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)

                            1997 STOCK INCENTIVE PLAN
                            (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>

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

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

        Common Stock           8,500,000 shares              $4.84375                      $41,171,875               $11,445.79 *
     $.03 1/3 par value
----------------------------- -------------------- ------------------------------ ----------------------------- -------------------
</TABLE>

*    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 May 5, 1999 in accordance  with Rules 457(c)
     and 457(h) of the Securities Act of 1933, as amended.




<PAGE>


         This  Registration  Statement on Form S-8 incorporates by reference the
contents of the Registration  Statement on Form S-8 (File No. 333-26375),  filed
by the  Registrant  on May 1,  1997,  relating  to the  Registrant's  1997 Stock
Incentive Plan.


<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>
<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 8,500,000  shares of
Common  Stock,  $.03  1/3  par  value  per  share  (the  "Shares"),   of  Iomega
Corporation,  a  Delaware  corporation  (the  "Company"),   issuable  under  the
Company's 1997 Stock Incentive Plan (the "Plan").

         We have examined the Restated  Certificate of Incorporation and Amended
and Restated 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.

         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.


<PAGE>


         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 Plan, will be validly  issued,
fully  paid and nonassessable. It is understood that this opinion is to  be used
only   inconnection  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
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 1997 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 12918}]
{"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": "333-78079", "film-number": "99614458"}, "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)

                            1997 STOCK INCENTIVE PLAN
                            (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)

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

        Common Stock           8,500,000 shares              $4.84375                      $41,171,875               $11,445.79 *
     $.03 1/3 par value
----------------------------- -------------------- ------------------------------ ----------------------------- -------------------
*    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 May 5, 1999 in accordance  with Rules 457(c)
     and 457(h) of the Securities Act of 1933, as amended.
This  Registration  Statement on Form S-8 incorporates by reference the
contents of the Registration  Statement on Form S-8 (File No. 333-26375),  filed
by the  Registrant  on May 1,  1997,  relating  to the  Registrant's  1997 Stock
Incentive Plan.
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
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 8,500,000  shares of
Common  Stock,  $.03  1/3  par  value  per  share  (the  "Shares"),   of  Iomega
Corporation,  a  Delaware  corporation  (the  "Company"),   issuable  under  the
Company's 1997 Stock Incentive Plan (the "Plan").

         We have examined the Restated  Certificate of Incorporation and Amended
and Restated 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.

         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 Plan, will be validly  issued,
fully  paid and nonassessable. It is understood that this opinion is to  be used
only   inconnection  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