<PAGE>
 
   As filed with the Securities and Exchange Commission on October 10, 1995
                                        Registration Statement No. 33-______
                                                                  
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                            COMPUCOM SYSTEMS, INC.
                            ----------------------
            (Exact name of registrant as specified in its charter)
      Delaware                                       38-2363156
      --------                                       ----------
 (State of Incorporation)              (I.R.S. Employer Identification No.)

               10100 North Central Expressway, Dallas, TX 75231
               ------------------------------------------------
         (Address of principal executive offices, including zip code)

   STOCK OPTION PLAN FOR DIRECTORS and JOHNSON INDIVIDUAL OPTION AGREEMENT  
   -----------------------------------------------------------------------
                           (Full title of the plan)

                           James A. Ounsworth, Esq.
                          800 The Safeguard Building
                             435 Devon Park Drive
                             Wayne, PA 19087-1945
                             --------------------
                    (Name and Address of Agent for Service)

                                (610) 293-0600
                                --------------
                    (Telephone Number of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                   Proposed     Proposed                
Title of                            maximum      maximum                 
securities              Amount     offering     aggregate       Amount of
to be                   to be      price per     offering     registration
registered            registered   share (1)     price(1)        fee(1)
- -------------------  ------------  ----------  ------------  ---------------
<S>                  <C>           <C>         <C>           <C>
Common Stock            10,000      @ $4.75      $ 47,500        $ 16.38
$.01 par value          20,000      @ $5.75      $115,000        $ 39.66
                        80,000      @ $6.125     $490,000        $168.97
</TABLE>

(1)   Calculated pursuant to Rule 457(c) and 457(h).  As to shares subject to
      outstanding but unexercised options, the fee is computed based upon the
      prices at which the options may be exercised.  As to the remaining shares,
      the fee is computed based upon the average of the high and low prices for
      a share of Common Stock of the registrant on October 5, 1995 as reported
      on the NASDAQ System for National Market Issues.
<PAGE>
 
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         --------------------------------------- 

The following documents are incorporated by reference in this Registration
Statement:

     (a) The Company's Annual Report on Form 10-K for the year ended December
31, 1994 filed with the Securities and Exchange Commission (the "Commission")
pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange
Act");

     (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995 filed with the Commission pursuant to Section
13(a) of the Exchange Act; and

     (c) The description of the Common Stock of the Company contained in the
Company's Registration Statement on Form 8-B filed on June 21, 1989 with the
Commission pursuant to Section 12 of the Exchange Act.

     All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement but prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of each such
report or other document.

Item 4.  DESCRIPTION OF SECURITIES.
         ------------------------- 

Not Applicable

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         -------------------------------------- 

The validity of the issuance of the shares of Common Stock offered hereby has
been passed upon for the Company by James A. Ounsworth, Esquire, 800 The
Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945. Mr. Ounsworth is
Vice President and General Counsel of Safeguard Scientifics, Inc. Mr. Ounsworth
holds 9,750 shares of Common Stock and options to purchase 111,000 shares of
Common Stock of Safeguard Scientifics, Inc. Safeguard Scientifics (Delaware),
Inc., a wholly owned subsidiary of Safeguard Scientifics, Inc., beneficially
owns 21,463,184 shares of Common Stock of the registrant, representing
approximately 62.3% of the registrant's outstanding shares of Common Stock, and
2,000,000 shares of Series B Preferred Stock, which is convertible into
2,954,209 shares of Common Stock and upon conversion would increase Safeguard's
ownership to approximately 65.3% of the registrant's outstanding shares of
Common Stock.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         ----------------------------------------- 

Section 145(a) of the Delaware General Corporation Law (the "GCL") empowers a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the

<PAGE>
 
corporation as a director, officer, employee or agent of another corporation or
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner he or she 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 his or her conduct was
unlawful.

Section 145(b) of the GCL empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against such expenses actually and reasonably
incurred by him or her in connection with the defense or settlement of such
action or suit if he or she acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matters as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
expenses which the court shall deem proper.

Section 145(c) of the GCL further provides that, to the extent a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to above or
in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.

Section 145(f) of the GCL provides that the statutory provisions on
indemnification are not exclusive of indemnification provided pursuant to, among
other things, the certificate of incorporation, by-laws or indemnification
agreements. The certificate of incorporation and by-laws of the Company provide
for mandatory indemnification to the full extent permitted by law, as described
above. In addition, the certificate of incorporation and by-laws provide
expanded rights to indemnification beyond the indemnification expressly
authorized by the GCL in that indemnification is expressly authorized against
penalties and punitive damages, as well as against judgments and amounts paid in
settlement of derivative suits.

The by-laws of the Company provide for indemnification of its directors and
officers to the full extent authorized by law, and the Company maintains
directors' and officers' liability insurance.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         ----------------------------------- 

Not Applicable

Item 8.  EXHIBITS.
         -------- 

The following is a list of exhibits required by Item 601 of Regulation S-K
filed as part of this Registration Statement.

4(a)   Certificate of Incorporation (1)(Exhibit B)

4(b)   Certificate of Amendment of the Certificate of Incorporation(2)
       (Exhibit 3(b))
<PAGE>
 
4(c)   Certificate of Amendment of the Certificate of Incorporation filed on
       November 30, 1992 (3)(Exhibit 4(c))

4(d)   Certificate of Amendment of the Certificate of Incorporation filed on
       July 1, 1993 (3)(Exhibit 4(d))

4(e)   Certificate of Designation dated March 31, 1994 establishing Series B
       Cumulative Convertible Preferred Stock (4)(Exhibit 4(i))

4(f)   By-Laws, as revised April 1, 1991 (2)(Exhibit 3(c))

4(g)   Stock Option Plan for Directors

4(h)   Form of Stock Option Agreement

4(i)   Stock Option Agreement dated July 21, 1995 between CompuCom Systems,
       Inc. and Delbert W. Johnson

5      Opinion of James A. Ounsworth, Esquire

23(a)  Consent of Independent Auditors

23(b)  Consent of Counsel -- included in opinion filed as Exhibit 5 hereto.
_____

(1)  Filed on April 19, 1989 as an exhibit to the 1989 Annual Meeting Proxy
     Statement and incorporated herein by reference.
(2)  Filed on March 30, 1992 as an exhibit to the Annual Report on Form 10-K
     (No. 0-14371) and incorporated herein by reference.
(3)  Filed on March 14, 1994 as an exhibit to the Registration Statement on
     Form S-8 (No. 33-76382) and incorporated herein by reference.
(4)  Filed on May 16, 1994 as an exhibit to the Quarterly Report on Form 10-Q 
     for the Quarter Ended March 31, 1994 (No. 0-14371) and incorporated
     herein by reference.

Item 9.  UNDERTAKINGS.
         ------------ 

1.   UNDERTAKING REQUIRED BY REGULATION S-K ITEM 512(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;
<PAGE>
 
          (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;

          (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)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.

     (2) 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.

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

2.   UNDERTAKING REQUIRED BY REGULATION S-K ITEM 512(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
an employee benefit 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.

3.   UNDERTAKING REQUIRED BY REGULATION S-K ITEM 512(h).
     -------------------------------------------------- 

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
 
                                  SIGNATURES
                                  ----------

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on September 29, 1995.

                                  COMPUCOM SYSTEMS, INC.


                                  By:   /s/ Edward R. Anderson
                                        ----------------------
                                        Edward R. Anderson
                                        President and Chief Executive Officer
<PAGE>
 
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. EACH PERSON IN SO SIGNING, ALSO MAKES, CONSTITUTES AND
APPOINTS EDWARD R. ANDERSON AND ROBERT J. BOUTIN, AND EACH OF THEM, HIS TRUE AND
LAWFUL ATTORNEYS-IN-FACT, IN HIS NAME, PLACE, AND STEAD TO EXECUTE AND CAUSE TO
BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ANY AND ALL AMENDMENTS TO
THIS REGISTRATION STATEMENT.

Dated:  Sept. 29, 1995        /s/ Edward R. Anderson
                          --------------------------------------------
                              Edward R. Anderson, President, Chief
                              Executive Officer and Director
                              (Principal Executive Officer)
                      
Dated:  Sept. 29, 1995        /s/ Robert J. Boutin
                          --------------------------------------------
                              Robert J. Boutin, Vice President-Finance and
                              Chief Financial Officer
                              (Principal Financial and Accounting Officer)
                      
Dated:  Sept. 29, 1995        /s/ James W. Dixon
                          --------------------------------------------
                              James W. Dixon, Chairman of the Board
                      
Dated:  Sept. 28, 1995        /s/ Daniel F. Brown
                          --------------------------------------------
                              Daniel F. Brown, Director
                      
Dated:  Sept. 28, 1995        /s/ Michael J. Emmi
                          --------------------------------------------
                              Michael J. Emmi, Director
                      
Dated:  Sept. 28, 1995        /s/ Richard F. Ford
                          --------------------------------------------
                              Richard F. Ford, Director
                      
Dated:  Sept. 28, 1995        /s/ Delbert W. Johnson
                          --------------------------------------------
                              Delbert W. Johnson, Director
                      
Dated:  Sept. 18, 1995        /s/ John D. Loewenberg
                          --------------------------------------------
                              John D. Loewenberg, Director
                      
Dated:  Sept. 28, 1995        /s/ Ira M. Lubert
                          --------------------------------------------
                              Ira M. Lubert, Director
                      
Dated:  Sept. 28, 1995        /s/ Warren V. Musser
                          --------------------------------------------
                              Warren V. Musser, Director
                      
Dated:  Sept. 28, 1995        /s/ Edward N. Patrone
                          --------------------------------------------
                              Edward N. Patrone, Director
                      
Dated:  Sept. 28, 1995        /s/ Charles A. Root
                          --------------------------------------------
                              Charles A. Root, Director
<PAGE>
 
                                 EXHIBIT INDEX
                                        
Exhibit
Number  Description of Exhibit
- ------  ----------------------
4(a)    Certificate of Incorporation (1)(Exhibit B)
        
4(b)    Certificate of Amendment of the Certificate of
        Incorporation (2)(Exhibit 3(b))
        
4(c)    Certificate of Amendment of the Certificate of
        Incorporation filed on November 30, 1992
        (3)(Exhibit 4(c))
        
4(d)    Certificate of Amendment of the Certificate of
        Incorporation filed on July 1, 1993 (3)
        (Exhibit 4(d))
        
4(e)    Certificate of Designation dated March 31, 1994
        establishing Series B Cumulative Convertible
        Preferred Stock (4)(Exhibit 4(i))
        
4(f)    By-Laws, as revised April 1, 1991 (2)(Exhibit 3(c))
        
4(g)    Stock Option Plan for Directors (5)
        
4(h)    Form of Stock Option Agreement (5)
        
4(i)    Stock Option Agreement dated July 21, 1995
        between CompuCom Systems, Inc. and Delbert W.
        Johnson (5)
        
5       Opinion of James A. Ounsworth, Esquire (5)
        
23(a)   Consent of Independent Auditors (5)
        
23(b)   Consent of Counsel -- included in opinion
        filed as Exhibit 5 hereto (5)

(1)  Filed on April 19, 1989 as an exhibit to the 1989 Annual Meeting Proxy
     Statement and incorporated herein by reference.
(2)  Filed on March 30, 1992 as an exhibit to the Annual Report on Form 10-K
     (No. 0-14371) and incorporated herein by reference.
(3)  Filed on March 14, 1994 as an exhibit to the Registration Statement on
     Form S-8 (No. 33-76382) and incorporated herein by reference.
(4)  Filed on May 16, 1994 as an exhibit to the Quarterly Report on Form 10-
     Q for the Quarter Ended March 31, 1994 (No. 0-14371) and incorporated
     herein by reference.
(5)  Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20806}]
{"company-data": {"conformed-name": "COMPUCOM SYSTEMS INC", "cik": "0000736291", "assigned-sic": "5045", "irs-number": "382363156", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63309", "film-number": "95579617"}, "business-address": {"street1": "10100 N CENTRAL EXPRWY", "city": "DALLAS", "state": "TX", "zip": "75231", "phone": "2142653600"}, "mail-address": {"street1": "10100 N. CENTRAL EXPRESSWAY", "city": "DALLAS", "state": "TX", "zip": "75231"}, "former-company": {"former-conformed-name": "MACHINE VISION INTERNATIONAL CORP", "date-changed": "19871117"}}
As filed with the Securities and Exchange Commission on October 10, 1995
                                        Registration Statement No. 33-______
                                                                  
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                            COMPUCOM SYSTEMS, INC.
                            ----------------------
            (Exact name of registrant as specified in its charter)
      Delaware                                       38-2363156
      --------                                       ----------
 (State of Incorporation)              (I.R.S. Employer Identification No.)

               10100 North Central Expressway, Dallas, TX 75231
               ------------------------------------------------
         (Address of principal executive offices, including zip code)

   STOCK OPTION PLAN FOR DIRECTORS and JOHNSON INDIVIDUAL OPTION AGREEMENT  
   -----------------------------------------------------------------------
                           (Full title of the plan)

                           James A. Ounsworth, Esq.
                          800 The Safeguard Building
                             435 Devon Park Drive
                             Wayne, PA 19087-1945
                             --------------------
                    (Name and Address of Agent for Service)

                                (610) 293-0600
                                --------------
                    (Telephone Number of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
Proposed     Proposed                
Title of                            maximum      maximum                 
securities              Amount     offering     aggregate       Amount of
to be                   to be      price per     offering     registration
registered            registered   share (1)     price(1)        fee(1)
- -------------------  ------------  ----------  ------------  ---------------
Common Stock            10,000      @ $4.75      $ 47,500        $ 16.38
$.01 par value          20,000      @ $5.75      $115,000        $ 39.66
                        80,000      @ $6.125     $490,000        $168.97
(1)   Calculated pursuant to Rule 457(c) and 457(h).  As to shares subject to
      outstanding but unexercised options, the fee is computed based upon the
      prices at which the options may be exercised.  As to the remaining shares,
      the fee is computed based upon the average of the high and low prices for
      a share of Common Stock of the registrant on October 5, 1995 as reported
      on the NASDAQ System for National Market Issues.
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         --------------------------------------- 

The following documents are incorporated by reference in this Registration
Statement:

     (a) The Company's Annual Report on Form 10-K for the year ended December
31, 1994 filed with the Securities and Exchange Commission (the "Commission")
pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange
Act");

     (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995 filed with the Commission pursuant to Section
13(a) of the Exchange Act; and

     (c) The description of the Common Stock of the Company contained in the
Company's Registration Statement on Form 8-B filed on June 21, 1989 with the
Commission pursuant to Section 12 of the Exchange Act.

     All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement but prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of each such
report or other document.

Item 4.  DESCRIPTION OF SECURITIES.
         ------------------------- 

Not Applicable

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         -------------------------------------- 

The validity of the issuance of the shares of Common Stock offered hereby has
been passed upon for the Company by James A. Ounsworth, Esquire, 800 The
Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945. Mr. Ounsworth is
Vice President and General Counsel of Safeguard Scientifics, Inc. Mr. Ounsworth
holds 9,750 shares of Common Stock and options to purchase 111,000 shares of
Common Stock of Safeguard Scientifics, Inc. Safeguard Scientifics (Delaware),
Inc., a wholly owned subsidiary of Safeguard Scientifics, Inc., beneficially
owns 21,463,184 shares of Common Stock of the registrant, representing
approximately 62.3% of the registrant's outstanding shares of Common Stock, and
2,000,000 shares of Series B Preferred Stock, which is convertible into
2,954,209 shares of Common Stock and upon conversion would increase Safeguard's
ownership to approximately 65.3% of the registrant's outstanding shares of
Common Stock.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         ----------------------------------------- 

Section 145(a) of the Delaware General Corporation Law (the "GCL") empowers a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner he or she 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 his or her conduct was
unlawful.

Section 145(b) of the GCL empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against such expenses actually and reasonably
incurred by him or her in connection with the defense or settlement of such
action or suit if he or she acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matters as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
expenses which the court shall deem proper.

Section 145(c) of the GCL further provides that, to the extent a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to above or
in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.

Section 145(f) of the GCL provides that the statutory provisions on
indemnification are not exclusive of indemnification provided pursuant to, among
other things, the certificate of incorporation, by-laws or indemnification
agreements. The certificate of incorporation and by-laws of the Company provide
for mandatory indemnification to the full extent permitted by law, as described
above. In addition, the certificate of incorporation and by-laws provide
expanded rights to indemnification beyond the indemnification expressly
authorized by the GCL in that indemnification is expressly authorized against
penalties and punitive damages, as well as against judgments and amounts paid in
settlement of derivative suits.

The by-laws of the Company provide for indemnification of its directors and
officers to the full extent authorized by law, and the Company maintains
directors' and officers' liability insurance.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         ----------------------------------- 

Not Applicable

Item 8.  EXHIBITS.
         -------- 

The following is a list of exhibits required by Item 601 of Regulation S-K
filed as part of this Registration Statement.

4(a)   Certificate of Incorporation (1)(Exhibit B)

4(b)   Certificate of Amendment of the Certificate of Incorporation(2)
       (Exhibit 3(b))
4(c)   Certificate of Amendment of the Certificate of Incorporation filed on
       November 30, 1992 (3)(Exhibit 4(c))

4(d)   Certificate of Amendment of the Certificate of Incorporation filed on
       July 1, 1993 (3)(Exhibit 4(d))

4(e)   Certificate of Designation dated March 31, 1994 establishing Series B
       Cumulative Convertible Preferred Stock (4)(Exhibit 4(i))

4(f)   By-Laws, as revised April 1, 1991 (2)(Exhibit 3(c))

4(g)   Stock Option Plan for Directors

4(h)   Form of Stock Option Agreement

4(i)   Stock Option Agreement dated July 21, 1995 between CompuCom Systems,
       Inc. and Delbert W. Johnson

5      Opinion of James A. Ounsworth, Esquire

23(a)  Consent of Independent Auditors

23(b)  Consent of Counsel -- included in opinion filed as Exhibit 5 hereto.
_____

(1)  Filed on April 19, 1989 as an exhibit to the 1989 Annual Meeting Proxy
     Statement and incorporated herein by reference.
(2)  Filed on March 30, 1992 as an exhibit to the Annual Report on Form 10-K
     (No. 0-14371) and incorporated herein by reference.
(3)  Filed on March 14, 1994 as an exhibit to the Registration Statement on
     Form S-8 (No. 33-76382) and incorporated herein by reference.
(4)  Filed on May 16, 1994 as an exhibit to the Quarterly Report on Form 10-Q 
     for the Quarter Ended March 31, 1994 (No. 0-14371) and incorporated
     herein by reference.

Item 9.  UNDERTAKINGS.
         ------------ 

1.   UNDERTAKING REQUIRED BY REGULATION S-K ITEM 512(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 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)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.

     (2) 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.

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

2.   UNDERTAKING REQUIRED BY REGULATION S-K ITEM 512(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
an employee benefit 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.

3.   UNDERTAKING REQUIRED BY REGULATION S-K ITEM 512(h).
     -------------------------------------------------- 

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
                                  ----------

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on September 29, 1995.

                                  COMPUCOM SYSTEMS, INC.

                                  By:   /s/ Edward R. Anderson
                                        ----------------------
                                        Edward R. Anderson
                                        President and Chief Executive Officer
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. EACH PERSON IN SO SIGNING, ALSO MAKES, CONSTITUTES AND
APPOINTS EDWARD R. ANDERSON AND ROBERT J. BOUTIN, AND EACH OF THEM, HIS TRUE AND
LAWFUL ATTORNEYS-IN-FACT, IN HIS NAME, PLACE, AND STEAD TO EXECUTE AND CAUSE TO
BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ANY AND ALL AMENDMENTS TO
THIS REGISTRATION STATEMENT.

Dated:  Sept. 29, 1995        /s/ Edward R. Anderson
                          --------------------------------------------
                              Edward R. Anderson, President, Chief
                              Executive Officer and Director
                              (Principal Executive Officer)
                      
Dated:  Sept. 29, 1995        /s/ Robert J. Boutin
                          --------------------------------------------
                              Robert J. Boutin, Vice President-Finance and
                              Chief Financial Officer
                              (Principal Financial and Accounting Officer)
                      
Dated:  Sept. 29, 1995        /s/ James W. Dixon
                          --------------------------------------------
                              James W. Dixon, Chairman of the Board
                      
Dated:  Sept. 28, 1995        /s/ Daniel F. Brown
                          --------------------------------------------
                              Daniel F. Brown, Director
                      
Dated:  Sept. 28, 1995        /s/ Michael J. Emmi
                          --------------------------------------------
                              Michael J. Emmi, Director
                      
Dated:  Sept. 28, 1995        /s/ Richard F. Ford
                          --------------------------------------------
                              Richard F. Ford, Director
                      
Dated:  Sept. 28, 1995        /s/ Delbert W. Johnson
                          --------------------------------------------
                              Delbert W. Johnson, Director
                      
Dated:  Sept. 18, 1995        /s/ John D. Loewenberg
                          --------------------------------------------
                              John D. Loewenberg, Director
                      
Dated:  Sept. 28, 1995        /s/ Ira M. Lubert
                          --------------------------------------------
                              Ira M. Lubert, Director
                      
Dated:  Sept. 28, 1995        /s/ Warren V. Musser
                          --------------------------------------------
                              Warren V. Musser, Director
                      
Dated:  Sept. 28, 1995        /s/ Edward N. Patrone
                          --------------------------------------------
                              Edward N. Patrone, Director
                      
Dated:  Sept. 28, 1995        /s/ Charles A. Root
                          --------------------------------------------
                              Charles A. Root, Director
EXHIBIT INDEX
                                        
Exhibit
Number  Description of Exhibit
- ------  ----------------------
4(a)    Certificate of Incorporation (1)(Exhibit B)
        
4(b)    Certificate of Amendment of the Certificate of
        Incorporation (2)(Exhibit 3(b))
        
4(c)    Certificate of Amendment of the Certificate of
        Incorporation filed on November 30, 1992
        (3)(Exhibit 4(c))
        
4(d)    Certificate of Amendment of the Certificate of
        Incorporation filed on July 1, 1993 (3)
        (Exhibit 4(d))
        
4(e)    Certificate of Designation dated March 31, 1994
        establishing Series B Cumulative Convertible
        Preferred Stock (4)(Exhibit 4(i))
        
4(f)    By-Laws, as revised April 1, 1991 (2)(Exhibit 3(c))
        
4(g)    Stock Option Plan for Directors (5)
        
4(h)    Form of Stock Option Agreement (5)
        
4(i)    Stock Option Agreement dated July 21, 1995
        between CompuCom Systems, Inc. and Delbert W.
        Johnson (5)
        
5       Opinion of James A. Ounsworth, Esquire (5)
        
23(a)   Consent of Independent Auditors (5)
        
23(b)   Consent of Counsel -- included in opinion
        filed as Exhibit 5 hereto (5)

(1)  Filed on April 19, 1989 as an exhibit to the 1989 Annual Meeting Proxy
     Statement and incorporated herein by reference.
(2)  Filed on March 30, 1992 as an exhibit to the Annual Report on Form 10-K
     (No. 0-14371) and incorporated herein by reference.
(3)  Filed on March 14, 1994 as an exhibit to the Registration Statement on
     Form S-8 (No. 33-76382) and incorporated herein by reference.
(4)  Filed on May 16, 1994 as an exhibit to the Quarterly Report on Form 10-
     Q for the Quarter Ended March 31, 1994 (No. 0-14371) and incorporated
     herein by reference.
(5)  Filed herewith.