As filed with the Securities and Exchange Commission on August ___, 1997
                                             Registration No. 333-
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


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

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


                                  ANICOM, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                   36-3885212
   (State or other jurisdiction                (IRS Employer Identification
 of incorporation or organization)                        Number)

        6133 North River Road, Suite 1000, Rosemont, Illinois 60018-5171
           (Address of Principal Executive Offices including Zip Code)

                                 (847) 518-8700
                (Issuer's telephone number, including area code)

               Anicom, Inc. 1996 Stock Incentive Plan, as Amended
 Anicom, Inc. Amended and Restated 1995 Directors Stock Option Plan, as Amended
                              (Full title of plans)

                                Scott C. Anixter
        6133 North River Road, Suite 1000, Rosemont, Illinois 60018-5171
            (Name, address and telephone number of agent for service)

                                   Copies to:
                              Jeffrey R. Patt, Esq.
                              Katten Muchin & Zavis
                             525 West Monroe Street
                                   Suite 1600
                             Chicago, Illinois 60661
                                 (312) 902-5200
<TABLE>
<CAPTION>

                                               CALCULATION OF REGISTRATION FEE
<S>                                <C>                   <C>                      <C>                      <C>    

                                                                                       Proposed                                
                                                              Proposed                 maximum                                 
 Title of securities to be         Amount to be           maximum offering        aggregate offering           Amount of
         registered                registered(1)         price per share(2)            price(2)            registration fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock                                               See Footnote 2                                                      
($.001 par value)                    2,000,000                 below                 $21,915,108                $6,641
================================================================================================================================
</TABLE>

(1)  Includes an indeterminate number of shares of Anicom, Inc. Common Stock 
     that may be issuable by reason of stock splits,  stock dividends or similar
     transactions.

(2)  The amounts are based upon the issuance of options for 658,000 shares at an
     exercise price of $8.75 per share,  options for 1,000 Shares at an exercise
     price of $6.89 per share, options for 63,492 shares at an exercise price of
     $7.88 per share, options for 9,553 shares at an exercise price of $9.00 per
     share,  options for 224,200 shares at an exercise price of $8.50 per share,
     options for 56,000 shares at an exercise  price of $9.375 per share options
     for 20,000  shares at an  exercise  price of $9.875 per share,  options for
     6,000 shares at an exercise price of $12.125 per share and for the exercise
     of the remaining  961,755 shares,  the average of high and low sales prices
     as reported on the Nasdaq National  Market on August 18,  1997, of $13.375,
     and are used solely for the purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h)(1) under the Securities Act of 1933.
<PAGE>

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

     The information  called for in Part I of Form S-8 is currently  included in
the prospectuses for the Anicom, Inc. 1996 Stock Incentive Plan, as amended, and
the  Anicom,  Inc.  Amended  and  Restated  1995  Directors  Stock  Option  Plan
(collectively,  the  "Plans"),  and is not being  filed with or included in this
Form S-8 in accordance  with the rules and  regulations  of the  Securities  and
Exchange Commission (the "SEC").


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents  previously filed by Anicom,  Inc. (the "Company")
with the SEC are incorporated in this Registration Statement by reference:

     1.       The Company's Annual Report on Form 10-KSB for the year ended 
              December 31, 1996.

     2.       The Company's Quarterly Reports on Form 10-Q for the quarter ended
              March 31, 1997 and the quarter ended June 30, 1997.

     3.       The Company's Current Reports on Form 8-K/A dated May 23, 1996 and
              November  5, 1996 and on Form 8-K,  dated  March 3, 1997,  May 22,
              1997, May 30, 1997, June 5, 1997 and July 25, 1997.

     4.       The description of the Anicom, Inc. common stock, par value $.001
              per  share,  which is  contained  in Anicom,  Inc.'s  registration
              statement  on  Form  8-A  filed  pursuant  to  Section  12 of  the
              Securities  Exchange  Act of 1934,  as amended and all  amendments
              thereto  and  reports  filed  for the  purpose  of  updating  such
              description.

     In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the  Exchange  Act  after the date of this  registration
statement and prior to the filing of a post-effective  amendment which indicates
that all securities  offered hereby have been sold or which deregisters all such
securities  then remaining  unsold,  shall be deemed to be  incorporated in this
registration  statement  by  reference  and to be a part hereof from the date of
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 subsequently  filed document which also is
or is deemed to be incorporated by reference  herein modifies or supersedes such
statement.

     The Company hereby  undertakes to provide without charge to each person who
has  received  a copy of any of the  prospectuses  to  which  this  registration
statement  relates,  upon the written or oral request of any such person, a copy
of any or all the documents that have been or may be  incorporated  by reference
into this registration statement,  other than exhibits to such documents (unless
such  exhibits  are  incorporated  therein by  reference).  Written or telephone
requests for such copies should be directed to the Company's principal executive
office:   Anicom,  Inc.,  6133  River  Road,  Suite  1000,  Rosemont,   Illinois
60018-5171, Attention: Donald C. Welchko (telephone: 847-518-8700).


                                      II-1
<PAGE>


Item 4.  Description of Securities.
         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Article  12  of  the  Company's   Amended  and  Restated   Certificate   of
Incorporation  provides  that the Company  shall  indemnify its directors to the
full extent  permitted by the General  Corporation  Law of the State of Delaware
and may  indemnify  its officers and  employees to such extent,  except that the
Company  shall not be obligated to indemnify any such person (i) with respect to
proceedings,  claims or actions  initiated  or brought  voluntarily  by any such
person and not by way of defense,  or (ii) for any amounts paid in settlement of
an action  indemnified  against by the Company without the prior written consent
of the Company.  The Company has entered into indemnity  agreements with each of
its directors.  These agreements may require the Company, among other things, to
indemnify such directors against certain liabilities that may arise by reason of
their status or service as  directors,  to advance  expenses to them as they are
incurred,  provided  that they  undertake to repay the amount  advanced if it is
ultimately  determined by a court that they are not entitled to  indemnification
and to obtain directors' liability insurance if available on reasonable terms.

     In addition,  Article 12 of the Company's Amended and Restated  Certificate
of Incorporation provides that a director of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of his
or her fiduciary duty as a director,  except for liability (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law,  (iii) for  willful or  negligent  conduct in paying
dividends or  repurchasing  stock out of other than lawfully  available funds or
(iv) for any transaction  from which the director  derives an improper  personal
benefit.

     Reference  is made to Section  145 of the  General  Corporation  Law of the
State of Delaware which provides for  indemnification  of directors and officers
in certain circumstances.

     The Company has obtained a directors'  and  officers'  liability  insurance
policy  which  entitles  the  Company to be  reimbursed  for  certain  indemnity
payments it is required or permitted to make to its directors and officers.

Item 7.  Exemption from Registration Claimed.
         Not Applicable.

Item 8.  Exhibits.
 
         4.1*              Restated Certificate of Incorporation of the Company.

         4.2*              Restated Bylaws of the Company.

         4.3**             Certificate of Amendment of Restated Certificate of 
                           Incorporation  of the  Company  dated  September  25,
                           1996.

         4.4***            Certificate of Amendment of Restated Certificate of 
                           Incorporation of the Company dated June 2, 1997.

         4.5****           Certificate of Designations, Preferences and Rights 
                           of Series A Convertible Preferred Stock.

         4.6*              Specimen Common Stock Certificate.

                                      II-2
<PAGE>



         4.7*****          Anicom, Inc. 1996 Stock Incentive Plan, as amended.

         4.8******         Anicom, Inc. Amended and Restated 1995 Directors 
                           Stock Option Plan, as amended.

         5                 Opinion of Katten Muchin & Zavis as to the legality 
                           of the shares of Common Stock being offered under the
                           Plans.

         23.1              Consent of Coopers & Lybrand L.L.P.

         23.2              Consent of Katten Muchin & Zavis (included in Exhibit
                           5 herein).

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

______________________
*             Incorporated by reference to the corresponding Exhibit of the 
              Company's   Registration   Statement  on  Form  SB-2,  as  amended
              (Registration Statement No. 33-87736C).

**            Incorporated by reference to Exhibit 3.3 of the Company's 
              Quarterly  Report on Form 10- QSB for the quarter ended  September
              30, 1996.

***           Incorporated by reference to Exhibit 3.4 of the Company's 
              registration  statement  on Form  S-3,  as  amended  (Registration
              Statement No. 333-30791).

****          Incorporated by reference to Exhibit 99.2 of the Company's Current
              Report on Form 8-K dated May 22, 1997.

*****         Incorporated by reference to Appendix C of the Company's 1996 
              Annual Meeting Proxy Statement dated April 19, 1996 and Appendix A
              of the Company's 1997 Annual Meeting Proxy  Statement  dated April
              14, 1997.

******        Incorporated by reference to Appendix A of the Company's Special 
              Meeting  Proxy  Statement  dated August 28, 1996 and Appendix A of
              the Company's 1997 Annual Meeting Proxy  Statement dated April 14,
              1997.


Item 9.  Undertakings.

        1.    The Company hereby undertakes:

              (a) 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  the   Registration
                    Statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually, or in the aggregate, represent
                    a  fundamental  change in the  information  set forth in the
                    Registration Statement;

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

              provided, however, that paragraphs (a)(i) and (a)(ii) do not apply
              if the  information  required to be  included in a  post-effective
              amendment by those paragraphs is contained in periodic reports

                                      II-3
<PAGE>


              filed by the Company  pursuant  to Section 13 or Section  15(d) of
              the  Exchange  Act  that  are  incorporated  by  reference  in the
              Registration Statement.

              (b) That, for the purpose of determining  any liability  under the
              Securities Act of 1933, each such  post-effective  amendment shall
              be  deemed  to be a new  registration  statement  relating  to the
              securities offered therein, and the offering of such securities at
              that time  shall be deemed to be the  initial  bona fide  offering
              thereof.

              (c) 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 Company hereby  undertakes  that, for the purpose of determining
any liability  under the  Securities  Act of 1933,  each filing of the Company'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 the initial bona fide offering thereof.

         3.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company of expenses  incurred or paid by a director,  officer or controlling
person  of the  Company  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 Company 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 of 1933 and will be governed by the final adjudication of such issue.



                                      II-4
<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 on this 25th day of August, 1997.

                                   ANICOM, INC.

                                   By:  /s/ SCOTT C. ANIXTER                  
                                            Scott C. Anixter
                                            Chairman and Chief Executive Officer


                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Scott C. Anixter,  Donald C. Welchko and Jeffrey R. Patt,  and each of them, his
true and lawful  attorneys-in-fact  and agents, with full power of substitution,
to sign on his behalf,  individually  and in each  capacity  stated  below,  all
amendments and post-effective  amendments to this Registration Statement on Form
S-8 and to file the same,  with all exhibits  thereto and any other documents in
connection  therewith,  with the  Securities and Exchange  Commission  under the
Securities  Act of 1933,  granting unto said  attorneys-in-fact  and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises,  as fully and to all intents and
purposes as each might or could do in person,  hereby  ratifying and  confirming
each act that said  attorneys-in-fact  and agents may lawfully do or cause to be
done by virtue thereof.

     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 dates indicated.

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

                        Chairman, Chief Executive Officer and    
/s/ Scott C. Anixter    Director (Principal Executive Officer)   August 25, 1997
---------------------
Scott C. Anixter

/s/ Alan B. Anixter     Chairman of the Board                    August 25, 1997
----------------------
Alan B. Anixter

                        President, Chief Operating Officer and   
/s/ Carl E. Putnam      a Director                               August 25, 1997
----------------------
Carl E. Putnam

                        Vice President, Chief Financial Officer  
                        and a Director (Principal Financial and            
/s/ Donald C. Welchko   Accounting Officer)                      August 25, 1997
----------------------
Donald C. Welchko
                                                                 August 25, 1997
/s/ Ira J. Kaufman      Director                                          
----------------------
Ira J. Kaufman
                                                                 August 25, 1997
/s/ Michael Segal       Director                                          
----------------------
William R. Anixter                                                        



                                      II-5
<PAGE>


                                                   EXHIBIT INDEX


                                                                  Sequential
Exhibit                                                              Page
 Number   Description                                               Number

4.1*      Restated Certificate of Incorporation of the Company.

4.2*      Restated Bylaws of the Company.

4.3**     Certificate of Amendment of Restated Certificate of 
          Incorporation  of the  Company  dated  September  25,
          1996.

4.4***    Certificate of Amendment of Restated Certificate of 
          Incorporation of the Company dated June 2, 1997.

4.5****   Certificate of Designations, Preferences and Rights 
          of Series A Convertible Preferred Stock.

4.6*      Specimen Common Stock Certificate.

                                     




4.7*****  Anicom, Inc. 1996 Stock Incentive Plan, as amended.

4.8****** Anicom, Inc. Amended and Restated 1995 Directors 
          Stock Option Plan, as amended.

5         Opinion of Katten Muchin & Zavis as to the legality 
          of the shares of Common Stock being offered under the
          Plans.

23.1      Consent of Coopers & Lybrand L.L.P.

23.2      Consent of Katten Muchin & Zavis (included in Exhibit
          5 herein).

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

______________________
*             Incorporated by reference to the corresponding Exhibit of the 
              Company's   Registration   Statement  on  Form  SB-2,  as  amended
              (Registration Statement No. 33-87736C).

**            Incorporated by reference to Exhibit 3.3 of the Company's 
              Quarterly  Report on Form 10- QSB for the quarter ended  September
              30, 1996.

***           Incorporated by reference to Exhibit 3.4 of the Company's 
              registration  statement  on Form  S-3,  as  amended  (Registration
              Statement No. 333-30791).

****          Incorporated by reference to Exhibit 99.2 of the Company's Current
              Report on Form 8-K dated May 22, 1997.

*****         Incorporated by reference to Appendix C of the Company's 1996 
              Annual Meeting Proxy Statement dated April 19, 1996 and Appendix A
              of the Company's 1997 Annual Meeting Proxy  Statement  dated April
              14, 1997.

******        Incorporated by reference to Appendix A of the Company's Special 
              Meeting  Proxy  Statement  dated August 28, 1996 and Appendix A of
              the Company's 1997 Annual Meeting Proxy  Statement dated April 14,
              1997.


                                      II-6
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 23504}]
{"company-data": {"conformed-name": "ANICOM INC", "cik": "0000935802", "assigned-sic": "5063", "irs-number": "363885212", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34357", "film-number": "97669739"}, "business-address": {"street1": "6133 N RIVER RD", "street2": "STE 1000", "city": "ROSEMONT", "state": "IL", "zip": "60018", "phone": "8475188700"}, "mail-address": {"street1": "6133 N RIVER RD", "street2": "SUITE 410", "city": "ROSEMONT", "state": "IL", "zip": "60018"}}
As filed with the Securities and Exchange Commission on August ___, 1997
                                             Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                  ANICOM, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                   36-3885212
   (State or other jurisdiction                (IRS Employer Identification
 of incorporation or organization)                        Number)

        6133 North River Road, Suite 1000, Rosemont, Illinois 60018-5171
           (Address of Principal Executive Offices including Zip Code)

                                 (847) 518-8700
                (Issuer's telephone number, including area code)

               Anicom, Inc. 1996 Stock Incentive Plan, as Amended
 Anicom, Inc. Amended and Restated 1995 Directors Stock Option Plan, as Amended
                              (Full title of plans)

                                Scott C. Anixter
        6133 North River Road, Suite 1000, Rosemont, Illinois 60018-5171
            (Name, address and telephone number of agent for service)

                                   Copies to:
                              Jeffrey R. Patt, Esq.
                              Katten Muchin & Zavis
                             525 West Monroe Street
                                   Suite 1600
                             Chicago, Illinois 60661
                                 (312) 902-5200
CALCULATION OF REGISTRATION FEE
Proposed                                
                                                              Proposed                 maximum                                 
 Title of securities to be         Amount to be           maximum offering        aggregate offering           Amount of
         registered                registered(1)         price per share(2)            price(2)            registration fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock                                               See Footnote 2                                                      
($.001 par value)                    2,000,000                 below                 $21,915,108                $6,641
================================================================================================================================
(1)  Includes an indeterminate number of shares of Anicom, Inc. Common Stock 
     that may be issuable by reason of stock splits,  stock dividends or similar
     transactions.

(2)  The amounts are based upon the issuance of options for 658,000 shares at an
     exercise price of $8.75 per share,  options for 1,000 Shares at an exercise
     price of $6.89 per share, options for 63,492 shares at an exercise price of
     $7.88 per share, options for 9,553 shares at an exercise price of $9.00 per
     share,  options for 224,200 shares at an exercise price of $8.50 per share,
     options for 56,000 shares at an exercise  price of $9.375 per share options
     for 20,000  shares at an  exercise  price of $9.875 per share,  options for
     6,000 shares at an exercise price of $12.125 per share and for the exercise
     of the remaining  961,755 shares,  the average of high and low sales prices
     as reported on the Nasdaq National  Market on August 18,  1997, of $13.375,
     and are used solely for the purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h)(1) under the Securities Act of 1933.
PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

     The information  called for in Part I of Form S-8 is currently  included in
the prospectuses for the Anicom, Inc. 1996 Stock Incentive Plan, as amended, and
the  Anicom,  Inc.  Amended  and  Restated  1995  Directors  Stock  Option  Plan
(collectively,  the  "Plans"),  and is not being  filed with or included in this
Form S-8 in accordance  with the rules and  regulations  of the  Securities  and
Exchange Commission (the "SEC").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents  previously filed by Anicom,  Inc. (the "Company")
with the SEC are incorporated in this Registration Statement by reference:

     1.       The Company's Annual Report on Form 10-KSB for the year ended 
              December 31, 1996.

     2.       The Company's Quarterly Reports on Form 10-Q for the quarter ended
              March 31, 1997 and the quarter ended June 30, 1997.

     3.       The Company's Current Reports on Form 8-K/A dated May 23, 1996 and
              November  5, 1996 and on Form 8-K,  dated  March 3, 1997,  May 22,
              1997, May 30, 1997, June 5, 1997 and July 25, 1997.

     4.       The description of the Anicom, Inc. common stock, par value $.001
              per  share,  which is  contained  in Anicom,  Inc.'s  registration
              statement  on  Form  8-A  filed  pursuant  to  Section  12 of  the
              Securities  Exchange  Act of 1934,  as amended and all  amendments
              thereto  and  reports  filed  for the  purpose  of  updating  such
              description.

     In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the  Exchange  Act  after the date of this  registration
statement and prior to the filing of a post-effective  amendment which indicates
that all securities  offered hereby have been sold or which deregisters all such
securities  then remaining  unsold,  shall be deemed to be  incorporated in this
registration  statement  by  reference  and to be a part hereof from the date of
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 subsequently  filed document which also is
or is deemed to be incorporated by reference  herein modifies or supersedes such
statement.

     The Company hereby  undertakes to provide without charge to each person who
has  received  a copy of any of the  prospectuses  to  which  this  registration
statement  relates,  upon the written or oral request of any such person, a copy
of any or all the documents that have been or may be  incorporated  by reference
into this registration statement,  other than exhibits to such documents (unless
such  exhibits  are  incorporated  therein by  reference).  Written or telephone
requests for such copies should be directed to the Company's principal executive
office:   Anicom,  Inc.,  6133  River  Road,  Suite  1000,  Rosemont,   Illinois
60018-5171, Attention: Donald C. Welchko (telephone: 847-518-8700).

                                      II-1
Item 4.  Description of Securities.
         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Article  12  of  the  Company's   Amended  and  Restated   Certificate   of
Incorporation  provides  that the Company  shall  indemnify its directors to the
full extent  permitted by the General  Corporation  Law of the State of Delaware
and may  indemnify  its officers and  employees to such extent,  except that the
Company  shall not be obligated to indemnify any such person (i) with respect to
proceedings,  claims or actions  initiated  or brought  voluntarily  by any such
person and not by way of defense,  or (ii) for any amounts paid in settlement of
an action  indemnified  against by the Company without the prior written consent
of the Company.  The Company has entered into indemnity  agreements with each of
its directors.  These agreements may require the Company, among other things, to
indemnify such directors against certain liabilities that may arise by reason of
their status or service as  directors,  to advance  expenses to them as they are
incurred,  provided  that they  undertake to repay the amount  advanced if it is
ultimately  determined by a court that they are not entitled to  indemnification
and to obtain directors' liability insurance if available on reasonable terms.

     In addition,  Article 12 of the Company's Amended and Restated  Certificate
of Incorporation provides that a director of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of his
or her fiduciary duty as a director,  except for liability (i) for any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law,  (iii) for  willful or  negligent  conduct in paying
dividends or  repurchasing  stock out of other than lawfully  available funds or
(iv) for any transaction  from which the director  derives an improper  personal
benefit.

     Reference  is made to Section  145 of the  General  Corporation  Law of the
State of Delaware which provides for  indemnification  of directors and officers
in certain circumstances.

     The Company has obtained a directors'  and  officers'  liability  insurance
policy  which  entitles  the  Company to be  reimbursed  for  certain  indemnity
payments it is required or permitted to make to its directors and officers.

Item 7.  Exemption from Registration Claimed.
         Not Applicable.

Item 8.  Exhibits.
 
         4.1*              Restated Certificate of Incorporation of the Company.

         4.2*              Restated Bylaws of the Company.

         4.3**             Certificate of Amendment of Restated Certificate of 
                           Incorporation  of the  Company  dated  September  25,
                           1996.

         4.4***            Certificate of Amendment of Restated Certificate of 
                           Incorporation of the Company dated June 2, 1997.

         4.5****           Certificate of Designations, Preferences and Rights 
                           of Series A Convertible Preferred Stock.

         4.6*              Specimen Common Stock Certificate.

                                      II-2
4.7*****          Anicom, Inc. 1996 Stock Incentive Plan, as amended.

         4.8******         Anicom, Inc. Amended and Restated 1995 Directors 
                           Stock Option Plan, as amended.

         5                 Opinion of Katten Muchin & Zavis as to the legality 
                           of the shares of Common Stock being offered under the
                           Plans.

         23.1              Consent of Coopers & Lybrand L.L.P.

         23.2              Consent of Katten Muchin & Zavis (included in Exhibit
                           5 herein).

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

______________________
*             Incorporated by reference to the corresponding Exhibit of the 
              Company's   Registration   Statement  on  Form  SB-2,  as  amended
              (Registration Statement No. 33-87736C).

**            Incorporated by reference to Exhibit 3.3 of the Company's 
              Quarterly  Report on Form 10- QSB for the quarter ended  September
              30, 1996.

***           Incorporated by reference to Exhibit 3.4 of the Company's 
              registration  statement  on Form  S-3,  as  amended  (Registration
              Statement No. 333-30791).

****          Incorporated by reference to Exhibit 99.2 of the Company's Current
              Report on Form 8-K dated May 22, 1997.

*****         Incorporated by reference to Appendix C of the Company's 1996 
              Annual Meeting Proxy Statement dated April 19, 1996 and Appendix A
              of the Company's 1997 Annual Meeting Proxy  Statement  dated April
              14, 1997.

******        Incorporated by reference to Appendix A of the Company's Special 
              Meeting  Proxy  Statement  dated August 28, 1996 and Appendix A of
              the Company's 1997 Annual Meeting Proxy  Statement dated April 14,
              1997.

Item 9.  Undertakings.

        1.    The Company hereby undertakes:

              (a) 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  the   Registration
                    Statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually, or in the aggregate, represent
                    a  fundamental  change in the  information  set forth in the
                    Registration Statement;

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

              provided, however, that paragraphs (a)(i) and (a)(ii) do not apply
              if the  information  required to be  included in a  post-effective
              amendment by those paragraphs is contained in periodic reports

                                      II-3
filed by the Company  pursuant  to Section 13 or Section  15(d) of
              the  Exchange  Act  that  are  incorporated  by  reference  in the
              Registration Statement.

              (b) That, for the purpose of determining  any liability  under the
              Securities Act of 1933, each such  post-effective  amendment shall
              be  deemed  to be a new  registration  statement  relating  to the
              securities offered therein, and the offering of such securities at
              that time  shall be deemed to be the  initial  bona fide  offering
              thereof.

              (c) 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 Company hereby  undertakes  that, for the purpose of determining
any liability  under the  Securities  Act of 1933,  each filing of the Company'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 the initial bona fide offering thereof.

         3.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company of expenses  incurred or paid by a director,  officer or controlling
person  of the  Company  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 Company 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 of 1933 and will be governed by the final adjudication of such issue.

                                      II-4
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 on this 25th day of August, 1997.

                                   ANICOM, INC.

                                   By:  /s/ SCOTT C. ANIXTER                  
                                            Scott C. Anixter
                                            Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Scott C. Anixter,  Donald C. Welchko and Jeffrey R. Patt,  and each of them, his
true and lawful  attorneys-in-fact  and agents, with full power of substitution,
to sign on his behalf,  individually  and in each  capacity  stated  below,  all
amendments and post-effective  amendments to this Registration Statement on Form
S-8 and to file the same,  with all exhibits  thereto and any other documents in
connection  therewith,  with the  Securities and Exchange  Commission  under the
Securities  Act of 1933,  granting unto said  attorneys-in-fact  and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises,  as fully and to all intents and
purposes as each might or could do in person,  hereby  ratifying and  confirming
each act that said  attorneys-in-fact  and agents may lawfully do or cause to be
done by virtue thereof.

     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 dates indicated.

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

                        Chairman, Chief Executive Officer and    
/s/ Scott C. Anixter    Director (Principal Executive Officer)   August 25, 1997
---------------------
Scott C. Anixter

/s/ Alan B. Anixter     Chairman of the Board                    August 25, 1997
----------------------
Alan B. Anixter

                        President, Chief Operating Officer and   
/s/ Carl E. Putnam      a Director                               August 25, 1997
----------------------
Carl E. Putnam

                        Vice President, Chief Financial Officer  
                        and a Director (Principal Financial and            
/s/ Donald C. Welchko   Accounting Officer)                      August 25, 1997
----------------------
Donald C. Welchko
                                                                 August 25, 1997
/s/ Ira J. Kaufman      Director                                          
----------------------
Ira J. Kaufman
                                                                 August 25, 1997
/s/ Michael Segal       Director                                          
----------------------
William R. Anixter                                                        

                                      II-5
EXHIBIT INDEX

                                                                  Sequential
Exhibit                                                              Page
 Number   Description                                               Number

4.1*      Restated Certificate of Incorporation of the Company.

4.2*      Restated Bylaws of the Company.

4.3**     Certificate of Amendment of Restated Certificate of 
          Incorporation  of the  Company  dated  September  25,
          1996.

4.4***    Certificate of Amendment of Restated Certificate of 
          Incorporation of the Company dated June 2, 1997.

4.5****   Certificate of Designations, Preferences and Rights 
          of Series A Convertible Preferred Stock.

4.6*      Specimen Common Stock Certificate.

                                     

4.7*****  Anicom, Inc. 1996 Stock Incentive Plan, as amended.

4.8****** Anicom, Inc. Amended and Restated 1995 Directors 
          Stock Option Plan, as amended.

5         Opinion of Katten Muchin & Zavis as to the legality 
          of the shares of Common Stock being offered under the
          Plans.

23.1      Consent of Coopers & Lybrand L.L.P.

23.2      Consent of Katten Muchin & Zavis (included in Exhibit
          5 herein).

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

______________________
*             Incorporated by reference to the corresponding Exhibit of the 
              Company's   Registration   Statement  on  Form  SB-2,  as  amended
              (Registration Statement No. 33-87736C).

**            Incorporated by reference to Exhibit 3.3 of the Company's 
              Quarterly  Report on Form 10- QSB for the quarter ended  September
              30, 1996.

***           Incorporated by reference to Exhibit 3.4 of the Company's 
              registration  statement  on Form  S-3,  as  amended  (Registration
              Statement No. 333-30791).

****          Incorporated by reference to Exhibit 99.2 of the Company's Current
              Report on Form 8-K dated May 22, 1997.

*****         Incorporated by reference to Appendix C of the Company's 1996 
              Annual Meeting Proxy Statement dated April 19, 1996 and Appendix A
              of the Company's 1997 Annual Meeting Proxy  Statement  dated April
              14, 1997.

******        Incorporated by reference to Appendix A of the Company's Special 
              Meeting  Proxy  Statement  dated August 28, 1996 and Appendix A of
              the Company's 1997 Annual Meeting Proxy  Statement dated April 14,
              1997.

                                      II-6