8, 1997 in accordance
         with Rules 457(c) and 457(h) of the Securities Act of 1933.
-------------------------------------------------------------------------------------------------------------------
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The  information  required by Part I is included in  documents
sent or given to participants in the  Registrant's  1998 Employee Stock Purchase
Plan and 1998  International  Employee  Stock  Purchase  Plan  pursuant  to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference

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

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

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

                  (3) The  description  of the common  stock of the  Registrant,
         $0.031/3  par value per share (the  "Common  Stock"),  contained in the
         Registration  Statement  on Form 8-A  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.

                                        2
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  187,500
shares of Common Stock of the Registrant.

Item 6.           Indemnification of Directors and Officers
                  -----------------------------------------
                  Under Article Sixth of the Registrant's  Restated  Certificate
of Incorporation and Article Fifth of the Registrant's  By-Laws, each person who
is a  director  or  officer  of  the  Registrant  shall  be  indemnified  by the
Registrant  to  the  full  extent  permitted  by  Section  145  of  the  General
Corporation Law of Delaware ("Section 145").

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

                                        3
The Registrant has entered into indemnification agreements with each of
its directors which supplement or clarify the statutory indemnity  provisions of
Section 145 in the following respects:  (i) the presumption that the director or
officer  met the  applicable  standard  of  conduct  is  established,  (ii)  the
advancement  of litigation  expenses is provided upon request if the director or
officer  agrees  to repay  them if it is  ultimately  determined  that he is not
entitled to indemnification for them, (iii) indemnity is explicitly provided for
settlements of derivative actions,  (iv) the director or officer is permitted to
petition a court to determine whether his actions met the standard required, and
(v)  partial  indemnification  is  permitted  in the event that the  director or
officer is not entitled to full indemnification.

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

Item 7.           Exemption from Registration Claimed
                  -----------------------------------

                  Not applicable.

Item 8.           Exhibits
                  --------

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

Item 9.           Undertakings
                  ------------

         1.       The Registrant hereby undertakes:

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

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

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

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the Registration

                                        4
Statement or any material  change to such  information  in the
                  Registration Statement; provided, however, that paragraphs (i)
                  and (ii) do not apply if the Registration Statement is on Form
                  S-3 or Form S-8, and the  information  required to be included
                  in a post-effective amendment by those paragraphs is contained
                  in periodic  reports filed with or furnished to the Commission
                  by the  Registrant  pursuant to Section 13 or Section 15(d) of
                  the  Exchange  Act that are  incorporated  by reference in the
                  Registration Statement.

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

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

                  2. The  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering  of such  securities  at that time shall be deemed to be in the initial
bona fide offering thereof.

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

                                        5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Roy, Utah, on the 10th day of December, 1997.

                                              IOMEGA CORPORATION

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

                                        6
POWER OF ATTORNEY

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

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

    Signature                       Title                          Date

/s/ Kim B. Edwards        President, Chief Executive         November 24, 1997
Kim B. Edwards            Officer and Director (Principal
                          Executive Officer)

/s/ Leonard C. Purkis     Senior Vice President, Finance     November 24, 1997
Leonard C. Purkis         and Chief Financial Officer
                          (Principal Financial and
                          Accounting Officer)

/s/David J. Dunn          Chairman of the Board of          November 21, 1997
David J. Dunn             Directors

__________________        Director                          November __, 1997
David Duke

____________________      Director                          November __, 1997
Willem H.J. Andersen

/s/R.P. Berkowitz         Director                          November 21, 1997
Robert P. Berkowitz

/s/ Michael J. Kucha      Director                          November 21, 1997
--------------------
Michael J. Kucha

                                                         7
Signature                  Title                                 Date

/s/ John R. Myers         Director                          November 21, 1997
-----------------
John R. Myers

/s/ John E. Nolan, Jr.    Director                          November 23, 1997
---------------------
John E. Nolan, Jr.

/s/ John E, Sheehan       Director                          November 24, 1997
-------------------
The Hon. John E. Sheehan

/s/ James A. Sierk        Director                          November 21, 1997
------------------
James A. Sierk

                                        8
Exhibit Index

Exhibit
Number           Description
4.1(1)           Restated Certificate of Incorporation of the Registrant, as
                 amended.
4.2(1)           By-Laws of the Registrant, as amended
4.3(2)           Rights Agreement, dated as of July 28, 1989, between the
                 Registrant and BankBoston, as Rights Agent
4.4(3)           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 (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
      Quarterly Report on Form 10-Q for the period ended June 29, 1997.

(2)   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.

(3)   Incorporated  herein by  reference  to the  Exhibits  to the  Registrant's
      Amendment No. 1 to Current Report on Form 8-K filed with the Commission on
      September 25, 1990.

                                        9