As filed with the Securities and Exchange Commission on November 30, 1998
                                                   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 401(k) Savings Plan
                              (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
============================================================================================================
                            |                |       Proposed      |       Proposed      |                   
  Title of securities to be |  Amount to be  |   maximum offering  |  maximum aggregate  |    Amount of
         registered         |   registered   |  price per share(1) |  offering price(1)  | registration fee
------------------------------------------------------------------------------------------------------------
                            |                |                     |                     |                      
<S>                         |       <C>      |         <C>         |       <C>           |       <C> 
 Common Stock,              |                |                     |                     |          
($.001 par value)           |     200,000    |        $10.1563     |       $2,031,260    |       $565
----------------------------|----------------|---------------------|---------------------|------------------
Interests in the Plan       |       (2)      |                     |                     |
============================================================================================================
<FN>
(1)  Based on the average of high and low sales prices as reported on the Nasdaq
     National  Market on  November  24,  1998 and used solely for the purpose of
     calculating  the  registration  fee  pursuant to Rule  457(h)(1)  under the
     Securities Act of 1933.

(2)  This Registration  Statement covers an indeterminate amount of interests to
     be offered or sold pursuant to the Anicom 401(k) Savings Plan in accordance
     with Rule 416(c) of the Securities Act.
</FN>
</TABLE>

<PAGE>



                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

         The information  called for in Part I of Form S-8 is currently included
in the prospectus for the Anicom 401(k) Savings Plan,  (the "Plan"),  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-K for the year ended
                   December 31, 1997;

         2.       The Company's  Quarterly Reports on Form 10-Q for the quarters
                  ended March 31, 1998, June 30, 1998 and September 30, 1998;

         3.       The Company's Current Reports on Form 8-K, dated September 22,
                  1998 and October 5, 1998 and the Company's  Current Reports on
                  Form 8-K/A dated May 23, 1996, November 5, 1996, September 25,
                  1997,  February  13,  1998,  April 20,  1998,  July 31,  1998,
                  October 29, 1998 and November 20, 1998; and

         4.       The description of the Common Stock contained in the Company's
                  registration  statement on Form 8-A filed under  Section 12 of
                  the Exchange Act as filed with the  Commission  on January 10,
                  1995 and all  amendments  thereto  and  reports  filed for the
                  purpose of updating such description.


         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities  Exchange Act of 1934, as amended  ("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 by reference in this Registration  Statement 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
in this Registration  Statement 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  will  provide,  without  charge,  to each  person who has
received a copy of any of the prospectuses to which this registration  statement
relates, on the written or oral request of such person, a copy of any or all the
documents that have been or may be incorporated  herein by reference (other than
exhibits  thereto,  unless  such  exhibits  are  specifically   incorporated  by
reference  therein).  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,
                           as amended.

         4.2**             Restated Bylaws of the Company.

         4.3***            Specimen Common Stock Certificate.

         4.4               Anicom, Inc. 401(k) Savings Plan.

         23.1              Consent of PricewaterhouseCoopers LLP.





                                      II-2
<PAGE>


         23.2              Consent of KPMG LLP.

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

____________________________
*       Incorporated by reference to Exhibit 3 of the Company's Quarterly Report
        on Form 10-Q for the quarter ended September 30, 1998.
**      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 the corresponding Exhibit of the  Company's
        Registration Statement on Form SB-2, as amended (Registration  Statement
        No. 33-87736C).




        An opinion  of  counsel  (Exhibit  No. 5) is not being  filed  since the
securities  being  registered are not original issue  securities and because the
Registrant  hereby  undertakes to submit the Anicom 401(k)  Savings Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and
will make all changes required by the IRS in order to qualify such plan.





                                      II-3

<PAGE>



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  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 30th day of November, 1998.

                                  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 and Donald C. Welchko,  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 on this 30th day of November,  1998
by the following persons in the capacities indicated.


         Signature                                   Title
--------------------------------        -------------------------------------  
                                               
                                               
    /S/ SCOTT C. ANIXTER                Chairman, Chief Executive Officer      
--------------------------------        (Principal Executive Officer) and      
      Scott C. Anixter                  Director   
                             
                                                                               
    /S/ ALAN B. ANIXTER                                                        
--------------------------------        Chairman of the Board and Director     
      Alan B. Anixter                                                          
                                                                               
                                        
     /S/ CARL E. PUTNAM                 President, Chief Operating Officer and 
--------------------------------        Director  
       Carl E. Putnam                                                          
                                                                               
                                             
                                             
   /S/ DONALD C. WELCHKO                Vice President, Chief Financial Officer
--------------------------------        and Director (Principal Financial and 
     Donald C. Welchko                  Accounting Officer)                    
                                                                               
                                                                               
     /S/ MICHAEL SEGAL                  Director 
--------------------------------                                          
       Michael Segal                                                           
      
                                                                          
      /S/ LEE B. STERN                  Director 
--------------------------------                                               
        Lee B. Stern                                                           
                                                                               
                                                                               
                                                                               
                             II-5               

<PAGE>



         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the plan administrator has duly caused this registration  statement to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Rosemont, State of Illinois, on this 30th day of November, 1998.


                                     Anicom 401(k) Savings Plan


                                     By Anicom, Inc., the Plan Administrator

                                     /S/ SCOTT C. ANIXTER 
                                     ---------------------------------------
                                     Scott C. Anixter
                                     Chairman and Chief Executive Officer















































                                      II-6
<PAGE>





                                  EXHIBIT INDEX



                                                                     
   Exhibit                                                           
   Number                     Description                            
4.4             Anicom 401(k) Savings Plan.
23.1            Consent of PricewaterhouseCoopers LLP.
23.2            Consent of KPMG LLP.
24              Power of Attorney (included on the signature
                page of this Registration Statement).














































                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 21508}]
{"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": "333-68119", "film-number": "98761704"}, "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 November 30, 1998
                                                   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 401(k) Savings Plan
                              (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      |                   
  Title of securities to be |  Amount to be  |   maximum offering  |  maximum aggregate  |    Amount of
         registered         |   registered   |  price per share(1) |  offering price(1)  | registration fee
------------------------------------------------------------------------------------------------------------
                            |                |                     |                     |
|
|
|
|
Common Stock,              |                |                     |                     |          
($.001 par value)           |     200,000    |        $10.1563     |       $2,031,260    |       $565
----------------------------|----------------|---------------------|---------------------|------------------
Interests in the Plan       |       (2)      |                     |                     |
============================================================================================================
(1)  Based on the average of high and low sales prices as reported on the Nasdaq
     National  Market on  November  24,  1998 and used solely for the purpose of
     calculating  the  registration  fee  pursuant to Rule  457(h)(1)  under the
     Securities Act of 1933.

(2)  This Registration  Statement covers an indeterminate amount of interests to
     be offered or sold pursuant to the Anicom 401(k) Savings Plan in accordance
     with Rule 416(c) of the Securities Act.
PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

         The information  called for in Part I of Form S-8 is currently included
in the prospectus for the Anicom 401(k) Savings Plan,  (the "Plan"),  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-K for the year ended
                   December 31, 1997;

         2.       The Company's  Quarterly Reports on Form 10-Q for the quarters
                  ended March 31, 1998, June 30, 1998 and September 30, 1998;

         3.       The Company's Current Reports on Form 8-K, dated September 22,
                  1998 and October 5, 1998 and the Company's  Current Reports on
                  Form 8-K/A dated May 23, 1996, November 5, 1996, September 25,
                  1997,  February  13,  1998,  April 20,  1998,  July 31,  1998,
                  October 29, 1998 and November 20, 1998; and

         4.       The description of the Common Stock contained in the Company's
                  registration  statement on Form 8-A filed under  Section 12 of
                  the Exchange Act as filed with the  Commission  on January 10,
                  1995 and all  amendments  thereto  and  reports  filed for the
                  purpose of updating such description.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities  Exchange Act of 1934, as amended  ("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 by reference in this Registration  Statement 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
in this Registration  Statement 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  will  provide,  without  charge,  to each  person who has
received a copy of any of the prospectuses to which this registration  statement
relates, on the written or oral request of such person, a copy of any or all the
documents that have been or may be incorporated  herein by reference (other than
exhibits  thereto,  unless  such  exhibits  are  specifically   incorporated  by
reference  therein).  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,
                           as amended.

         4.2**             Restated Bylaws of the Company.

         4.3***            Specimen Common Stock Certificate.

         4.4               Anicom, Inc. 401(k) Savings Plan.

         23.1              Consent of PricewaterhouseCoopers LLP.

                                      II-2
23.2              Consent of KPMG LLP.

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

____________________________
*       Incorporated by reference to Exhibit 3 of the Company's Quarterly Report
        on Form 10-Q for the quarter ended September 30, 1998.
**      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 the corresponding Exhibit of the  Company's
        Registration Statement on Form SB-2, as amended (Registration  Statement
        No. 33-87736C).

        An opinion  of  counsel  (Exhibit  No. 5) is not being  filed  since the
securities  being  registered are not original issue  securities and because the
Registrant  hereby  undertakes to submit the Anicom 401(k)  Savings Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and
will make all changes required by the IRS in order to qualify such plan.

                                      II-3
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  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 30th day of November, 1998.

                                  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 and Donald C. Welchko,  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 on this 30th day of November,  1998
by the following persons in the capacities indicated.

         Signature                                   Title
--------------------------------        -------------------------------------  
                                               
                                               
    /S/ SCOTT C. ANIXTER                Chairman, Chief Executive Officer      
--------------------------------        (Principal Executive Officer) and      
      Scott C. Anixter                  Director   
                             
                                                                               
    /S/ ALAN B. ANIXTER                                                        
--------------------------------        Chairman of the Board and Director     
      Alan B. Anixter                                                          
                                                                               
                                        
     /S/ CARL E. PUTNAM                 President, Chief Operating Officer and 
--------------------------------        Director  
       Carl E. Putnam                                                          
                                                                               
                                             
                                             
   /S/ DONALD C. WELCHKO                Vice President, Chief Financial Officer
--------------------------------        and Director (Principal Financial and 
     Donald C. Welchko                  Accounting Officer)                    
                                                                               
                                                                               
     /S/ MICHAEL SEGAL                  Director 
--------------------------------                                          
       Michael Segal                                                           
      
                                                                          
      /S/ LEE B. STERN                  Director 
--------------------------------                                               
        Lee B. Stern                                                           
                                                                               
                                                                               
                                                                               
                             II-5
The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the plan administrator has duly caused this registration  statement to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Rosemont, State of Illinois, on this 30th day of November, 1998.

                                     Anicom 401(k) Savings Plan

                                     By Anicom, Inc., the Plan Administrator

                                     /S/ SCOTT C. ANIXTER 
                                     ---------------------------------------
                                     Scott C. Anixter
                                     Chairman and Chief Executive Officer

                                      II-6
EXHIBIT INDEX

                                                                     
   Exhibit                                                           
   Number                     Description                            
4.4             Anicom 401(k) Savings Plan.
23.1            Consent of PricewaterhouseCoopers LLP.
23.2            Consent of KPMG LLP.
24              Power of Attorney (included on the signature
                page of this Registration Statement).

                                      II-7