As filed with the Securities and Exchange Commission on June 27, 2002

                                               Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

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

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


          Delaware                                            38-2363156
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

        7171 Forest Lane
          Dallas, Texas                                         75230
(Address of principal executive offices)                      (Zip Code)

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


 CompuCom Systems, Inc. Second Amended and Restated Employee Stock Purchase Plan
                            (Full title of the plan)
                             -----------------------

                                 M. Lazane Smith
           Senior Vice President, Finance and Chief Financial Officer
                             CompuCom Systems, Inc.
                                7171 Forest Lane
                               Dallas, Texas 75230
                     (Name and address of agent for service)

                                 (972) 856-3600
          (Telephone number, including area code, of agent for service)
                             -----------------------
<TABLE>
<CAPTION>

                                           CALCULATION OF REGISTRATION FEE

============================ ======================= ======================== ====================== ===============

                                                            Proposed                Proposed
         Title of                    Amount                  maximum                 maximum           Amount of
        securities                   to be                  offering                aggregate         registration
           to be               registered (1) (2)             price                 offering            fee (4)
        registered                                      per share (3)(4)          price (3)(4)
---------------------------- ----------------------- ------------------------ ---------------------- ---------------
<S>                             <C>                           <C>                 <C>                   <C>

Common Stock ($0.01 par         2,000,000 Shares              $2.98               $5,960,000            $549.00
value per share)
============================ ======================= ======================== ====================== ===============
<FN>

(1)      The securities to be registered include an aggregate of 2,000,000
         shares reserved for issuance under the CompuCom Systems, Inc. Second
         Amended and Restated Employee Stock Purchase Plan (the "Plan").

(2)      Pursuant to Rule 416, this registration statement also covers such
         additional shares as may hereinafter be offered or issued to prevent
         dilution resulting from stock splits, stock dividends,
         recapitalizations or certain other capital adjustments.

(3)      Estimated solely for purpose of calculating the registration fee.

(4)      Calculated pursuant to Rule 457(c) and 457(h). Accordingly, the price
         per share of common stock offered hereunder pursuant to the Plan is
         calculated to be $2.98, which is 85% of the average of the highest
         and lowest price per share of common stock on the Nasdaq National
         Market on June 24, 2002.

</FN>
</TABLE>


<PAGE>


                                     PART I

         Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant has previously filed Registration Statements on Form S-8
(Nos. 333-58623 and 333-48846) with respect to 1,000,000 and 1,000,000 shares of
Common Stock, respectively, to be issued under the Plan. The Registrant is
filing this Registration Statement to register an additional 2,000,000 shares of
Common Stock for issuance under the Plan, so that an aggregate of 4,000,000
shares of Common Stock under the Plan shall be registered under the Securities
Act of 1933. The Registrant hereby incorporates by reference in this
Registration Statement its previously filed Registration Statements (Nos.
333-58623 and 333-48846) that relate to the Plan.

         The Registrant also hereby incorporates by reference in this
registration statement the following documents previously filed by the
Registrant with the Securities and Exchange Commission (the "Commission"):

         (1)      The Company's Annual Report on Form 10-K filed with the
                  Commission for the fiscal year ended December 31, 2001.

         (2)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2002.

         (3)      The description of the Common Stock of the Company set forth
                  in the registration statement on Form 8-B filed with the
                  Commission on June 21, 1989, including any amendment or report
                  filed for the purpose of updating such description.

         All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this registration
statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Section 145(a) of the Delaware General Corporation Law (the "DGCL")
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid

                                      II-1
<PAGE>

in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe this or her conduct was unlawful.

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

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

         Section 145(f) of the DGCL provides that the statutory provisions on
indemnification are not exclusive of indemnification provided pursuant to, among
other things, the certificate of incorporation, bylaws or indemnification
agreements. The Certificate of Incorporation and Bylaws of the Company each
contain provisions regarding the indemnification of directors and officers of
the Company. Subject to certain limitations expressed therein, Article IX of the
Company's Certificate of Incorporation provides for the indemnification of the
Company's officers and directors to the fullest extent permitted by the DGCL. In
addition, the Bylaws of the Company provide expanded rights to indemnification
beyond the indemnification expressly authorized by the DGCL in the following
respects:

         1.       Indemnification will be available without regard to the tests
                  applicable to the indemnified person's conduct, unless
                  indemnification against the particular liability is expressly
                  prohibited by applicable law;

         2.       Indemnification is expressly authorized against penalties and
                  punitive damages, as well as against judgments and amounts
                  paid in settlement of derivative suits; and

         3.       Under certain circumstances, expenses incurred by a director
                  in defending a third party or corporate proceeding are
                  required to be paid by the corporation on behalf of such
                  director.

         The Company has a directors' and officers' liability insurance policy
that affords directors and officers with insurance coverage for losses arising
from claims based on breaches of duty, negligence, error and other wrongful
acts.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         (a)      Exhibits.

                  The following documents are filed as a part of this
registration statement.

                                      II-2
<PAGE>

             Exhibit        Description of Exhibit

              4.1           CompuCom Systems, Inc. Second Amended and Restated
                            Employee Stock Purchase Plan

              5.1           Opinion of Jenkens & Gilchrist, a Professional
                            Corporation

              23.1          Consent of Jenkens & Gilchrist, a Professional
                            Corporation (included in opinion filed as Exhibit
                            5.1 hereto)

              23.2          Consent of KPMG LLP

              24            Power of Attorney (included with signature page of
                            this Registration Statement)
------------

Item 9.  Undertakings.

         (a)      The Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

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

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

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


                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

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

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

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

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer

                                      II-3
<PAGE>

or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.











                                      II-4
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on June 27, 2002:

                                         COMPUCOM SYSTEMS, INC.

                                         By:  /s/ M. Lazane Smith
                                            ------------------------------------
                                            M. Lazane Smith
                                            Senior Vice President, Finance,
                                            Chief Financial Officer
                                            (Chief Accounting Officer),
                                            Secretary and Director


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints M. Lazane Smith and J. Edward
Coleman, and each of them, each with full power to act without the other, his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection therewith, with the Commission, granting unto each of said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person hereby
ratifying and confirming that each of said attorneys-in-fact and agents or his
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 dates included:
<TABLE>
<CAPTION>

Signature                                            Capacity                           Date
<S>                                         <C>                                         <C>



/s/ J. Edward Coleman                       Chairman of the Board, President,           June 27, 2002
------------------------                    Chief Executive Officer, and Director
J. Edward Coleman

/s/ M. Lazane Smith                         Senior Vice President, Finance,             June 27, 2002
-----------------------------               Chief Financial Officer
M. Lazane Smith                             (Chief Accounting Officer),
                                            Secretary and Director

/s/ Anthony L. Craig                        Director                                    June 27, 2002
---------------------------
Anthony L. Craig


/s/ Michael J. Emmi                         Director                                    June 27, 2002
----------------------------
Michael J. Emmi


/s/ Richard F. Ford                         Director                                    June 27, 2002
-------------------------------
Richard F. Ford


/s/ Edwin L. Harper                         Director                                    June 27, 2002
------------------------------
Edwin L. Harper


<PAGE>


/s/ Delbert W. Johnson                      Director                                    June 27, 2002
------------------------------
Delbert W. Johnson


/s/ John D. Loewenberg                      Director                                    June 27, 2002
----------------------------
John D. Loewenberg


/s/ Warren V. Musser                        Director                                    June 27, 2002
-------------------------------
Warren V. Musser


/s/ Anthony J. Paoni                        Director                                    June 27, 2002
--------------------------------
Anthony J. Paoni


/s/ Edward N. Patrone                       Director                                    June 27, 2002
--------------------------------
Edward N. Patrone


</TABLE>



<PAGE>


                                INDEX TO EXHIBITS


             Exhibit        Description of Exhibit

              4.1           CompuCom Systems, Inc. Second Amended and Restated
                            Employee Stock Purchase Plan

              5.1           Opinion of Jenkens & Gilchrist, a Professional
                            Corporation

              23.1          Consent of Jenkens & Gilchrist, a Professional
                            Corporation (included in opinion filed as Exhibit
                            5.1 hereto)

              23.2          Consent of KPMG LLP

              24            Power of Attorney (included with signature page of
                            this Registration Statement)
------------
[{"type": "S-8", "sequence": "1", "filename": "june272002-s8.txt", "secsgml_size_bytes": 20867}]
{"company-data": {"conformed-name": "COMPUCOM SYSTEMS INC", "cik": "0000736291", "assigned-sic": "5045", "irs-number": "382363156", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91350", "film-number": "02689346"}, "business-address": {"street1": "7171 FOREST LN", "city": "DALLAS", "state": "TX", "zip": "75230", "phone": "2142653600"}, "mail-address": {"street1": "7171 FOREST LN", "city": "DALLAS", "state": "TX", "zip": "75230"}, "former-company": {"former-conformed-name": "MACHINE VISION INTERNATIONAL CORP", "date-changed": "19871117"}}
As filed with the Securities and Exchange Commission on June 27, 2002

                                               Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

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

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

          Delaware                                            38-2363156
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

        7171 Forest Lane
          Dallas, Texas                                         75230
(Address of principal executive offices)                      (Zip Code)

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

 CompuCom Systems, Inc. Second Amended and Restated Employee Stock Purchase Plan
                            (Full title of the plan)
                             -----------------------

                                 M. Lazane Smith
           Senior Vice President, Finance and Chief Financial Officer
                             CompuCom Systems, Inc.
                                7171 Forest Lane
                               Dallas, Texas 75230
                     (Name and address of agent for service)

                                 (972) 856-3600
          (Telephone number, including area code, of agent for service)
                             -----------------------
CALCULATION OF REGISTRATION FEE

============================ ======================= ======================== ====================== ===============

                                                            Proposed                Proposed
         Title of                    Amount                  maximum                 maximum           Amount of
        securities                   to be                  offering                aggregate         registration
           to be               registered (1) (2)             price                 offering            fee (4)
        registered                                      per share (3)(4)          price (3)(4)
---------------------------- ----------------------- ------------------------ ---------------------- ---------------
Common Stock ($0.01 par         2,000,000 Shares              $2.98               $5,960,000            $549.00
value per share)
============================ ======================= ======================== ====================== ===============
(1)      The securities to be registered include an aggregate of 2,000,000
         shares reserved for issuance under the CompuCom Systems, Inc. Second
         Amended and Restated Employee Stock Purchase Plan (the "Plan").

(2)      Pursuant to Rule 416, this registration statement also covers such
         additional shares as may hereinafter be offered or issued to prevent
         dilution resulting from stock splits, stock dividends,
         recapitalizations or certain other capital adjustments.

(3)      Estimated solely for purpose of calculating the registration fee.

(4)      Calculated pursuant to Rule 457(c) and 457(h). Accordingly, the price
         per share of common stock offered hereunder pursuant to the Plan is
         calculated to be $2.98, which is 85% of the average of the highest
         and lowest price per share of common stock on the Nasdaq National
         Market on June 24, 2002.
PART I

         Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant has previously filed Registration Statements on Form S-8
(Nos. 333-58623 and 333-48846) with respect to 1,000,000 and 1,000,000 shares of
Common Stock, respectively, to be issued under the Plan. The Registrant is
filing this Registration Statement to register an additional 2,000,000 shares of
Common Stock for issuance under the Plan, so that an aggregate of 4,000,000
shares of Common Stock under the Plan shall be registered under the Securities
Act of 1933. The Registrant hereby incorporates by reference in this
Registration Statement its previously filed Registration Statements (Nos.
333-58623 and 333-48846) that relate to the Plan.

         The Registrant also hereby incorporates by reference in this
registration statement the following documents previously filed by the
Registrant with the Securities and Exchange Commission (the "Commission"):

         (1)      The Company's Annual Report on Form 10-K filed with the
                  Commission for the fiscal year ended December 31, 2001.

         (2)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2002.

         (3)      The description of the Common Stock of the Company set forth
                  in the registration statement on Form 8-B filed with the
                  Commission on June 21, 1989, including any amendment or report
                  filed for the purpose of updating such description.

         All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this registration
statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Section 145(a) of the Delaware General Corporation Law (the "DGCL")
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid

                                      II-1
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe this or her conduct was unlawful.

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

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

         Section 145(f) of the DGCL provides that the statutory provisions on
indemnification are not exclusive of indemnification provided pursuant to, among
other things, the certificate of incorporation, bylaws or indemnification
agreements. The Certificate of Incorporation and Bylaws of the Company each
contain provisions regarding the indemnification of directors and officers of
the Company. Subject to certain limitations expressed therein, Article IX of the
Company's Certificate of Incorporation provides for the indemnification of the
Company's officers and directors to the fullest extent permitted by the DGCL. In
addition, the Bylaws of the Company provide expanded rights to indemnification
beyond the indemnification expressly authorized by the DGCL in the following
respects:

         1.       Indemnification will be available without regard to the tests
                  applicable to the indemnified person's conduct, unless
                  indemnification against the particular liability is expressly
                  prohibited by applicable law;

         2.       Indemnification is expressly authorized against penalties and
                  punitive damages, as well as against judgments and amounts
                  paid in settlement of derivative suits; and

         3.       Under certain circumstances, expenses incurred by a director
                  in defending a third party or corporate proceeding are
                  required to be paid by the corporation on behalf of such
                  director.

         The Company has a directors' and officers' liability insurance policy
that affords directors and officers with insurance coverage for losses arising
from claims based on breaches of duty, negligence, error and other wrongful
acts.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         (a)      Exhibits.

                  The following documents are filed as a part of this
registration statement.

                                      II-2
Exhibit        Description of Exhibit

              4.1           CompuCom Systems, Inc. Second Amended and Restated
                            Employee Stock Purchase Plan

              5.1           Opinion of Jenkens & Gilchrist, a Professional
                            Corporation

              23.1          Consent of Jenkens & Gilchrist, a Professional
                            Corporation (included in opinion filed as Exhibit
                            5.1 hereto)

              23.2          Consent of KPMG LLP

              24            Power of Attorney (included with signature page of
                            this Registration Statement)
------------

Item 9.  Undertakings.

         (a)      The Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

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

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

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

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

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

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

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

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer

                                      II-3
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on June 27, 2002:

                                         COMPUCOM SYSTEMS, INC.

                                         By:  /s/ M. Lazane Smith
                                            ------------------------------------
                                            M. Lazane Smith
                                            Senior Vice President, Finance,
                                            Chief Financial Officer
                                            (Chief Accounting Officer),
                                            Secretary and Director

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints M. Lazane Smith and J. Edward
Coleman, and each of them, each with full power to act without the other, his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection therewith, with the Commission, granting unto each of said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person hereby
ratifying and confirming that each of said attorneys-in-fact and agents or his
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 dates included:
Signature                                            Capacity                           Date
/s/ J. Edward Coleman                       Chairman of the Board, President,           June 27, 2002
------------------------                    Chief Executive Officer, and Director
J. Edward Coleman

/s/ M. Lazane Smith                         Senior Vice President, Finance,             June 27, 2002
-----------------------------               Chief Financial Officer
M. Lazane Smith                             (Chief Accounting Officer),
                                            Secretary and Director

/s/ Anthony L. Craig                        Director                                    June 27, 2002
---------------------------
Anthony L. Craig

/s/ Michael J. Emmi                         Director                                    June 27, 2002
----------------------------
Michael J. Emmi

/s/ Richard F. Ford                         Director                                    June 27, 2002
-------------------------------
Richard F. Ford

/s/ Edwin L. Harper                         Director                                    June 27, 2002
------------------------------
Edwin L. Harper
/s/ Delbert W. Johnson                      Director                                    June 27, 2002
------------------------------
Delbert W. Johnson

/s/ John D. Loewenberg                      Director                                    June 27, 2002
----------------------------
John D. Loewenberg

/s/ Warren V. Musser                        Director                                    June 27, 2002
-------------------------------
Warren V. Musser

/s/ Anthony J. Paoni                        Director                                    June 27, 2002
--------------------------------
Anthony J. Paoni

/s/ Edward N. Patrone                       Director                                    June 27, 2002
--------------------------------
Edward N. Patrone
INDEX TO EXHIBITS

             Exhibit        Description of Exhibit

              4.1           CompuCom Systems, Inc. Second Amended and Restated
                            Employee Stock Purchase Plan

              5.1           Opinion of Jenkens & Gilchrist, a Professional
                            Corporation

              23.1          Consent of Jenkens & Gilchrist, a Professional
                            Corporation (included in opinion filed as Exhibit
                            5.1 hereto)

              23.2          Consent of KPMG LLP

              24            Power of Attorney (included with signature page of
                            this Registration Statement)
------------