As filed with the Securities and Exchange Commission on May 15, 1998
                                           Registration No. 333-_____________
==============================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                               ------------
                                 FORM S-8
                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933

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

                             INGRAM MICRO INC.
            (Exact name of issuer as specified in its charter)

        Delaware                         5045                   62-1644402
(State or other jurisdiction  (Primary Standard Industrial   (I.R.S. Employer
   of incorporation or         Classification Code Number)  Identification No.)
     organization)
                         1600 E. St. Andrew Place
                           Santa Ana, CA  92705
                              (714) 566-1000
                 (Address of principal executive offices)

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

                             INGRAM MICRO INC.
                        1998 EQUITY INCENTIVE PLAN
                         (Full title of the plan)

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

                       James E. Anderson, Jr., Esq.
                 Senior Vice President and General Counsel
                             Ingram Micro Inc.
                         1600 E. St. Andrew Place
                           Santa Ana, CA  92705
                  (Name and address of agent for service)

Telephone number, including area code, of agent for service: (714) 566-1000

                                 Copy to:
                       Winthrop B. Conrad, Jr., Esq.
                           Davis Polk & Wardwell
                           450 Lexington Avenue
                            New York, NY  10017
                              (212) 450-4000

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

                      CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================================================================
                                                             Proposed                  Proposed
                                                              Maximum                   Maximum                 Amount of
Title of Securities               Amount to be            Offering Price               Aggregate              Registration
to be Registered                 Registered (1)            per Share (2)          Offering Price (2)               Fee
--------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                       <C>                     <C>                         <C>
Class A Common Stock            15,000,000 shares         $46.81                  $702,150,000                $207,135
(par value $0.01 per
share)
==========================================================================================================================

(1) Plus an indeterminate number of additional shares which may be offered and
    issued to prevent dilution resulting from stock splits, stock dividends
    or similar transactions.
(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
    amended, solely for the purpose of computing the registration fee,
    based upon the average of the high and low prices of the securities
    being registered hereby on the New York Stock Exchange Composite
    Transaction Tape on May 8, 1998.
</TABLE>
------------------------------------------------------------------------------

         This Registration Statement Includes a Total of 24 Pages.
                         Exhibit Index on Page 8.




                                  PART I

     The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended (the "1933 Act"), and are
incorporated herein by reference.

ITEM 1. PLAN INFORMATION

     This information required to be provided to participants pursuant to
this Item is set forth in the Prospectus for the Ingram Micro Inc. 1998
Equity Incentive Plan, together with the Ingram Micro Inc. 1998 Equity
Incentive Plan, attached to the Prospectus as Exhibit A thereto.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The written statement required to be provided to participants pursuant
to this Item is set forth in the Prospectus referenced in Item 1 above.


                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Ingram Micro Inc.  (the "Registrant") hereby files this Registration
Statement with the Securities and Exchange Commission (the "Commission") on
Form S-8 to register 15,000,000 shares of the Registrant's Class A Common
Stock, par value $.01 per share ("Class A Common Stock"), for issuance
pursuant to the Registrant's 1998 Equity Incentive Plan (the "Plan") and
such indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions pursuant to the Plan.

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed with the Commission pursuant to the
Securities and Exchange Act of 1934, as amended (the "1934 Act"),
(Commission 1934 Act File Number 001-12203) are incorporated by reference
herein:

     (1)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended January 3, 1998.

     (2)  All other reports filed with the Commission by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent
to the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.

     (3)  The description of the Registrant's Class A Common Stock
contained in the Registrant's 1934 Act registration statement on Form 8-A
dated September 19, 1996, filed with the Commission pursuant to Section 13
of the 1934 Act, including any amendment thereto or report filed for the
purpose of updating such description.

     Any statement contained herein or made 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 is also incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such 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, see Item 3(3) above.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     James E.  Anderson, Jr., the Registrant's General Counsel, owns
directly and indirectly securities of the Registrant, and options to
purchase such securities, with a fair market value in excess of $50,000.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Reference is made to section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which enables a corporation in its
certificate of incorporation to eliminate or limit the personal liability
of a director for violations of the director's fiduciary duty, except (i)
for breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to
section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions) or (iv)
for any transaction from which a director derived an improper personal
benefit.  The Registrant's certificate of incorporation eliminates the
liability of directors to the fullest extent permitted by Delaware Law.


     Reference is made to section 145 of the DGCL which provides that a
corporation may indemnify directors and officers as well as other employees
and agents against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement in connection with specified actions, suits
or proceedings, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) (a "derivative
action")) if they act in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful.  A similar standard is applicable in
the case of derivative actions, except that indemnification only extends to
expenses (including attorney's fees) incurred in connection with defense or
settlement of such action, and the statute requires court approval before
there can be indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement
or otherwise.  The Registrant's certificate of incorporation provides for
indemnification of its directors, officers, employees and agents to the
fullest extent permitted by Delaware law.

     In addition, the Registrant has purchased and maintains directors' and
officers' liability insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8. EXHIBITS

Exhibit Number   Exhibit
--------------   -------

4.01             Certificate of Incorporation of the Registrant.
                 (Incorporated herein by reference to Exhibit 1.01 to the
                 Registrant's 1933 Act Registration Statement on Form S-1,
                 File No. 333-09453).*

4.02             Amended and Restated Bylaws of the Registrant.
                 (Incorporated herein by reference to Exhibit 3.02 to the
                 Registrant's Form 10-K for the fiscal year ended January
                 3, 1998).*

5.01             Opinion of General Counsel of the Registrant.

23.01            Consent of Independent Public Accountants - Price
                 Waterhouse LLP.

23.02            Consent of General Counsel of the Registrant (included in
                 opinion filed as Exhibit 5.01).

24.01            Powers of Attorney (included on the signature page of this
                 registration statement).

99.01            Form of the Ingram Micro Inc. 1998 Equity Incentive Plan.

------------
*  Incorporated by reference.

ITEM 9. UNDERTAKINGS

     (a) 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 of 1933;

              (ii)  To reflect in the prospectus any facts or events
arising after the effective date of this 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
this Registration Statement.  Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
this Registration Statement; and

             (iii)  To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, 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 Securities Exchange Act of 1934 that are incorporated
by reference into this Registration Statement;

          (2)  That for the purpose of determining any liability under the
1933 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; and

          (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.

     (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's Annual Report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and where applicable, each
filing of the Plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or 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 1933 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 1933 Act and will be governed by the
final adjudication of such issue.

                                  EXPERTS

      The financial statements incorporated in this Form S-8 by reference
to the Annual Report on Form 10-K of Ingram Micro Inc. for the year ended
January 3, 1998, have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

                               LEGAL MATTERS

     The validity of the Class A Common Stock offered hereunder has been
passed upon by the Registrant's General Counsel.

                                SIGNATURES

     The Registrant.  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 Santa Ana, State of
California, on this 15th day of May, 1998.


                                        INGRAM MICRO INC.


                                        By   /s/ James E. Anderson, Jr.
                                           ---------------------------------
                                           James E. Anderson, Jr.
                                           Senior Vice President, Secretary
                                           and General Counsel



                             POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, constitutes and appoints Jerre L. Stead, Michael J.
Grainger and James E. Anderson, Jr. and each of them, our true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, to do any and all acts and things and execute, in the name
of the undersigned, any and all instruments which said attorneys-in-fact
and agents may deem necessary or advisable in order to enable Ingram Micro
Inc. to comply with the Securities Act of 1933 and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with
the filing with the Securities and Exchange Commission of the registration
statement on Form S-8 under the Securities Act of 1933, including
specifically but without limitation, power and authority to sign the name
of the undersigned to such registration statement, and any amendments to
such registration statement (including post-effective amendments), and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, to sign any and all
applications, registration statements, notices or other documents necessary
or advisable to comply with applicable state securities laws, and to file
the same, together with other documents in connection therewith with the
appropriate state securities authorities, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and to
perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully and to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, and any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

Signature                                    Title                                                     Date
---------                                    -----                                                     ----
<S>                                          <C>                                                       <C>

  /s/ Jerre L. Stead                         Chief Executive Officer (Principal Executive Officer);    May 15, 1998
------------------------------------------   Chairman of the Board
Jerre L. Stead


  /s/ Michael J. Grainger                    Executive Vice President and Worldwide Chief Financial    May 15, 1998
------------------------------------------   Officer (Principal Financial Officer and Principal
Michael J. Grainger                          Accounting Officer)

  /s/ Martha R. Ingram                       Director                                                  May 15, 1998
------------------------------------------
Martha R. Ingram

  /s/ John R. Ingram                         Director                                                  May 15, 1998
------------------------------------------
John R. Ingram

  /s/ David B. Ingram                        Director                                                  May 15, 1998
------------------------------------------
David B. Ingram

  /s/ Don H. Davis, Jr.                      Director                                                  May 15, 1998
------------------------------------------
Don H. Davis, Jr.

  /s/ Philip M. Pfeffer                      Director                                                  May 15, 1998
------------------------------------------
Philip M. Pfeffer

  /s/ J. Phillip Samper                      Director                                                  May 15, 1998
------------------------------------------
J. Phillip Samper

  /s/ Joe B. Wyatt                           Director                                                  May 15, 1998
------------------------------------------
Joe B. Wyatt
</TABLE>




                             INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit                                                                                    Sequentially
Number        Exhibit                                                                      Numbered Page
-------       -------                                                                      -------------
<S>           <C>                                                                          <C>

  4.01        Certificate of Incorporation of the Registrant.  (Incorporated herein               *
              by reference to Exhibit 1.01 to the Registrant's 1933 Act Registration
              Statement on Form S-1, File No. 333-09453).*

  4.02        Amended and Restated Bylaws of the Registrant.  (Incorporated                       *
              herein by reference to Exhibit 3.02 to the Registrant's Form 10-K for
              the fiscal year ended January 3, 1998).*

  5.01        Opinion of the Registrant's General Counsel.                                       10

 23.01        Consent of Independent Public Accountants - Price Waterhouse LLP.                  12

 23.02        Consent of the Registrant's General Counsel (included in his opinion               10
              filed as Exhibit 5.01).

 24.01        Powers of Attorney (included on the signature page of this                          7
              registration statement).

 99.01        Form of the Ingram Micro Inc. 1998 Equity Incentive Plan.                          14


------------
*    Incorporated by reference.

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22446}]
{"company-data": {"conformed-name": "INGRAM MICRO INC", "cik": "0001018003", "assigned-sic": "5045", "irs-number": "621644402", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52807", "film-number": "98624962"}, "business-address": {"street1": "1600 E ST ANDREW PLACE", "city": "SANTA ANA", "state": "CA", "zip": "92705", "phone": "7145661000"}, "mail-address": {"street1": "1600 E ST ANDREW PLACE", "city": "SANTA ANA", "state": "CA", "zip": "92705"}}
As filed with the Securities and Exchange Commission on May 15, 1998
                                           Registration No. 333-_____________
==============================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                               ------------
                                 FORM S-8
                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933

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

                             INGRAM MICRO INC.
            (Exact name of issuer as specified in its charter)

        Delaware                         5045                   62-1644402
(State or other jurisdiction  (Primary Standard Industrial   (I.R.S. Employer
   of incorporation or         Classification Code Number)  Identification No.)
     organization)
                         1600 E. St. Andrew Place
                           Santa Ana, CA  92705
                              (714) 566-1000
                 (Address of principal executive offices)

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

                             INGRAM MICRO INC.
                        1998 EQUITY INCENTIVE PLAN
                         (Full title of the plan)

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

                       James E. Anderson, Jr., Esq.
                 Senior Vice President and General Counsel
                             Ingram Micro Inc.
                         1600 E. St. Andrew Place
                           Santa Ana, CA  92705
                  (Name and address of agent for service)

Telephone number, including area code, of agent for service: (714) 566-1000

                                 Copy to:
                       Winthrop B. Conrad, Jr., Esq.
                           Davis Polk & Wardwell
                           450 Lexington Avenue
                            New York, NY  10017
                              (212) 450-4000

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

                      CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                             Proposed                  Proposed
                                                              Maximum                   Maximum                 Amount of
Title of Securities               Amount to be            Offering Price               Aggregate              Registration
to be Registered                 Registered (1)            per Share (2)          Offering Price (2)               Fee
--------------------------------------------------------------------------------------------------------------------------
Class A Common Stock            15,000,000 shares         $46.81                  $702,150,000                $207,135
(par value $0.01 per
share)
==========================================================================================================================

(1) Plus an indeterminate number of additional shares which may be offered and
    issued to prevent dilution resulting from stock splits, stock dividends
    or similar transactions.
(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
    amended, solely for the purpose of computing the registration fee,
    based upon the average of the high and low prices of the securities
    being registered hereby on the New York Stock Exchange Composite
    Transaction Tape on May 8, 1998.
------------------------------------------------------------------------------

         This Registration Statement Includes a Total of 24 Pages.
                         Exhibit Index on Page 8.

                                  PART I

     The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended (the "1933 Act"), and are
incorporated herein by reference.

ITEM 1. PLAN INFORMATION

     This information required to be provided to participants pursuant to
this Item is set forth in the Prospectus for the Ingram Micro Inc. 1998
Equity Incentive Plan, together with the Ingram Micro Inc. 1998 Equity
Incentive Plan, attached to the Prospectus as Exhibit A thereto.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The written statement required to be provided to participants pursuant
to this Item is set forth in the Prospectus referenced in Item 1 above.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Ingram Micro Inc.  (the "Registrant") hereby files this Registration
Statement with the Securities and Exchange Commission (the "Commission") on
Form S-8 to register 15,000,000 shares of the Registrant's Class A Common
Stock, par value $.01 per share ("Class A Common Stock"), for issuance
pursuant to the Registrant's 1998 Equity Incentive Plan (the "Plan") and
such indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions pursuant to the Plan.

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed with the Commission pursuant to the
Securities and Exchange Act of 1934, as amended (the "1934 Act"),
(Commission 1934 Act File Number 001-12203) are incorporated by reference
herein:

     (1)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended January 3, 1998.

     (2)  All other reports filed with the Commission by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent
to the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.

     (3)  The description of the Registrant's Class A Common Stock
contained in the Registrant's 1934 Act registration statement on Form 8-A
dated September 19, 1996, filed with the Commission pursuant to Section 13
of the 1934 Act, including any amendment thereto or report filed for the
purpose of updating such description.

     Any statement contained herein or made 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 is also incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such 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, see Item 3(3) above.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     James E.  Anderson, Jr., the Registrant's General Counsel, owns
directly and indirectly securities of the Registrant, and options to
purchase such securities, with a fair market value in excess of $50,000.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Reference is made to section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which enables a corporation in its
certificate of incorporation to eliminate or limit the personal liability
of a director for violations of the director's fiduciary duty, except (i)
for breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to
section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions) or (iv)
for any transaction from which a director derived an improper personal
benefit.  The Registrant's certificate of incorporation eliminates the
liability of directors to the fullest extent permitted by Delaware Law.

     Reference is made to section 145 of the DGCL which provides that a
corporation may indemnify directors and officers as well as other employees
and agents against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement in connection with specified actions, suits
or proceedings, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) (a "derivative
action")) if they act in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful.  A similar standard is applicable in
the case of derivative actions, except that indemnification only extends to
expenses (including attorney's fees) incurred in connection with defense or
settlement of such action, and the statute requires court approval before
there can be indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement
or otherwise.  The Registrant's certificate of incorporation provides for
indemnification of its directors, officers, employees and agents to the
fullest extent permitted by Delaware law.

     In addition, the Registrant has purchased and maintains directors' and
officers' liability insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8. EXHIBITS

Exhibit Number   Exhibit
--------------   -------

4.01             Certificate of Incorporation of the Registrant.
                 (Incorporated herein by reference to Exhibit 1.01 to the
                 Registrant's 1933 Act Registration Statement on Form S-1,
                 File No. 333-09453).*

4.02             Amended and Restated Bylaws of the Registrant.
                 (Incorporated herein by reference to Exhibit 3.02 to the
                 Registrant's Form 10-K for the fiscal year ended January
                 3, 1998).*

5.01             Opinion of General Counsel of the Registrant.

23.01            Consent of Independent Public Accountants - Price
                 Waterhouse LLP.

23.02            Consent of General Counsel of the Registrant (included in
                 opinion filed as Exhibit 5.01).

24.01            Powers of Attorney (included on the signature page of this
                 registration statement).

99.01            Form of the Ingram Micro Inc. 1998 Equity Incentive Plan.

------------
*  Incorporated by reference.

ITEM 9. UNDERTAKINGS

     (a) 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 of 1933;

              (ii)  To reflect in the prospectus any facts or events
arising after the effective date of this 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
this Registration Statement.  Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
this Registration Statement; and

             (iii)  To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, 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 Securities Exchange Act of 1934 that are incorporated
by reference into this Registration Statement;

          (2)  That for the purpose of determining any liability under the
1933 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; and

          (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.

     (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's Annual Report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and where applicable, each
filing of the Plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or 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 1933 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 1933 Act and will be governed by the
final adjudication of such issue.

                                  EXPERTS

      The financial statements incorporated in this Form S-8 by reference
to the Annual Report on Form 10-K of Ingram Micro Inc. for the year ended
January 3, 1998, have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

                               LEGAL MATTERS

     The validity of the Class A Common Stock offered hereunder has been
passed upon by the Registrant's General Counsel.

                                SIGNATURES

     The Registrant.  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 Santa Ana, State of
California, on this 15th day of May, 1998.

                                        INGRAM MICRO INC.

                                        By   /s/ James E. Anderson, Jr.
                                           ---------------------------------
                                           James E. Anderson, Jr.
                                           Senior Vice President, Secretary
                                           and General Counsel

                             POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, constitutes and appoints Jerre L. Stead, Michael J.
Grainger and James E. Anderson, Jr. and each of them, our true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, to do any and all acts and things and execute, in the name
of the undersigned, any and all instruments which said attorneys-in-fact
and agents may deem necessary or advisable in order to enable Ingram Micro
Inc. to comply with the Securities Act of 1933 and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with
the filing with the Securities and Exchange Commission of the registration
statement on Form S-8 under the Securities Act of 1933, including
specifically but without limitation, power and authority to sign the name
of the undersigned to such registration statement, and any amendments to
such registration statement (including post-effective amendments), and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, to sign any and all
applications, registration statements, notices or other documents necessary
or advisable to comply with applicable state securities laws, and to file
the same, together with other documents in connection therewith with the
appropriate state securities authorities, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and to
perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully and to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, and any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                    Title                                                     Date
---------                                    -----                                                     ----
/s/ Jerre L. Stead                         Chief Executive Officer (Principal Executive Officer);    May 15, 1998
------------------------------------------   Chairman of the Board
Jerre L. Stead

  /s/ Michael J. Grainger                    Executive Vice President and Worldwide Chief Financial    May 15, 1998
------------------------------------------   Officer (Principal Financial Officer and Principal
Michael J. Grainger                          Accounting Officer)

  /s/ Martha R. Ingram                       Director                                                  May 15, 1998
------------------------------------------
Martha R. Ingram

  /s/ John R. Ingram                         Director                                                  May 15, 1998
------------------------------------------
John R. Ingram

  /s/ David B. Ingram                        Director                                                  May 15, 1998
------------------------------------------
David B. Ingram

  /s/ Don H. Davis, Jr.                      Director                                                  May 15, 1998
------------------------------------------
Don H. Davis, Jr.

  /s/ Philip M. Pfeffer                      Director                                                  May 15, 1998
------------------------------------------
Philip M. Pfeffer

  /s/ J. Phillip Samper                      Director                                                  May 15, 1998
------------------------------------------
J. Phillip Samper

  /s/ Joe B. Wyatt                           Director                                                  May 15, 1998
------------------------------------------
Joe B. Wyatt
INDEX TO EXHIBITS
Exhibit                                                                                    Sequentially
Number        Exhibit                                                                      Numbered Page
-------       -------                                                                      -------------
4.01        Certificate of Incorporation of the Registrant.  (Incorporated herein               *
              by reference to Exhibit 1.01 to the Registrant's 1933 Act Registration
              Statement on Form S-1, File No. 333-09453).*

  4.02        Amended and Restated Bylaws of the Registrant.  (Incorporated                       *
              herein by reference to Exhibit 3.02 to the Registrant's Form 10-K for
              the fiscal year ended January 3, 1998).*

  5.01        Opinion of the Registrant's General Counsel.                                       10

 23.01        Consent of Independent Public Accountants - Price Waterhouse LLP.                  12

 23.02        Consent of the Registrant's General Counsel (included in his opinion               10
              filed as Exhibit 5.01).

 24.01        Powers of Attorney (included on the signature page of this                          7
              registration statement).

 99.01        Form of the Ingram Micro Inc. 1998 Equity Incentive Plan.                          14

------------
*    Incorporated by reference.