As filed with the Securities and Exchange Commission 
                              on July 17, 1996.
                                                                  
                           Registration No.  33-   
                                                                  
         


                     SECURITIES AND EXCHANGE COMMISSION
                                                                 

                           Washington, D.C.  20549
                                                                  
                    

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

                                                                  
                          DATAFLEX CORPORATION
         (exact name of registrant as specified in its charter) 

New Jersey                5081                    22-2163376
(State or other  (Primary Standard Industrial) (I.R.S. Employer
jurisdiction of  (Classification Code Number) Identification No.)



                          3920 Park Avenue
                      Edison, New Jersey 08820
                           (908) 321-1100
        (Address, including zip code, and telephone number,
      including area code, of registrant's principal offices)

                                                                  
                          RICHARD C. ROSE
                 Chairman and Chief Executive Officer
                        Dataflex Corporation
                          3920 Park Avenue
                      Edison, New Jersey 08820
                          (908) 321-1100
         (Name, address, including zip code, and telephone
         number, including area code, of agent for service)
                                                                  
                      

                                                                  
                             Copy to:
                      W. RAYMOND FELTON, ESQ.
       Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
                      Metro Corporate Campus I
                        Post Office Box 5600
                   Woodbridge, New Jersey  07095
                          (908) 549-5600
                                                                  
                   

Approximate date of commencement of proposed sale to the public: 
As soon as practicable after this Registration Statement becomes
effective.
                                                                  
           If the only securities being registered on this Form
are being offered pursuant to dividend or interest reinvestment
plans, check the following box. ____                             
                                                              
                                    
           If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the following
box.  _____
                                                                  
<PAGE>
<TABLE>                                                          
<CAPTION>
                          CALCULATION OF REGISTRATION FEE

<S>              <C>           <C>        <C>       <C>
                               
                               Proposed   Proposed  
Title of each                  Maximum    Maximum
Class of                       Offering   Aggregate  Amount of
Securities to    Amount to be  Price per  Offering   Registration
to be Registered Registered    Share (2)  Price (2)  Fee
________________ ____________  _________  _________  ____________

Common Stock,    1,330,744       $ 4.50   $5,988,348  $2,064.78
  no par value 


(1)  An undetermined number of additional shares may be issued as
a result of stock dividends, stock splits or other
recapitalizations.  Of the restricted Shares registered hereby,
52,730 Shares are currently tradeable by the holders, 9,007
additional Shares will be tradeable as of April 1, 1997, and
9,007 additional Shares will be tradeable as of April 1, 1998.

(2)  These shares of Common Stock represent the shares of Common
Stock with respect to which options have been granted under the
1994 Stock Option Plan and certain other restricted shares
granted to executive officers of the Company.  Options to
purchase 769,074 shares have been granted to certain of the
registrant's employees and directors at exercise prices from 
$5.75 to $8.75 per share.  The balance of 30,926 shares under the
1994 Stock Option Plan are to be offered at prices not presently
determinable.  Pursuant to Rule 457(h), the offering price for
such shares is estimated solely for the purpose of computing the
registration fee and is based on the closing price of the Common
Stock on July 16, 1996, $ 4.50, as reported on The Nasdaq
National Market System of the National Association of Securities
Dealers, Inc. 

           The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further
amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.


<PAGE>
                                                                  
                        DATAFLEX CORPORATION
                        Cross Reference Sheet


Form S-8 Item No. 
and Caption                Prospectus Caption                Page

1. Plan Information......  Available Information; 
                           Introduction; Purpose and
                           Administration of Plan;
                           Description of Options and 
                           Tax Status                      4,5,6

2. Registrant Information 
   and and Employee Plan 
   Annual Information....  Introduction; Purpose and
                           Administration of Plan; 
                           Additional Information          5, 10

3. Incorporation of 
   Documents by 
   Reference............   Incorporation of Certain 
                           Information by Reference        12

4. Description of 
   Securities...........   Description of Capital 
                           Stock                           11

5. Interests of Named 
   Experts and Counsel.... Legal Matters                   11

6. Indemnification of 
   Directors and Officers. Not Applicable

7. Exemption From Registra-
   tion Claimed..........  Not Applicable

8. Exhibits..............  Exhibits                      II-8

9. Undertakings..........  Undertakings                  II-1

<PAGE>


PROSPECTUS


                             DATAFLEX CORPORATION

             1994 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
                                     AND
                   COMMON STOCK GRANTS TO EXECUTIVE OFFICERS



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

                     1,330,744 SHARES OF COMMON STOCK
                        (NO PAR VALUE PER SHARE)

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




          Options for shares (the "Shares") of the common stock,
no par value per share (the "Common Stock") of Dataflex Corp.
(the "Company") covered by this Prospectus have been, and may in
the future be, granted by the Company to employees (including
officers) of the Company under the 1994 Stock Option Plan (the
"Plan").  Options covering 769,074 Shares have been granted to
certain employees of the Company and additional options to
acquire up to 30,926 shares remain available for grant under the
Plan.  Each employee receiving an option is offered the
opportunity to purchase the number of Shares specified in such
option at a price and on the terms set forth therein.  Certain of
the Shares covered by this Prospectus have been issued to
officers of the Company as compensation for services.  The sale
of these Shares by such officers are restricted.  See Description
of Executive Compensation Shares.

          The net proceeds of the offering covered hereby are not
now determinable as such proceeds will depend upon the number of
shares offered, the number of shares purchased, prevailing market
prices and expenses incurred.  

          It is advisable for an optionee to consult with legal
counsel concerning the securities and tax law implications of his
acquisition or disposition of shares under the Plan. 

          Any officer, director or beneficial owner of more than
10% of the Company's common stock who holds an option under the
Plan should consider the applicability of Section 16 of the
Securities Exchange Act of 1934, as amended, in connection with
the exercise of any such option and the disposition of any of the
Company's common stock acquired thereby. 

          The principal executive office of the Company is
located at 3920 Park Avenue, Edison, New Jersey 08820 and the
telephone number of such office is (908) 321-1100.



          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



               The date of this Prospectus is July 17, 1996.<PAGE>
<PAGE>
           No dealer, salesperson or other person is authorized
in connection with any offering made hereby to give any
information or to make any representation not contained in this
Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized
by the Company.  This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any of the Shares to
any person in any jurisdiction in which it is unlawful to make
such an offer or solicitation to such person.  Neither the
delivery of this Prospectus nor any sale made hereunder shall 
under any circumstances create any implication that the
information contained herein is correct as of any date subsequent
to the date hereof. 

<PAGE>
<PAGE>

                                                                
                            TABLE OF CONTENTS 
 

                                                                  

                                                             PAGE
 
AVAILABLE INFORMATION ..................................        4
 
INTRODUCTION ...........................................        5
 
PURPOSE AND ADMINISTRATION OF PLAN .....................        5
 
DESCRIPTION OF OPTIONS AND TAX STATUS...................        6
 
      Award of Options .................................        6
      Period of Plan; Amendments .......................        6
      Exercise .........................................        7
      Vesting...........................................        7
      Termination of Employment ........................        7
      Option Price .....................................        7
      Nontransferability ...............................        8
      Federal Income Tax Treatment of Incentive and
            Non-Qualified Stock Options ................        8

DESCRIPTION OF EXECUTIVE COMPENSATION SHARES............        9 
                                                                  
         

DESCRIPTION OF ISSUANCE OF OPTIONS IN CONNECTION WITH
 THE ACQUISITION OF THE ASSETS OF GRANITE COMPUTER
 PRODUCTS, INC..........................................        9

DESCRIPTION OF STOCK OPTIONS TO JOHN G. RAOS AND 
 CHARLES C. KELLY........................................       9

RESTRICTIONS ON RESALE OF COMMON STOCK .................       10

DESCRIPTION OF CAPITAL STOCK ...........................       11

      General ..........................................       11
      Common Stock .....................................       11
      Transfer Agent....................................       11

LEGAL MATTERS ..........................................       11
 
ADDITIONAL INFORMATION..................................       11
 
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE ......       12



<PAGE>
<PAGE>                                                         
AVAILABLE INFORMATION

       The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission").  Such reports, proxy statements
and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the regional offices
of the Commission located at 500 West Madison Street, Chicago,
Illinois 60601 and 7 World Trade Center, New York, New York
10048.  Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.   

       The Company's Common Stock is quoted on the NASDAQ
National Market System, and such reports, proxy statements and
other information can also be inspected at the offices of NASDAQ
Operations, 1735 K Street, N.W., Washington, D.C.

       This Prospectus omits certain information contained in the
Registration Statement on file with the Commission with respect
to the Shares offered hereby.  The information omitted may be
obtained from the Commission's office at 450 Fifth Street, N.W.,
Washington, D.C. upon payment of the fees prescribed by the rules
and regulations of the Commission, or examined there without
charge. 

       The Company will provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any or all
of the documents incorporated by reference in the Registration
Statement of which this Prospectus forms a part (excluding
exhibits to such documents unless specifically incorporated by
reference).  Requests for such copies should be directed to
Investor Relations Department, Dataflex Corporation, 3920 Park
Avenue, Edison, New Jersey 08820, (908) 321-1100.

       The Company furnishes its shareholders with annual reports
containing audited financial statements. 

<PAGE>
<PAGE>
                          INTRODUCTION

     The Company has adopted the Plan pursuant to a resolution of
its Board of Directors effective July 22, 1994 and the approval
by its shareholders on September 1, 1994.  Under the Plan, Shares
may be offered to employees and officers of the Company and its
subsidiary corporation in accordance with the Plan as
describedherein.  These offers are, or will be, made at the
prices and on the terms and conditions contained in the
respective stock option agreements between the Company and the
recipients of stock option grants. 

     The Company issued Shares to certain of the executive
officers on or about April 3, 1995 in connection with amendments
to existing employment agreements.  The transfer of these Shares
are restricted as described below.

     Certain other of the shares being registered hereby were
issued pursuant to stock options granted to individuals in
connection with the acquisition of the assets of Granite Computer
Products, Inc. in March 1994.  

     The remainder of the Shares relate to stock options were
granted to John C. Raos and Charles C. Kelly in connection with
their joining the Company as directors.

     The Company's principal executive offices and telephone
number are set forth on the Cover Page of this Prospectus.

     The following is a summary of the Plan, which is qualified
in its entirety by reference to the Plan and certain other
agreements which have been filed previously with the Securities
and Exchange Commission and are incorporated by reference in the
Registration Statement on Form S-8 of which the Prospectus is a
part.


               PURPOSES AND ADMINISTRATION OF PLAN

     The Company believes that Plan provides valuable incentives
for employees of the Company by providing an opportunity for
investment in the Company's Common Stock as an inducement for
such individuals to remain with the Company and thereby
encouraging them to increase their effort to make the Company's
business more successful.  In accordance with this believe, the
Board of Directors of the Company adopted the Plan, which was
approved by the Shareholders of the Company in September 1994.

     Pursuant to the Plan 800,000 Shares are reserved for
issuance thereunder.  In the event there is any change in the
number of issued shares of the Company without new consideration
to the Company (such as by stock dividends or stock splits) or in
the event that the number of outstanding shares of the Company is
changed into or exchanged for a different number of shares of
Common Stock or other securities of the Company or of another
corporation, whether through reorganization, recapitalization,
split-up, combination of shares, merger or consolidation, the
number of Shares reserved for issuance under the Plan, the number
of Shares subject to any outstanding option and the option price
per Share of each outstanding stock option shall be appropriately
adjusted.  In the event there is any change in the number or kind
of outstanding shares of Common Stock or of any shares or other
securities into which such shares of Common Stock have been
changed or exchanged, other than the transactions specified in
this paragraph, equitable adjustment in the options may be made
in the sole discretion of the Company's Committee appointed by
the Board of Directors which has been appointed to administer the
Plan.

     The Plan is not subject to any provisions of the Employee
Retirement Income Security Act of 1974.

     The Company will provide reports to participating employees
as to the amount and status of their accounts upon request.


              DESCRIPTION OF OPTIONS AND TAX STATUS

     The Plan provides for the grant of incentive and
non-qualified stock options.  A description of these options and
certain federal income tax aspects associated therewith is set
forth below.  Because tax results may vary due to individual
circumstances, each participant in the Plan is urged to consult
his or her personal tax advisor with respect to the federal and
state tax consequences of the exercise of an option or the sale
of stock received upon the exercise thereof.

Award Of Options.

     Options may be granted under the Plan to all employees
(including employees who are officers and/or directors of the
Company and its subsidiary corporation.  No individual employee
shall be permitted to receive options to purchased more than
200,000 Shares.  No qualified stock options have been granted,
and non-qualified stock options covering 769,074 Shares, have
been granted to certain employees of the Company.

Period of Plan; Amendments.

     No options may be granted under the Plan after September 1,
2004.  The Committee appointed by the Board of Directors may
amend the Plan as it deems advisable.  No amendment may, without
further approval of the shareholders of the Company (a) increase
the total number of shares issuable pursuant to options granted
under the Plan or the maximum number of Shares for which options
may be granted to any individual employee, (b) reduce the
exercise price of any Incentive Option granted under the Plan,
(c) modify the provisions of the Plan relating to eligibility or
(d) materially increase the benefits accruing to participants
under the Plan.  The Committee shall be authorized to amend the
Plan and the options granted thereunder to permit the Incentive
Options granted thereunder to qualify as "incentive stock
options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, or the Treasury Regulations
promulgated thereunder.  

Exercise.

     Options granted under the Plan are exercisable at such
times, in such amounts, and during such period or periods as the
Committee shall determine at the date of the grant, but may, at
no circumstance be exercisable for more then ten (10) years after
the date of grant.  However, incentive stock options granted to
an employee, who, prior to the date of grant, holds more then 10%
of the total combined voting power of all classes of the Company
(or of applicable, of any parent or subsidiary corporations ("10%
Shareholder")) may not be exercisable for more than five (5) 
years from the date of grant.  As of March 31, 1996, 769,074
options have been granted under the Plan.

Vesting.

     The Board of Directors determines the vesting schedule of
options at the time they are granted.  With vesting to occur
within a period not greater than ten (10) years from the date of
grant of the option.  Of the 619,760 options currently
outstanding, 183,669 are currently vested, 154,940 vest in the
year ending March 31, 1997, 154,940 vest in the year ending March
31, 1998 and 126,211 vest in the year ending March 31, 1999.

Termination of Employment.

     Outstanding options may be exercised during employment with
the Company.  If the employment of any employee shall terminate
for any reason other than death, disability, retirement,
termination by employee for "good" reason or termination by the
employer other than for cause, as defined in the Plan, any option
previously granted to such employee, to the extent not
theretofore exercised, will terminate and become null and void
upon such termination of employment.  If termination is by reason
of the death or disability of an optionee, any option exercisable
immediately prior to the optionee's death or disability, may be
exercised by the legal representative or beneficiary of the
optionee's estate or the optionee, as the case may be within
twelve (12) months after the death or disability of the optionee
with respect to the Shares eligible for purchase on the date of
such death or disability.  If termination is by reason of the
retirement of optionee, termination by the optionee for "good"
reason or termination by the employer other than for cause, the
options, shall be exercisable for any and all of such number of
Shares that such optionee is entitled to exercise at the
effective date of the termination of employment, at any time up
to and including three (3) months after the effective date of
such termination of employment. 

Option Price.

     The Plan provides that the option price with respect to each
option will be determined by the Committee, but, in case of the
incentive stock options, shall not be less than 100% (110%, in
the case of incentive stock options granted to 10% Shareholders)
of the fair market value of the Company Stock on the date the
option is granted.  Payment of the option price shall be made in
cash or certified check, or as otherwise set forth in the grant
of the option.

Non Transferability.

     Each option granted under the Plan is not transferable by
the holder except by will or the laws of decedent or distribution
of the estate in which the holder is domiciled at the time of his
or death.

Federal Income Tax Treatment of Incentive and Non-Qualified Stock
Options.

     Currently, an employee will not be deemed to have realized
income upon the grant of a non-qualified stock option unless the
option has a readily ascertainable fair market value at the time
it is granted.  Generally, an employee will recognize ordinary
income upon the exercise of a non-qualified stock option (or, if
the stock subject to the option is restricted within the meaning
of Code Section 83 and the employee does not otherwise elect to
recognize income upon the exercise of the stock option, at such
time as the Shares become transferable or are no longer subject
to a substantial risk of forfeiture) in an amount equal to the
excess (if any) of the fair market value of the Shares purchased,
at the time of exercise (or at such later time when he stock is
no longer restricted in the case of restricted stock), over the
exercise price.  The Company will be entitled to deduct an amount
equal to the amount included as ordinary income by the employee
for the Company's taxable year which includes the close of the
employee's taxable year in which the income is included by the
employee.  Options granted to officers, directors and 10%
shareholders are deemed restricted for six (6) months from the
date of grant for purposes of the securities laws.

     An employee will also not be deemed to have received income
upon the grant of an incentive stock option or, except as noted 
below, upon the exercise of such option.  Unless shares acquired
upon exercise are disposed of within two years of the date of
grant or within one year of exercise, upon the sale of such
shares, the optionee will generally recognize capital gain or
loss measured by the difference between the amount realized on
the sale and the price paid for the shares.  If a sale is made
prior to either of such dates, an optionee's gain on the sale of
the shares will be treated as ordinary income to the extent of
the lesser of (i) the excess of the fair market value of the
shares at the time of exercise over the option price and (ii) the
excess of the amount realized on the sale of stock over the
option price.  The Company will be allowed a deduction at the
time of sale in the amount of the ordinary income recognized by
the optionee.  The balance of any gain realized will be treated
as long-term or short-term capital gain, depending upon the
length of time the shares were held by the optionee.

     Generally, the excess of the fair market value of an
incentive stock option at the time of exercise (or, if the stock
subject to the option is restricted within the meaning of Code
Section 83, at such time as the shares become transferable or are
not longer subject to a substantial risk of forfeiture), over the
option price constitutes an item of tax preference for purposes
of the alternative minimum tax.  Thus, under certain
circumstances, the exercise of an incentive stock option will
result in a tax at the time of exercise.

     There can be no assurance that the Code or the Regulations
will not be amended to change these tax consequences.

     Reference should be made to the applicable provisions of the
Code and to the Regulations for more detailed information as to
the tax treatment of options granted pursuant to the Plan. 
Optionees should consult their tax advisors with specific
reference to their own tax situations and with regard to
potential changes in the applicable laws.


          DESCRIPTION OF EXECUTIVE COMPENSATION SHARES

     In April 1995, the Company issued 70,744 shares of common
stock to certain employees as part of amendments to existing
employment agreements.  Pursuant to the terms of the amended
agreements, the shares are subject to certain restrictions which
expire no later than March 31, 1998.  The restrictions lapse
equally each year for the term of the grant and with respect to
all shares in the event of termination of employment for any
reason other than "cause", voluntary termination for "good
reason" and death or disability, as defined in the amended
employment agreements.  If at any time prior to the expiration of
the restricted period, employment is terminated "for cause" or
any other reason not provided for under the agreement, any such
shares still subject to restrictions, as previously described,
shall be transferred to the Company, without monetary
consideration. 


DESCRIPTION OF ISSUANCE OF OPTIONS IN CONNECTION WITH THE
ACQUISITION OF THE ASSETS OF GRANITE COMPUTER PRODUCTS, INC.

     In connection with the purchase of certain of the assets of
Granite Computer Products, Inc., the Company issued an aggregate
of 300,000 stock options to the following new employees: Peter
Jackson, Brendan McLoughlin, Donald Freed and Nathaniel Dodge. 
These options vested at an annual rate of 25% commencing April 6,
1995.  The employment of these individuals has been terminated. 
As a result only fifty percent of the options have vested.  The
remainder have expired due to the termination of employment. 
Therefore, 150,000 shares are being registered hereby in
conection with the above described stock option grants.


DESCRIPTION OF STOCK OPTIONS TO JOHN G. RAOS AND CHARLES C. KELLY

     In November, 1993, in connection with his joining the
Company's Board of Directors, the Company granted to John Raos,
an option to purchase 300,000 shares of Common Stock at its then
fair market value of $5.00 per share.

     In connection with his joining the Company's Board of
Directors, the Company granted to Charles Kelly, an option to
purchase 10,000 shares of Common Stock at the fair market value
thereof at the date of the grant.

     These options vest and become exercisable pro-rata on an
annual basis over a four-year period.  The options may be
exercised during the period Mr. Raos or Mr. Kelly, as applicable,
is a member of the Board of Directors of the Company, or within
three months after termination of his service as a member of the
Board of Directors of the Company, subject to the following:  (i)
if termination is by reason of Mr. Raos' or Mr. Kelly's death, as
applicable, any portion of the option exercisable immediately
prior to his death may be exercised within one year after his
death with respect to the number of shares eligible for purchase
on the date of his death; (ii) if termination is for cause (as
determined in the sole discretion of the other members of the
Board of Directors), the vested but unexercised portion of the
option will be immediately forfeited; and (iii) if termination is
by reason of permanent disability, the option may be exercised
within one year following the date of termination.  In addition,
the option is exercisable only to the extent that it has vested
as of the date of termination of service as a Director.  The
option may, in no circumstance, be exercisable more than ten
years after the date of grant.

     The options granted to Messrs. Raos and Kelly are Non-
Qualified Stock Option.  For a discussion of certain federal
income tax consequences in respect of this option, see "Certain
Federal Income Tax Consequences - Non-Qualified Options"
appearing in DESCRIPTION OF OPTIONS AND TAX STATUS above.


             RESTRICTIONS ON RESALE OF COMMON STOCK

     While the Plan does not place restrictions on resales of
Shares acquired thereunder, Shares acquired under the Plan by an
"affiliate" as the term is defined in Rule 405 under the
Securities Act of 1933, as amended (the "Act"), may only be
resold pursuant to the registration requirements of the Act, Rule
144, or another applicable exemption therefrom.  Generally, sales
of securities, including Shares, are subject to the antifraud
provisions contained in federal and state securities laws. 
Acquisitions (including acquisitions under the Plan) and
dispositions of Shares by an officer, director or certain
affiliates of the Company within any six-month period may give
rise to the right of the Company to recapture any profit from
such transactions pursuant to Section 16(b) of the Securities
Exchange Act of 1934.

     It is advisable for a participant to consult with legal
counsel concerning the securities law implications of his
exercise of options and his acquisition or disposition of Shares
under the Plan.


<PAGE>
<PAGE>            DESCRIPTION OF CAPITAL STOCK

General.

     The Company is authorized to issue 20,000,000 shares of
Common Stock no par value.  As of the date of this Prospectus,
there are 5,473,760 shares of Common Stock outstanding.

Common Stock.

     Each share of Common Stock has one vote on all matters
presented to the Shareholders.  Since the Common Stock does not
have cumulative voting rights the holders of more than 50% of the
shares may, if they choose to do so, elect all of the directors,
and, in that event, the holders of the remaining Shares will not
be able to elect any of the Company's directors.  The holders of
Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors out of funds legally available
therefor.  In the event of liquidation, dissolution or winding up
of the Company, the holders of Common Stock are entitled to share
ratably in all assets remaining available for distribution to
them after payment of liabilities and after provision for claims
against the Company.  Holders of shares of Common Stock, as such,
have no conversion, preemptive or other subscription rights, and
there are no redemption provisions applicable to the Common
Stock.  All of the outstanding shares of Common Stock are, and
the shares of Common Stock offered hereby, when issued against
payment of the consideration set forth in this Prospectus, will
be, fully paid and nonaccessable.

Transfer Agent.

     The registrar and transfer agent for the Company's Common
Stock is American Stock Transfer Company, 40 Wall Street, New
York, New York 10005.


                          LEGAL MATTERS

     The legality of the Shares offered by this Prospectus has
been passed upon by Greenbaum, Rowe, Smith, Ravin, Davis &
Himmel, Woodbridge, New Jersey.

                     ADDITIONAL INFORMATION


     This Prospectus constitutes a part of a Registration
Statement filed by the Company with the Securities and Exchange
Commission, Washington, D., under the Securities Act of 1933. 
This Prospectus omits certain of the information contained in the
Registration statement and reference is hereby made to the
Registration Statement and to the exhibits relating thereto for
further information with respect to the Company and the
securities to which this Prospectus relates.  Statements herein
contained concerning the provisions of any document it are not
necessarily complete, and, in each instance, reference is made to
the copy of such document filed as an exhibit to the Registration
Statement.  Each such statement is qualified in its entirety by
such reference.

        INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The following documents filed by the Company with the
Commission pursuant to the Exchange Act (File No. 0-15551) are
hereby incorporated by reference in this Prospectus, except as
otherwise superseded or modified herein:

     (a)  The Company's Annual Report on Form 10-K for the fiscal
          year ended March 31, 1996.
     
     (b)  The Company Proxy Statement for its Annual Meeting of
          Shareholders held September 1, 1995.

     (c)  All documents subsequently filed by the Company
          pursuant to Section 13, 14, or 15(d) of the Exchange
          Act prior to the termination of the offering to which
          this Prospectus relates shall be deemed to be
          incorporated by reference into this Prospectus and to
          be a part hereof from the date of filing of such
          documents.

     Any statement contained in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Prospectus to
the extent that a statement contained herein or in any other
subsequently filed documents which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

     The Company will furnish without charge to each person to
whom this Prospectus is delivered, upon his written or oral
request, a copy of any or all of the documents referred to above
which have been incorporated into this Prospectus by reference
(other than exhibits to such documents).  Requests for such
copies should be directed to:

                      DATAFLEX CORPORATION
                        3920 Park Avenue
                    Edison, New Jersey  08820
            Attention:  Investor Relations Department
                         (908) 321-1100


PAGE
<PAGE>
  No dealer, salesperson or
other person has been
authorized to give any infor-
mation or to make any
representations in connection
with this offering other than
those contained in this
Prospectus and, if given or             DATAFLEX CORPORATION
made, such information or
representations must not be
relied upon as having been
authorized by the Company. 
This Prospectus does not
constitute an offer to sell or
a solicitation of an offer to
buy by anyone in any jurisdic-
tion in which such offer or            1,330,744 Shares of
solicitation is not authorized,            Common Stock
or in which the person making
such offer or solicitation is
not qualified to do so, or to
any person to whom it is
unlawful to make such offer or
solicitation.  Neither the
delivery of this Prospectus nor
any sale made hereunder shall,
under any circumstances, create
an implication that here has
not been any change in the
affairs of the Company since
the date hereof.               
                         

       TABLE OF CONTENTS
                          Page
Available Information        4
Introduction                 5
Purpose and Administration
 of Plan                     5
Description of Options                 _________________________
 and Tax Status              6
Description of Executive                     PROSPECTUS
 Compensation Shares         9         _________________________
Description of Issuance of     
 Options in Connection with the 
 Acquistion of the Assets of   
 Granite Computer Products,    
 Inc.                        9              July 17, 1996
Description of Stock Options to 
 John G. Raos and Charles C.   
 Kelly                       9
Restrictions on Resale
 of Common Stock            10
Description of Capital
 Stock                      11
Legal Matters               11
Additional Information      11
Incorporation of Certain
 Information By Reference   12<PAGE>
<PAGE>
                             PART II
             INFORMATION NOT REQUIRED IN PROSPECTUS



Item 3.  Incorporation of Documents by Reference

 The information called for by this item is incorporated herein
by reference to the information set forth under the captions
"Incorporation of Documents by Reference" set forth in the
Prospectus filed as part of this Registration Statement.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Officers and Directors

 The description set forth under the caption "Indemnification of
Officers and Directors" set forth in the Company's Form S-1
Registration Statement No. 33-33472 is incorporated herein by
reference.

Item 7.  Exemption from Registration Claimed 

 Not applicable.

Item 8.  Exhibits

 4.       Dataflex Corp. 1994 Incentive and 
          Non-Qualified Stock Option Plan

 5.       Opinion of Greenbaum, Rowe, Smith, Ravin, Davis &
          Himmel          
 23(a).   Consent of Price Waterhouse LLP

 23(b).   Consent of Greenbaum, Rowe, Smith, Ravin, Davis &
          Himmel
          (contained in Exhibit 5)

 24.      Power of Attorney


Item 9.  Undertakings

 (1)      The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of the registrant's
annual report to shareholders for its latest fiscal year, unless
such employee otherwise has received a copy of such report on the
written request of the employee.  If the latest fiscal year of
the registrant has ended within 120 days prior to the use of the
prospectus, the annual report of the registrant for the preceding
fiscal year may be so delivered, but within such 120 day period
the annual report for the latest fiscal year will be furnished to
each such employee.

 (2)      The undersigned registrant hereby undertakes to
transmit or cause to be transmitted to all employees
participating in the Plan and who do not otherwise receive such
material as shareholders of the registrant, at the time and in
the manner such material is sent to its shareholders, copies of
all reports, proxy statements and other communications
distributed to its shareholders generally.

 (3)      The undersigned registrant and plan hereby undertake to
transmit or cause to be transmitted promptly, without charge, to
any participant in the plan who makes a written request, a copy
of the then latest annual report of the plan filed pursuant to
Section 15(d) of the Securities Exchange Act of 1934 (Form 11-K). 
If such report is filed separately on Form 11-K, such form shall
be delivered upon written request.  If such report is filed as a
part of the registrant's annual report on Form 10-K, that entire
report (excluding exhibits) shall be delivered upon written
request.  If such report is filed as part of the registrant's
annual report to shareholders delivered pursuant to paragraph (1)
or (2) of this undertaking, additional delivery shall not be
required.

 (4)      The undersigned registrant hereby undertakes:

     (i)   that for the purpose of determining any liability
under the Securities Act of 1933 each such post-effective
amendment and each filing of the registrant's annual report
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 (or, where applicable, each filing of the plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof;

     (ii)   that all such new registration statements shall
comply with the applicable forms, rules and regulations of the
Commission in effect at the time such post-effective amendments
or annual reports are filed; and

     (iii)  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 Plan.

 (5)      The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made of the
securities registered hereby, a post-effective amendment to this
registration statement:

     (i)  to include any prospectus required by Section 
          10(a)(3) of the Securities Act of 1933;

     (ii) to reflect in the prospectus any facts or events
          arising after the effective date of this registration
          statement (or the most recent post-effective amendment
          thereof) which, individually or in the aggregate,
          represent a fundamental change in the information set
          forth in this registration statement; and

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


provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above 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 issuer pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration
statement.


<PAGE>
<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
Township of Edison, State of New Jersey, on the 16th day of July,
1996.

                          DATAFLEX CORPORATION


                      By: /s/ Richard C. Rose         
                         _____________________________
                          Richard C. Rose,  Chairman
                          and Chief Executive Officer

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

Signature                  Title                     Date
_________                  _____                     ____

/s/ Richard C. Rose      Chairman, Chief        July 16, 1996
___________________      Executive Officer,
                         and Director,
                         Principal Executive
                         Officer

/s/ Raymond DioGuardi    Senior Vice President  July 16, 1996
____________________     Finance, Chief
RAYMOND DIOGUARDI        Financial Officer,
                         Principal Financial
                         and Accounting Officer July 16, 1996

/s/ Philip Doganiero     President, Director    July 16, 1996
____________________
PHILIP DOGANIERO

/s/ Gordon McLenithan    Director               July 16, 1996
_____________________
GORDON McLENITHAN

/s/ John Raos            Director               July 16, 1996
_____________________
JOHN RAOS

/s/ Charles C. Kelly     Director               July 16, 1996
_____________________
CHARLES C. KELLY

<PAGE>
                        POWER OF ATTORNEY

 KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard C. Rose or Raymond
DioGuardi his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory
authority, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be one in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

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

Signature                  Title                     Date
_________                  _____                     ____

/s/ Richard C. Rose      Chairman, Chief        July 16, 1996
___________________      Executive Officer,
                         and Director,
                         Principal Executive
                         Officer

/s/ Raymond DioGuardi    Senior Vice President  July 16, 1996
____________________     Finance, Chief
RAYMOND DIOGUARDI        Financial Officer,
                         Principal Financial
                         and Accounting Officer July 16, 1996

/s/ Philip Doganiero     President, Director    July 16, 1996
____________________
PHILIP DOGANIERO

/s/ Gordon McLenithan    Director               July 16, 1996
_____________________
GORDON McLENITHAN

/s/ John Raos            Director               July 16, 1996
_____________________
JOHN RAOS

/s/ Charles C. Kelly     Director               July 16, 1996
_____________________
CHARLES C. KELLY


<PAGE>
                         PLAN SIGNATURE

 Pursuant to the requirements of the Securities Act of 1993, the
Dataflex Corporation 1994 Employee Stock Option Plan has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Township of
Edison, State of New Jersey, on this 16th day of July, 1996.

                         DATAFLEX CORPORATION 1994 Employee Stock
                         Option Plan
                         BY: Dataflex Corporation, Administrator



                           BY:/s/ Richard C. Rose          
                              _____________________________
                              RICHARD C. ROSE, President

<PAGE>
               CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated July 2,
1996, which appears on page F-1 of the Dataflex Corporation
Annual Report on Form 10-K for the year ended March 31, 1996. 



PRICE WATERHOUSE LLP          


Morristown, New Jersey
July 16, 1996

<PAGE>
                          EXHIBIT INDEX

    Exhibit Number      Description of Document             Page

      4        Dataflex Corporation 1994 Incentive
                and Non-Qualified Stock Option Plan         (a)

      5        Opinion of Greenbaum, Rowe, Smith,
                Ravin, Davis & Himmel                       II-

     23(a)     Consent of Price Waterhouse LLP              II-7

     23(b)     Consent of Greenbaum, Rowe, Smith,
                Ravin, Davis & Himmel
                (contained in Exhibit 5)                     --

     24        Power of Attorney                            II-5


 (a)  Incorporated by reference from Dataflex Corporation's
Annual Proxy Statement filed September 1, 1994.

<PAGE>
                           EXHIBIT 5


          Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
                   Metro Corporate Campus One
                         P.O. Box  5600
                    Woodbridge, NJ 07095-0988





                          July 17, 1996


Dataflex Corporation 
3920 Park Avenue
Edison, New Jersey 08820

 
     Re:  Dataflex Corporation
 
Gentlemen: 
 
          We have acted as counsel to Dataflex Corporation, a New
Jersey corporation (the "Company") in connection with the filing by
the Company of a Registration Statement on Form S-8 (Registration
No. 33-        ), covering the registration of 1,330,744 shares of
its common stock ("Common Stock") in accordance with options issued
pursuant to the 1994 Stock Option Plan (the "Plan").  We have been
asked to issue an opinion as to whether the Common Stock being
registered will, when issued, be legally issued, fully paid, non-
assessable, and binding obligations of the Company.

          As counsel to the Company, we have examined the
Certificate of Incorporation and By-Laws, as amended to date, and
other corporate records of the Company and have made such other
investigations as we have deemed necessary in connection with the
opinion hereinafter set forth.  We have relied, to the extent we
deem such reliance proper, upon certain factual representations of
officers and directors of the Company given in certificates, in
answer to our written inquiries and otherwise, and, although we
have not independently verified all of the facts contained therein,
nothing has come to our attention that would cause us to believe
that any of the statements contained therein are untrue or
misleading. 
 
          In making the aforesaid examinations, we have assumed the
genuineness of all signatures and the conformity to original
documents of all copies furnished to us.   We have assumed that the
corporate records of the Company furnished to us constitute all of
the existing corporate records of the Company and include all
corporate proceedings taken by it.
 
          Based solely upon and subject to the foregoing, we are of
the opinion that:

          The shares of Common Stock have been duly authorized
and reserved for issuance and, when issued in accordance with the
terms of the Plan, will have been validly issued and will be fully
paid and non-assessable, and the issuance of such shares is not
subject to any preemptive or similar rights.
 
          We hereby consent to the filing of this opinion as an
Exhibit to the aforesaid Registration Statement and to the
reference to our firm under the caption "Legal Matters" in the
Prospectus. 
                                   Very truly yours, 


                    Greenbaum, Rowe, Smith, Ravin, Davis & Himmel

</TABLE>
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{"company-data": {"conformed-name": "DATAFLEX CORP", "cik": "0000355735", "assigned-sic": "5045", "irs-number": "222163376", "state-of-incorporation": "NJ", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08299", "film-number": "96595994"}, "business-address": {"street1": "3920 PARK AVE", "city": "EDISON", "state": "NJ", "zip": "08820", "phone": "9083211100"}, "mail-address": {"street2": "3920 PARK AVE", "city": "EDISON", "state": "NJ", "zip": "08820"}}
As filed with the Securities and Exchange Commission 
                              on July 17, 1996.
                                                                  
                           Registration No.  33-   
                                                                  
         

                     SECURITIES AND EXCHANGE COMMISSION
                                                                 

                           Washington, D.C.  20549
                                                                  
                    

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

                                                                  
                          DATAFLEX CORPORATION
         (exact name of registrant as specified in its charter) 

New Jersey                5081                    22-2163376
(State or other  (Primary Standard Industrial) (I.R.S. Employer
jurisdiction of  (Classification Code Number) Identification No.)

                          3920 Park Avenue
                      Edison, New Jersey 08820
                           (908) 321-1100
        (Address, including zip code, and telephone number,
      including area code, of registrant's principal offices)

                                                                  
                          RICHARD C. ROSE
                 Chairman and Chief Executive Officer
                        Dataflex Corporation
                          3920 Park Avenue
                      Edison, New Jersey 08820
                          (908) 321-1100
         (Name, address, including zip code, and telephone
         number, including area code, of agent for service)
                                                                  
                      

                                                                  
                             Copy to:
                      W. RAYMOND FELTON, ESQ.
       Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
                      Metro Corporate Campus I
                        Post Office Box 5600
                   Woodbridge, New Jersey  07095
                          (908) 549-5600
                                                                  
                   

Approximate date of commencement of proposed sale to the public: 
As soon as practicable after this Registration Statement becomes
effective.
                                                                  
           If the only securities being registered on this Form
are being offered pursuant to dividend or interest reinvestment
plans, check the following box. ____                             
                                                              
                                    
           If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the following
box.  _____
CALCULATION OF REGISTRATION FEE
Proposed   Proposed  
Title of each                  Maximum    Maximum
Class of                       Offering   Aggregate  Amount of
Securities to    Amount to be  Price per  Offering   Registration
to be Registered Registered    Share (2)  Price (2)  Fee
________________ ____________  _________  _________  ____________

Common Stock,    1,330,744       $ 4.50   $5,988,348  $2,064.78
  no par value 

(1)  An undetermined number of additional shares may be issued as
a result of stock dividends, stock splits or other
recapitalizations.  Of the restricted Shares registered hereby,
52,730 Shares are currently tradeable by the holders, 9,007
additional Shares will be tradeable as of April 1, 1997, and
9,007 additional Shares will be tradeable as of April 1, 1998.

(2)  These shares of Common Stock represent the shares of Common
Stock with respect to which options have been granted under the
1994 Stock Option Plan and certain other restricted shares
granted to executive officers of the Company.  Options to
purchase 769,074 shares have been granted to certain of the
registrant's employees and directors at exercise prices from 
$5.75 to $8.75 per share.  The balance of 30,926 shares under the
1994 Stock Option Plan are to be offered at prices not presently
determinable.  Pursuant to Rule 457(h), the offering price for
such shares is estimated solely for the purpose of computing the
registration fee and is based on the closing price of the Common
Stock on July 16, 1996, $ 4.50, as reported on The Nasdaq
National Market System of the National Association of Securities
Dealers, Inc. 

           The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further
amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
DATAFLEX CORPORATION
                        Cross Reference Sheet

Form S-8 Item No. 
and Caption                Prospectus Caption                Page

1. Plan Information......  Available Information; 
                           Introduction; Purpose and
                           Administration of Plan;
                           Description of Options and 
                           Tax Status                      4,5,6

2. Registrant Information 
   and and Employee Plan 
   Annual Information....  Introduction; Purpose and
                           Administration of Plan; 
                           Additional Information          5, 10

3. Incorporation of 
   Documents by 
   Reference............   Incorporation of Certain 
                           Information by Reference        12

4. Description of 
   Securities...........   Description of Capital 
                           Stock                           11

5. Interests of Named 
   Experts and Counsel.... Legal Matters                   11

6. Indemnification of 
   Directors and Officers. Not Applicable

7. Exemption From Registra-
   tion Claimed..........  Not Applicable

8. Exhibits..............  Exhibits                      II-8

9. Undertakings..........  Undertakings                  II-1
PROSPECTUS

                             DATAFLEX CORPORATION

             1994 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
                                     AND
                   COMMON STOCK GRANTS TO EXECUTIVE OFFICERS

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

                     1,330,744 SHARES OF COMMON STOCK
                        (NO PAR VALUE PER SHARE)

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

          Options for shares (the "Shares") of the common stock,
no par value per share (the "Common Stock") of Dataflex Corp.
(the "Company") covered by this Prospectus have been, and may in
the future be, granted by the Company to employees (including
officers) of the Company under the 1994 Stock Option Plan (the
"Plan").  Options covering 769,074 Shares have been granted to
certain employees of the Company and additional options to
acquire up to 30,926 shares remain available for grant under the
Plan.  Each employee receiving an option is offered the
opportunity to purchase the number of Shares specified in such
option at a price and on the terms set forth therein.  Certain of
the Shares covered by this Prospectus have been issued to
officers of the Company as compensation for services.  The sale
of these Shares by such officers are restricted.  See Description
of Executive Compensation Shares.

          The net proceeds of the offering covered hereby are not
now determinable as such proceeds will depend upon the number of
shares offered, the number of shares purchased, prevailing market
prices and expenses incurred.  

          It is advisable for an optionee to consult with legal
counsel concerning the securities and tax law implications of his
acquisition or disposition of shares under the Plan. 

          Any officer, director or beneficial owner of more than
10% of the Company's common stock who holds an option under the
Plan should consider the applicability of Section 16 of the
Securities Exchange Act of 1934, as amended, in connection with
the exercise of any such option and the disposition of any of the
Company's common stock acquired thereby. 

          The principal executive office of the Company is
located at 3920 Park Avenue, Edison, New Jersey 08820 and the
telephone number of such office is (908) 321-1100.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

               The date of this Prospectus is July 17, 1996.
No dealer, salesperson or other person is authorized
in connection with any offering made hereby to give any
information or to make any representation not contained in this
Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized
by the Company.  This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any of the Shares to
any person in any jurisdiction in which it is unlawful to make
such an offer or solicitation to such person.  Neither the
delivery of this Prospectus nor any sale made hereunder shall 
under any circumstances create any implication that the
information contained herein is correct as of any date subsequent
to the date hereof.
TABLE OF CONTENTS 
 

                                                                  

                                                             PAGE
 
AVAILABLE INFORMATION ..................................        4
 
INTRODUCTION ...........................................        5
 
PURPOSE AND ADMINISTRATION OF PLAN .....................        5
 
DESCRIPTION OF OPTIONS AND TAX STATUS...................        6
 
      Award of Options .................................        6
      Period of Plan; Amendments .......................        6
      Exercise .........................................        7
      Vesting...........................................        7
      Termination of Employment ........................        7
      Option Price .....................................        7
      Nontransferability ...............................        8
      Federal Income Tax Treatment of Incentive and
            Non-Qualified Stock Options ................        8

DESCRIPTION OF EXECUTIVE COMPENSATION SHARES............        9 
                                                                  
         

DESCRIPTION OF ISSUANCE OF OPTIONS IN CONNECTION WITH
 THE ACQUISITION OF THE ASSETS OF GRANITE COMPUTER
 PRODUCTS, INC..........................................        9

DESCRIPTION OF STOCK OPTIONS TO JOHN G. RAOS AND 
 CHARLES C. KELLY........................................       9

RESTRICTIONS ON RESALE OF COMMON STOCK .................       10

DESCRIPTION OF CAPITAL STOCK ...........................       11

      General ..........................................       11
      Common Stock .....................................       11
      Transfer Agent....................................       11

LEGAL MATTERS ..........................................       11
 
ADDITIONAL INFORMATION..................................       11
 
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE ......       12
AVAILABLE INFORMATION

       The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission").  Such reports, proxy statements
and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the regional offices
of the Commission located at 500 West Madison Street, Chicago,
Illinois 60601 and 7 World Trade Center, New York, New York
10048.  Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.   

       The Company's Common Stock is quoted on the NASDAQ
National Market System, and such reports, proxy statements and
other information can also be inspected at the offices of NASDAQ
Operations, 1735 K Street, N.W., Washington, D.C.

       This Prospectus omits certain information contained in the
Registration Statement on file with the Commission with respect
to the Shares offered hereby.  The information omitted may be
obtained from the Commission's office at 450 Fifth Street, N.W.,
Washington, D.C. upon payment of the fees prescribed by the rules
and regulations of the Commission, or examined there without
charge. 

       The Company will provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any or all
of the documents incorporated by reference in the Registration
Statement of which this Prospectus forms a part (excluding
exhibits to such documents unless specifically incorporated by
reference).  Requests for such copies should be directed to
Investor Relations Department, Dataflex Corporation, 3920 Park
Avenue, Edison, New Jersey 08820, (908) 321-1100.

       The Company furnishes its shareholders with annual reports
containing audited financial statements.
INTRODUCTION

     The Company has adopted the Plan pursuant to a resolution of
its Board of Directors effective July 22, 1994 and the approval
by its shareholders on September 1, 1994.  Under the Plan, Shares
may be offered to employees and officers of the Company and its
subsidiary corporation in accordance with the Plan as
describedherein.  These offers are, or will be, made at the
prices and on the terms and conditions contained in the
respective stock option agreements between the Company and the
recipients of stock option grants. 

     The Company issued Shares to certain of the executive
officers on or about April 3, 1995 in connection with amendments
to existing employment agreements.  The transfer of these Shares
are restricted as described below.

     Certain other of the shares being registered hereby were
issued pursuant to stock options granted to individuals in
connection with the acquisition of the assets of Granite Computer
Products, Inc. in March 1994.  

     The remainder of the Shares relate to stock options were
granted to John C. Raos and Charles C. Kelly in connection with
their joining the Company as directors.

     The Company's principal executive offices and telephone
number are set forth on the Cover Page of this Prospectus.

     The following is a summary of the Plan, which is qualified
in its entirety by reference to the Plan and certain other
agreements which have been filed previously with the Securities
and Exchange Commission and are incorporated by reference in the
Registration Statement on Form S-8 of which the Prospectus is a
part.

               PURPOSES AND ADMINISTRATION OF PLAN

     The Company believes that Plan provides valuable incentives
for employees of the Company by providing an opportunity for
investment in the Company's Common Stock as an inducement for
such individuals to remain with the Company and thereby
encouraging them to increase their effort to make the Company's
business more successful.  In accordance with this believe, the
Board of Directors of the Company adopted the Plan, which was
approved by the Shareholders of the Company in September 1994.

     Pursuant to the Plan 800,000 Shares are reserved for
issuance thereunder.  In the event there is any change in the
number of issued shares of the Company without new consideration
to the Company (such as by stock dividends or stock splits) or in
the event that the number of outstanding shares of the Company is
changed into or exchanged for a different number of shares of
Common Stock or other securities of the Company or of another
corporation, whether through reorganization, recapitalization,
split-up, combination of shares, merger or consolidation, the
number of Shares reserved for issuance under the Plan, the number
of Shares subject to any outstanding option and the option price
per Share of each outstanding stock option shall be appropriately
adjusted.  In the event there is any change in the number or kind
of outstanding shares of Common Stock or of any shares or other
securities into which such shares of Common Stock have been
changed or exchanged, other than the transactions specified in
this paragraph, equitable adjustment in the options may be made
in the sole discretion of the Company's Committee appointed by
the Board of Directors which has been appointed to administer the
Plan.

     The Plan is not subject to any provisions of the Employee
Retirement Income Security Act of 1974.

     The Company will provide reports to participating employees
as to the amount and status of their accounts upon request.

              DESCRIPTION OF OPTIONS AND TAX STATUS

     The Plan provides for the grant of incentive and
non-qualified stock options.  A description of these options and
certain federal income tax aspects associated therewith is set
forth below.  Because tax results may vary due to individual
circumstances, each participant in the Plan is urged to consult
his or her personal tax advisor with respect to the federal and
state tax consequences of the exercise of an option or the sale
of stock received upon the exercise thereof.

Award Of Options.

     Options may be granted under the Plan to all employees
(including employees who are officers and/or directors of the
Company and its subsidiary corporation.  No individual employee
shall be permitted to receive options to purchased more than
200,000 Shares.  No qualified stock options have been granted,
and non-qualified stock options covering 769,074 Shares, have
been granted to certain employees of the Company.

Period of Plan; Amendments.

     No options may be granted under the Plan after September 1,
2004.  The Committee appointed by the Board of Directors may
amend the Plan as it deems advisable.  No amendment may, without
further approval of the shareholders of the Company (a) increase
the total number of shares issuable pursuant to options granted
under the Plan or the maximum number of Shares for which options
may be granted to any individual employee, (b) reduce the
exercise price of any Incentive Option granted under the Plan,
(c) modify the provisions of the Plan relating to eligibility or
(d) materially increase the benefits accruing to participants
under the Plan.  The Committee shall be authorized to amend the
Plan and the options granted thereunder to permit the Incentive
Options granted thereunder to qualify as "incentive stock
options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, or the Treasury Regulations
promulgated thereunder.  

Exercise.

     Options granted under the Plan are exercisable at such
times, in such amounts, and during such period or periods as the
Committee shall determine at the date of the grant, but may, at
no circumstance be exercisable for more then ten (10) years after
the date of grant.  However, incentive stock options granted to
an employee, who, prior to the date of grant, holds more then 10%
of the total combined voting power of all classes of the Company
(or of applicable, of any parent or subsidiary corporations ("10%
Shareholder")) may not be exercisable for more than five (5) 
years from the date of grant.  As of March 31, 1996, 769,074
options have been granted under the Plan.

Vesting.

     The Board of Directors determines the vesting schedule of
options at the time they are granted.  With vesting to occur
within a period not greater than ten (10) years from the date of
grant of the option.  Of the 619,760 options currently
outstanding, 183,669 are currently vested, 154,940 vest in the
year ending March 31, 1997, 154,940 vest in the year ending March
31, 1998 and 126,211 vest in the year ending March 31, 1999.

Termination of Employment.

     Outstanding options may be exercised during employment with
the Company.  If the employment of any employee shall terminate
for any reason other than death, disability, retirement,
termination by employee for "good" reason or termination by the
employer other than for cause, as defined in the Plan, any option
previously granted to such employee, to the extent not
theretofore exercised, will terminate and become null and void
upon such termination of employment.  If termination is by reason
of the death or disability of an optionee, any option exercisable
immediately prior to the optionee's death or disability, may be
exercised by the legal representative or beneficiary of the
optionee's estate or the optionee, as the case may be within
twelve (12) months after the death or disability of the optionee
with respect to the Shares eligible for purchase on the date of
such death or disability.  If termination is by reason of the
retirement of optionee, termination by the optionee for "good"
reason or termination by the employer other than for cause, the
options, shall be exercisable for any and all of such number of
Shares that such optionee is entitled to exercise at the
effective date of the termination of employment, at any time up
to and including three (3) months after the effective date of
such termination of employment. 

Option Price.

     The Plan provides that the option price with respect to each
option will be determined by the Committee, but, in case of the
incentive stock options, shall not be less than 100% (110%, in
the case of incentive stock options granted to 10% Shareholders)
of the fair market value of the Company Stock on the date the
option is granted.  Payment of the option price shall be made in
cash or certified check, or as otherwise set forth in the grant
of the option.

Non Transferability.

     Each option granted under the Plan is not transferable by
the holder except by will or the laws of decedent or distribution
of the estate in which the holder is domiciled at the time of his
or death.

Federal Income Tax Treatment of Incentive and Non-Qualified Stock
Options.

     Currently, an employee will not be deemed to have realized
income upon the grant of a non-qualified stock option unless the
option has a readily ascertainable fair market value at the time
it is granted.  Generally, an employee will recognize ordinary
income upon the exercise of a non-qualified stock option (or, if
the stock subject to the option is restricted within the meaning
of Code Section 83 and the employee does not otherwise elect to
recognize income upon the exercise of the stock option, at such
time as the Shares become transferable or are no longer subject
to a substantial risk of forfeiture) in an amount equal to the
excess (if any) of the fair market value of the Shares purchased,
at the time of exercise (or at such later time when he stock is
no longer restricted in the case of restricted stock), over the
exercise price.  The Company will be entitled to deduct an amount
equal to the amount included as ordinary income by the employee
for the Company's taxable year which includes the close of the
employee's taxable year in which the income is included by the
employee.  Options granted to officers, directors and 10%
shareholders are deemed restricted for six (6) months from the
date of grant for purposes of the securities laws.

     An employee will also not be deemed to have received income
upon the grant of an incentive stock option or, except as noted 
below, upon the exercise of such option.  Unless shares acquired
upon exercise are disposed of within two years of the date of
grant or within one year of exercise, upon the sale of such
shares, the optionee will generally recognize capital gain or
loss measured by the difference between the amount realized on
the sale and the price paid for the shares.  If a sale is made
prior to either of such dates, an optionee's gain on the sale of
the shares will be treated as ordinary income to the extent of
the lesser of (i) the excess of the fair market value of the
shares at the time of exercise over the option price and (ii) the
excess of the amount realized on the sale of stock over the
option price.  The Company will be allowed a deduction at the
time of sale in the amount of the ordinary income recognized by
the optionee.  The balance of any gain realized will be treated
as long-term or short-term capital gain, depending upon the
length of time the shares were held by the optionee.

     Generally, the excess of the fair market value of an
incentive stock option at the time of exercise (or, if the stock
subject to the option is restricted within the meaning of Code
Section 83, at such time as the shares become transferable or are
not longer subject to a substantial risk of forfeiture), over the
option price constitutes an item of tax preference for purposes
of the alternative minimum tax.  Thus, under certain
circumstances, the exercise of an incentive stock option will
result in a tax at the time of exercise.

     There can be no assurance that the Code or the Regulations
will not be amended to change these tax consequences.

     Reference should be made to the applicable provisions of the
Code and to the Regulations for more detailed information as to
the tax treatment of options granted pursuant to the Plan. 
Optionees should consult their tax advisors with specific
reference to their own tax situations and with regard to
potential changes in the applicable laws.

          DESCRIPTION OF EXECUTIVE COMPENSATION SHARES

     In April 1995, the Company issued 70,744 shares of common
stock to certain employees as part of amendments to existing
employment agreements.  Pursuant to the terms of the amended
agreements, the shares are subject to certain restrictions which
expire no later than March 31, 1998.  The restrictions lapse
equally each year for the term of the grant and with respect to
all shares in the event of termination of employment for any
reason other than "cause", voluntary termination for "good
reason" and death or disability, as defined in the amended
employment agreements.  If at any time prior to the expiration of
the restricted period, employment is terminated "for cause" or
any other reason not provided for under the agreement, any such
shares still subject to restrictions, as previously described,
shall be transferred to the Company, without monetary
consideration. 

DESCRIPTION OF ISSUANCE OF OPTIONS IN CONNECTION WITH THE
ACQUISITION OF THE ASSETS OF GRANITE COMPUTER PRODUCTS, INC.

     In connection with the purchase of certain of the assets of
Granite Computer Products, Inc., the Company issued an aggregate
of 300,000 stock options to the following new employees: Peter
Jackson, Brendan McLoughlin, Donald Freed and Nathaniel Dodge. 
These options vested at an annual rate of 25% commencing April 6,
1995.  The employment of these individuals has been terminated. 
As a result only fifty percent of the options have vested.  The
remainder have expired due to the termination of employment. 
Therefore, 150,000 shares are being registered hereby in
conection with the above described stock option grants.

DESCRIPTION OF STOCK OPTIONS TO JOHN G. RAOS AND CHARLES C. KELLY

     In November, 1993, in connection with his joining the
Company's Board of Directors, the Company granted to John Raos,
an option to purchase 300,000 shares of Common Stock at its then
fair market value of $5.00 per share.

     In connection with his joining the Company's Board of
Directors, the Company granted to Charles Kelly, an option to
purchase 10,000 shares of Common Stock at the fair market value
thereof at the date of the grant.

     These options vest and become exercisable pro-rata on an
annual basis over a four-year period.  The options may be
exercised during the period Mr. Raos or Mr. Kelly, as applicable,
is a member of the Board of Directors of the Company, or within
three months after termination of his service as a member of the
Board of Directors of the Company, subject to the following:  (i)
if termination is by reason of Mr. Raos' or Mr. Kelly's death, as
applicable, any portion of the option exercisable immediately
prior to his death may be exercised within one year after his
death with respect to the number of shares eligible for purchase
on the date of his death; (ii) if termination is for cause (as
determined in the sole discretion of the other members of the
Board of Directors), the vested but unexercised portion of the
option will be immediately forfeited; and (iii) if termination is
by reason of permanent disability, the option may be exercised
within one year following the date of termination.  In addition,
the option is exercisable only to the extent that it has vested
as of the date of termination of service as a Director.  The
option may, in no circumstance, be exercisable more than ten
years after the date of grant.

     The options granted to Messrs. Raos and Kelly are Non-
Qualified Stock Option.  For a discussion of certain federal
income tax consequences in respect of this option, see "Certain
Federal Income Tax Consequences - Non-Qualified Options"
appearing in DESCRIPTION OF OPTIONS AND TAX STATUS above.

             RESTRICTIONS ON RESALE OF COMMON STOCK

     While the Plan does not place restrictions on resales of
Shares acquired thereunder, Shares acquired under the Plan by an
"affiliate" as the term is defined in Rule 405 under the
Securities Act of 1933, as amended (the "Act"), may only be
resold pursuant to the registration requirements of the Act, Rule
144, or another applicable exemption therefrom.  Generally, sales
of securities, including Shares, are subject to the antifraud
provisions contained in federal and state securities laws. 
Acquisitions (including acquisitions under the Plan) and
dispositions of Shares by an officer, director or certain
affiliates of the Company within any six-month period may give
rise to the right of the Company to recapture any profit from
such transactions pursuant to Section 16(b) of the Securities
Exchange Act of 1934.

     It is advisable for a participant to consult with legal
counsel concerning the securities law implications of his
exercise of options and his acquisition or disposition of Shares
under the Plan.
DESCRIPTION OF CAPITAL STOCK

General.

     The Company is authorized to issue 20,000,000 shares of
Common Stock no par value.  As of the date of this Prospectus,
there are 5,473,760 shares of Common Stock outstanding.

Common Stock.

     Each share of Common Stock has one vote on all matters
presented to the Shareholders.  Since the Common Stock does not
have cumulative voting rights the holders of more than 50% of the
shares may, if they choose to do so, elect all of the directors,
and, in that event, the holders of the remaining Shares will not
be able to elect any of the Company's directors.  The holders of
Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors out of funds legally available
therefor.  In the event of liquidation, dissolution or winding up
of the Company, the holders of Common Stock are entitled to share
ratably in all assets remaining available for distribution to
them after payment of liabilities and after provision for claims
against the Company.  Holders of shares of Common Stock, as such,
have no conversion, preemptive or other subscription rights, and
there are no redemption provisions applicable to the Common
Stock.  All of the outstanding shares of Common Stock are, and
the shares of Common Stock offered hereby, when issued against
payment of the consideration set forth in this Prospectus, will
be, fully paid and nonaccessable.

Transfer Agent.

     The registrar and transfer agent for the Company's Common
Stock is American Stock Transfer Company, 40 Wall Street, New
York, New York 10005.

                          LEGAL MATTERS

     The legality of the Shares offered by this Prospectus has
been passed upon by Greenbaum, Rowe, Smith, Ravin, Davis &
Himmel, Woodbridge, New Jersey.

                     ADDITIONAL INFORMATION

     This Prospectus constitutes a part of a Registration
Statement filed by the Company with the Securities and Exchange
Commission, Washington, D., under the Securities Act of 1933. 
This Prospectus omits certain of the information contained in the
Registration statement and reference is hereby made to the
Registration Statement and to the exhibits relating thereto for
further information with respect to the Company and the
securities to which this Prospectus relates.  Statements herein
contained concerning the provisions of any document it are not
necessarily complete, and, in each instance, reference is made to
the copy of such document filed as an exhibit to the Registration
Statement.  Each such statement is qualified in its entirety by
such reference.

        INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The following documents filed by the Company with the
Commission pursuant to the Exchange Act (File No. 0-15551) are
hereby incorporated by reference in this Prospectus, except as
otherwise superseded or modified herein:

     (a)  The Company's Annual Report on Form 10-K for the fiscal
          year ended March 31, 1996.
     
     (b)  The Company Proxy Statement for its Annual Meeting of
          Shareholders held September 1, 1995.

     (c)  All documents subsequently filed by the Company
          pursuant to Section 13, 14, or 15(d) of the Exchange
          Act prior to the termination of the offering to which
          this Prospectus relates shall be deemed to be
          incorporated by reference into this Prospectus and to
          be a part hereof from the date of filing of such
          documents.

     Any statement contained in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Prospectus to
the extent that a statement contained herein or in any other
subsequently filed documents which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

     The Company will furnish without charge to each person to
whom this Prospectus is delivered, upon his written or oral
request, a copy of any or all of the documents referred to above
which have been incorporated into this Prospectus by reference
(other than exhibits to such documents).  Requests for such
copies should be directed to:

                      DATAFLEX CORPORATION
                        3920 Park Avenue
                    Edison, New Jersey  08820
            Attention:  Investor Relations Department
                         (908) 321-1100

PAGE
No dealer, salesperson or
other person has been
authorized to give any infor-
mation or to make any
representations in connection
with this offering other than
those contained in this
Prospectus and, if given or             DATAFLEX CORPORATION
made, such information or
representations must not be
relied upon as having been
authorized by the Company. 
This Prospectus does not
constitute an offer to sell or
a solicitation of an offer to
buy by anyone in any jurisdic-
tion in which such offer or            1,330,744 Shares of
solicitation is not authorized,            Common Stock
or in which the person making
such offer or solicitation is
not qualified to do so, or to
any person to whom it is
unlawful to make such offer or
solicitation.  Neither the
delivery of this Prospectus nor
any sale made hereunder shall,
under any circumstances, create
an implication that here has
not been any change in the
affairs of the Company since
the date hereof.               
                         

       TABLE OF CONTENTS
                          Page
Available Information        4
Introduction                 5
Purpose and Administration
 of Plan                     5
Description of Options                 _________________________
 and Tax Status              6
Description of Executive                     PROSPECTUS
 Compensation Shares         9         _________________________
Description of Issuance of     
 Options in Connection with the 
 Acquistion of the Assets of   
 Granite Computer Products,    
 Inc.                        9              July 17, 1996
Description of Stock Options to 
 John G. Raos and Charles C.   
 Kelly                       9
Restrictions on Resale
 of Common Stock            10
Description of Capital
 Stock                      11
Legal Matters               11
Additional Information      11
Incorporation of Certain
 Information By Reference   12
PART II
             INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

 The information called for by this item is incorporated herein
by reference to the information set forth under the captions
"Incorporation of Documents by Reference" set forth in the
Prospectus filed as part of this Registration Statement.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Officers and Directors

 The description set forth under the caption "Indemnification of
Officers and Directors" set forth in the Company's Form S-1
Registration Statement No. 33-33472 is incorporated herein by
reference.

Item 7.  Exemption from Registration Claimed 

 Not applicable.

Item 8.  Exhibits

 4.       Dataflex Corp. 1994 Incentive and 
          Non-Qualified Stock Option Plan

 5.       Opinion of Greenbaum, Rowe, Smith, Ravin, Davis &
          Himmel          
 23(a).   Consent of Price Waterhouse LLP

 23(b).   Consent of Greenbaum, Rowe, Smith, Ravin, Davis &
          Himmel
          (contained in Exhibit 5)

 24.      Power of Attorney

Item 9.  Undertakings

 (1)      The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of the registrant's
annual report to shareholders for its latest fiscal year, unless
such employee otherwise has received a copy of such report on the
written request of the employee.  If the latest fiscal year of
the registrant has ended within 120 days prior to the use of the
prospectus, the annual report of the registrant for the preceding
fiscal year may be so delivered, but within such 120 day period
the annual report for the latest fiscal year will be furnished to
each such employee.

 (2)      The undersigned registrant hereby undertakes to
transmit or cause to be transmitted to all employees
participating in the Plan and who do not otherwise receive such
material as shareholders of the registrant, at the time and in
the manner such material is sent to its shareholders, copies of
all reports, proxy statements and other communications
distributed to its shareholders generally.

 (3)      The undersigned registrant and plan hereby undertake to
transmit or cause to be transmitted promptly, without charge, to
any participant in the plan who makes a written request, a copy
of the then latest annual report of the plan filed pursuant to
Section 15(d) of the Securities Exchange Act of 1934 (Form 11-K). 
If such report is filed separately on Form 11-K, such form shall
be delivered upon written request.  If such report is filed as a
part of the registrant's annual report on Form 10-K, that entire
report (excluding exhibits) shall be delivered upon written
request.  If such report is filed as part of the registrant's
annual report to shareholders delivered pursuant to paragraph (1)
or (2) of this undertaking, additional delivery shall not be
required.

 (4)      The undersigned registrant hereby undertakes:

     (i)   that for the purpose of determining any liability
under the Securities Act of 1933 each such post-effective
amendment and each filing of the registrant's annual report
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 (or, where applicable, each filing of the plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof;

     (ii)   that all such new registration statements shall
comply with the applicable forms, rules and regulations of the
Commission in effect at the time such post-effective amendments
or annual reports are filed; and

     (iii)  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 Plan.

 (5)      The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made of the
securities registered hereby, a post-effective amendment to this
registration statement:

     (i)  to include any prospectus required by Section 
          10(a)(3) of the Securities Act of 1933;

     (ii) to reflect in the prospectus any facts or events
          arising after the effective date of this registration
          statement (or the most recent post-effective amendment
          thereof) which, individually or in the aggregate,
          represent a fundamental change in the information set
          forth in this registration statement; and

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

provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above 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 issuer pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration
statement.
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
Township of Edison, State of New Jersey, on the 16th day of July,
1996.

                          DATAFLEX CORPORATION

                      By: /s/ Richard C. Rose         
                         _____________________________
                          Richard C. Rose,  Chairman
                          and Chief Executive Officer

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

Signature                  Title                     Date
_________                  _____                     ____

/s/ Richard C. Rose      Chairman, Chief        July 16, 1996
___________________      Executive Officer,
                         and Director,
                         Principal Executive
                         Officer

/s/ Raymond DioGuardi    Senior Vice President  July 16, 1996
____________________     Finance, Chief
RAYMOND DIOGUARDI        Financial Officer,
                         Principal Financial
                         and Accounting Officer July 16, 1996

/s/ Philip Doganiero     President, Director    July 16, 1996
____________________
PHILIP DOGANIERO

/s/ Gordon McLenithan    Director               July 16, 1996
_____________________
GORDON McLENITHAN

/s/ John Raos            Director               July 16, 1996
_____________________
JOHN RAOS

/s/ Charles C. Kelly     Director               July 16, 1996
_____________________
CHARLES C. KELLY
POWER OF ATTORNEY

 KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard C. Rose or Raymond
DioGuardi his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory
authority, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be one in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

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

Signature                  Title                     Date
_________                  _____                     ____

/s/ Richard C. Rose      Chairman, Chief        July 16, 1996
___________________      Executive Officer,
                         and Director,
                         Principal Executive
                         Officer

/s/ Raymond DioGuardi    Senior Vice President  July 16, 1996
____________________     Finance, Chief
RAYMOND DIOGUARDI        Financial Officer,
                         Principal Financial
                         and Accounting Officer July 16, 1996

/s/ Philip Doganiero     President, Director    July 16, 1996
____________________
PHILIP DOGANIERO

/s/ Gordon McLenithan    Director               July 16, 1996
_____________________
GORDON McLENITHAN

/s/ John Raos            Director               July 16, 1996
_____________________
JOHN RAOS

/s/ Charles C. Kelly     Director               July 16, 1996
_____________________
CHARLES C. KELLY
PLAN SIGNATURE

 Pursuant to the requirements of the Securities Act of 1993, the
Dataflex Corporation 1994 Employee Stock Option Plan has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Township of
Edison, State of New Jersey, on this 16th day of July, 1996.

                         DATAFLEX CORPORATION 1994 Employee Stock
                         Option Plan
                         BY: Dataflex Corporation, Administrator

                           BY:/s/ Richard C. Rose          
                              _____________________________
                              RICHARD C. ROSE, President
CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated July 2,
1996, which appears on page F-1 of the Dataflex Corporation
Annual Report on Form 10-K for the year ended March 31, 1996. 

PRICE WATERHOUSE LLP          

Morristown, New Jersey
July 16, 1996
EXHIBIT INDEX

    Exhibit Number      Description of Document             Page

      4        Dataflex Corporation 1994 Incentive
                and Non-Qualified Stock Option Plan         (a)

      5        Opinion of Greenbaum, Rowe, Smith,
                Ravin, Davis & Himmel                       II-

     23(a)     Consent of Price Waterhouse LLP              II-7

     23(b)     Consent of Greenbaum, Rowe, Smith,
                Ravin, Davis & Himmel
                (contained in Exhibit 5)                     --

     24        Power of Attorney                            II-5

 (a)  Incorporated by reference from Dataflex Corporation's
Annual Proxy Statement filed September 1, 1994.
EXHIBIT 5

          Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
                   Metro Corporate Campus One
                         P.O. Box  5600
                    Woodbridge, NJ 07095-0988

                          July 17, 1996

Dataflex Corporation 
3920 Park Avenue
Edison, New Jersey 08820

 
     Re:  Dataflex Corporation
 
Gentlemen: 
 
          We have acted as counsel to Dataflex Corporation, a New
Jersey corporation (the "Company") in connection with the filing by
the Company of a Registration Statement on Form S-8 (Registration
No. 33-        ), covering the registration of 1,330,744 shares of
its common stock ("Common Stock") in accordance with options issued
pursuant to the 1994 Stock Option Plan (the "Plan").  We have been
asked to issue an opinion as to whether the Common Stock being
registered will, when issued, be legally issued, fully paid, non-
assessable, and binding obligations of the Company.

          As counsel to the Company, we have examined the
Certificate of Incorporation and By-Laws, as amended to date, and
other corporate records of the Company and have made such other
investigations as we have deemed necessary in connection with the
opinion hereinafter set forth.  We have relied, to the extent we
deem such reliance proper, upon certain factual representations of
officers and directors of the Company given in certificates, in
answer to our written inquiries and otherwise, and, although we
have not independently verified all of the facts contained therein,
nothing has come to our attention that would cause us to believe
that any of the statements contained therein are untrue or
misleading. 
 
          In making the aforesaid examinations, we have assumed the
genuineness of all signatures and the conformity to original
documents of all copies furnished to us.   We have assumed that the
corporate records of the Company furnished to us constitute all of
the existing corporate records of the Company and include all
corporate proceedings taken by it.
 
          Based solely upon and subject to the foregoing, we are of
the opinion that:

          The shares of Common Stock have been duly authorized
and reserved for issuance and, when issued in accordance with the
terms of the Plan, will have been validly issued and will be fully
paid and non-assessable, and the issuance of such shares is not
subject to any preemptive or similar rights.
 
          We hereby consent to the filing of this opinion as an
Exhibit to the aforesaid Registration Statement and to the
reference to our firm under the caption "Legal Matters" in the
Prospectus. 
                                   Very truly yours, 

                    Greenbaum, Rowe, Smith, Ravin, Davis & Himmel