Registration No. 333-
                                                                         -------
--------------------------------------------------------------------------------

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

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


            DELAWARE                                     25-1723345
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

        COMMERCE COURT, SUITE 700
           FOUR STATION SQUARE
        PITTSBURGH, PENNSYLVANIA                              15219
  (Address of principal executive offices)                  (Zip Code)


                WESCO INTERNATIONAL, INC. 1998 STOCK OPTION PLAN
                            (Full title of the plan)

                               STEVEN A. BURLESON
              VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
                            WESCO INTERNATIONAL, INC.
                            COMMERCE COURT, SUITE 700
                               FOUR STATION SQUARE
                         PITTSBURGH, PENNSYLVANIA 15219
                     (Name and address of agent for service)

                                 (412) 454-2200
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE


================================================================================
      TITLE OF                         PROPOSED       PROPOSED        AMOUNT OF
     SECURITIES       AMOUNT TO BE     MAXIMUM         MAXIMUM      REGISTRATION
  TO BE REGISTERED     REGISTERED   OFFERING PRICE    AGGREGATE          FEE
                                     PER SHARE(1)  OFFERING PRICE
--------------------------------------------------------------------------------

Common Stock, par       3,462,798       $10.75       $37,225,079      $10,349
value $0.01 per share

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

      (1) Based upon the  exercise  price of the options in respect of which the
shares may be issued, in accordance with Rule 457(h).
--------------------------------------------------------------------------------


<PAGE>


PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by the Registrant  with the Securities and
    Exchange  Commission  (the  "Commission")  pursuant to the Securities Act of
    1933, as amended (the "Securities  Act"), are incorporated by reference into
    this Registration Statement: (i) the prospectus filed with the Commission as
    part of the Registration  Statement on Form S-1 (File No. 333-73299),  filed
    on March 3, 1999,  as amended  by  Amendment  No. 1, filed on April 9, 1999,
    Amendment  No. 2, filed on April 19, 1999,  Amendment No. 3, filed on May 3,
    1999 and Amendment No. 4, filed on May 7, 1999; and (ii) the  description of
    the  Registrant's  Common Stock contained in the  Registrant's  Registration
    Statement on Form 8-A12B, as the same may be amended.

      All documents  subsequently  filed by the  Registrant  with the Commission
    pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after
    the  date of this  Registration  Statement,  but  prior to the  filing  of a
    post-effective amendment to this Registration Statement which indicates that
    all  securities  offered by this  Registration  Statement  have been sold or
    which deregisters all such securities then remaining unsold, shall be deemed
    to be  incorporated  by reference  into this  Registration  Statement.  Each
    document incorporated by reference into this Registration Statement shall be
    deemed to be a part of this  Registration  Statement from the date of filing
    of such document with the Commission until the information contained therein
    is  superseded  or  updated  by any  subsequently  filed  document  which is
    incorporated  by  reference  into  this  Registration  Statement  or by  any
    document  which  constitutes  part of the  prospectus  relating to the WESCO
    International,  Inc.  1998 Stock  Option Plan  meeting the  requirements  of
    Section 10(a) of the Securities Act.


    ITEM 4. DESCRIPTION OF SECURITIES.

      The class of securities to be offered under this Registration Statement is
    registered under Section 12 of the Exchange Act.


    ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.


    ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under Section 145 of the Delaware General  Corporation Law (the "DGCL"), a
    corporation has the power to indemnify  directors and officers under certain
    prescribed  circumstances and subject to certain limitations against certain
    costs and  expenses,  including  attorneys'  fees  actually  and  reasonably
    incurred in connection with any action,  suit or proceeding,  whether civil,
    criminal,  administrative or investigative,  to which any of them is a party
    by reason of his being a director  or officer  of the  corporation  if it is
    determined  that he acted in  accordance  with the  applicable  standard  of
    conduct  set  forth  in  such  statutory   provision.   Article  VI  of  the
    Registrant's  By-Laws provides that the Registrant will 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 by reason of the fact that
    he is or  was  serving  at the  request  of the  Registrant  as a  director,
    officer,  employee or agent of another entity,  against certain liabilities,
    costs and expenses.  Article VI further  permits the  Registrant to maintain
    insurance  on  behalf  of any  person  who is or  was a  director,  officer,
    employee or agent of the


                                     II - 1
<PAGE>





    Registrant, or  is or  was serving  at the  request of  the  Registrant as a
    director,   officer,  employee  or  agent  of  another  entity  against  any
    liability  asserted  against such  person and incurred by such person in any
    such  capacity  or arising  out of his   status as such,  whether or not the
    Registrant  would have the power to   indemnify  such  person  against  such
    liability under the DGCL. The Registrant maintains directors' and officers'
    liability insurance.

      Section 102(b)(7) of the DGCL permits a corporation, in its certificate of
    incorporation,   to  limit  or  eliminate,   subject  to  certain  statutory
    limitations,   the  liability  of  directors  to  the   corporation  or  its
    stockholders  for monetary damages for breaches of fiduciary duty except for
    liability  (a) for any  breach  of the  director's  duty of  loyalty  to the
    corporation or its stockholders, (b) for acts or omissions not in good faith
    or which involve  intentional  misconduct or a knowing violation of law, (c)
    under  Section 174 of the DGCL,  or (d) for any  transaction  from which the
    director  derived  an  improper  personal  benefit.  Article  SIXTH  of  the
    Registrant's  Certificate of Incorporation  contains the following provision
    regarding  limitation  of  liability  of  the  Registrant's   directors  and
    officers:

            "(e)  No  director  of  the  Corporation  shall  be  liable  to  the
            Corporation or its  stockholders  for monetary damages for breach of
            his or her  fiduciary  duty as a  director,  provided  that  nothing
            contained  in this [Third  Restated  Certificate  of  Incorporation]
            shall  eliminate  or limit the  liability  of a director (a) for any
            breach of the director's  duty of loyalty to the  Corporation or its
            stockholders,  (b) for acts or omissions  not in good faith or which
            involve  intentional  misconduct or a knowing  violation of law, (c)
            under Section 174 of the DGCL, or (d) for any transaction from which
            the director derived an improper personal benefit."


    ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      None.


    ITEM 8. EXHIBITS.

      The following  exhibits are filed herewith or incorporated by reference as
    part of this Registration Statement:

    EXHIBIT NO.                     DESCRIPTION
    -----------                     -----------

      4.1         Amended  and  Restated  Certificate  of  Incorporation  of the
                  Registrant  (incorporated  by  reference to Exhibit 3.1 to the
                  Registrant's Form S-1 filed on March 3, 1999 (File No.
                  333-73299)).

      4.2         Amended and Restated  By-Laws of the Registrant  (incorporated
                  by reference to Exhibit 3.2 to the Registrant's Form S-1 filed
                  on March 3, 1999 (File No. 333-73299)).

      5.1         Opinion of  Kirkpatrick  & Lockhart LLP regarding the legality
                  of the shares being registered hereunder.

      23.1        Consent of PricewaterhouseCoopers LLP.

      23.2        Consent of Anchin, Block & Anchin LLP.

      23.3        Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
                  filed as Exhibit 5.1).

      24.1        Power of  Attorney  (set forth on the  signature  page of this
                  Registration Statement).


                                     II - 2
<PAGE>





     ITEM 9. UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers of 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;

                    (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;

          (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 undersigned Registrant hereby undertakes that, for purposes of
     determining  any  liability  under the  Securities  Act, each filing of the
     Registrant's  annual  report  pursuant to Section 13(a) or 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.

                                      * * *

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



                                     II - 3
<PAGE>



                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Pittsburgh,  Commonwealth of  Pennsylvania,  on this
24th day of June, 1999.



                              WESCO INTERNATIONAL, INC.


                              By:/s/ Roy W. Haley
                                 -----------------------------------------------
                                 Roy W. Haley
                                 Chairman, President and Chief Executive Officer


     We, the undersigned directors and officers of WESCO International, Inc., do
hereby constitute and appoint Roy W. Haley and Steven A. Burleson,  or either of
them,  our true and  lawful  attorneys  and  agents,  to do any and all acts and
things in our name and on our behalf in our capacities as directors and officers
and to execute any and all instruments for us and in our names in the capacities
indicated  below,  which said attorneys and agents,  or either of them, may deem
necessary or advisable to enable said  corporation to comply with the Securities
Act and any rules, regulations and requirements of the Commission, in connection
with  this  Registration   Statement,   including   specifically,   but  without
limitation,  power and authority to sign for us or any of us in our names in the
capacities  indicated  below, any and all amendments  (including  post-effective
amendments)  hereto and we do hereby ratify and confirm all that said  attorneys
and agents, or either of them, shall do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  as  amended,  this
Registration  Statement and the foregoing  Power of Attorney have been signed by
the following persons in the capacities and on the date(s) indicated:


     SIGNATURE                      CAPACITY                           DATE
     ---------                      --------                           ----

/s/ Roy W. Haley            Chairman, President and Chief          June 24, 1999
------------------------    Executive Officer (Principal
Roy W. Haley                Executive Officer)


/s/ Steven A. Burleson      Vice President, Chief Financial        June 18, 1999
------------------------    Officer and Treasurer (Principal
Steven A. Burleson          Financial Officer)


/s/ David J. Russo          Corporate Controller (Principal        June 22, 1999
------------------------    Accounting Officer)
David J. Russo


/s/ James L. Singleton      Director                               June 21, 1999
------------------------
James L. Singleton





                                     II - 4
<PAGE>






     SIGNATURE                      CAPACITY                           DATE
     ---------                      --------                           ----

/s/ James A. Stern          Director                               June 21, 1999
------------------------
James A. Stern


/s/ Anthony D. Tutrone      Director                               June 21, 1999
------------------------
Anthony D. Tutrone


/s/ Michael J. Cheshire     Director                               June 21, 1999
------------------------
Michael J. Cheshire


/s/ Robert J. Tarr, Jr.     Director                               June 18, 1999
------------------------
Robert J. Tarr, Jr.


/s/ Kenneth L. Way          Director                               June 18, 1999
------------------------
Kenneth L. Way







                                     II - 5
<PAGE>







                                   EXHIBIT INDEX


EXHIBIT NO.                         DESCRIPTION
-----------                         -----------

  4.1           Amended  and  Restated   Certificate  of  Incorporation  of  the
                Registrant  (incorporated  by  reference  to Exhibit  3.1 to the
                Registrant's Form S-1 filed on March 3, 1999 (File No.
                333-73299)).

  4.2           Amended and Restated By-Laws of the Registrant  (incorporated by
                reference to Exhibit 3.2 to the  Registrant's  Form S-1 filed on
                March 3, 1999 (File No. 333-73299)).

  5.1           Opinion of  Kirkpatrick & Lockhart LLP regarding the legality of
                the shares being registered hereunder.

  23.1          Consent of PricewaterhouseCoopers LLP.

  23.2          Consent of Anchin, Block & Anchin LLP.

  23.3          Consent of  Kirkpatrick  & Lockhart LLP (included in the Opinion
                filed as Exhibit 5.1).

  24.1          Power  of  Attorney  (set  forth on the  signature  page of this
                Registration Statement).




                                     II - 6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18576}]
{"company-data": {"conformed-name": "WESCO INTERNATIONAL INC", "cik": "0000929008", "assigned-sic": "5063", "irs-number": "251723345", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81847", "film-number": "99655442"}, "business-address": {"street1": "COMMERCE COURT 4 STATION SQUARE", "street2": "STE 700", "city": "PITTSBURGH", "state": "PA", "zip": "15219", "phone": "4124542200"}, "mail-address": {"street1": "COMMERCE COURT 4 STATION SQUARE", "street2": "STE 700", "city": "PITTSBURGH", "state": "PA", "zip": "15219"}, "former-company": {"former-conformed-name": "CDW HOLDING CORP", "date-changed": "19971217"}}
Registration No. 333-
                                                                         -------
--------------------------------------------------------------------------------

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

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

            DELAWARE                                     25-1723345
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

        COMMERCE COURT, SUITE 700
           FOUR STATION SQUARE
        PITTSBURGH, PENNSYLVANIA                              15219
  (Address of principal executive offices)                  (Zip Code)

                WESCO INTERNATIONAL, INC. 1998 STOCK OPTION PLAN
                            (Full title of the plan)

                               STEVEN A. BURLESON
              VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
                            WESCO INTERNATIONAL, INC.
                            COMMERCE COURT, SUITE 700
                               FOUR STATION SQUARE
                         PITTSBURGH, PENNSYLVANIA 15219
                     (Name and address of agent for service)

                                 (412) 454-2200
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
      TITLE OF                         PROPOSED       PROPOSED        AMOUNT OF
     SECURITIES       AMOUNT TO BE     MAXIMUM         MAXIMUM      REGISTRATION
  TO BE REGISTERED     REGISTERED   OFFERING PRICE    AGGREGATE          FEE
                                     PER SHARE(1)  OFFERING PRICE
--------------------------------------------------------------------------------

Common Stock, par       3,462,798       $10.75       $37,225,079      $10,349
value $0.01 per share

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

      (1) Based upon the  exercise  price of the options in respect of which the
shares may be issued, in accordance with Rule 457(h).
--------------------------------------------------------------------------------
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by the Registrant  with the Securities and
    Exchange  Commission  (the  "Commission")  pursuant to the Securities Act of
    1933, as amended (the "Securities  Act"), are incorporated by reference into
    this Registration Statement: (i) the prospectus filed with the Commission as
    part of the Registration  Statement on Form S-1 (File No. 333-73299),  filed
    on March 3, 1999,  as amended  by  Amendment  No. 1, filed on April 9, 1999,
    Amendment  No. 2, filed on April 19, 1999,  Amendment No. 3, filed on May 3,
    1999 and Amendment No. 4, filed on May 7, 1999; and (ii) the  description of
    the  Registrant's  Common Stock contained in the  Registrant's  Registration
    Statement on Form 8-A12B, as the same may be amended.

      All documents  subsequently  filed by the  Registrant  with the Commission
    pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after
    the  date of this  Registration  Statement,  but  prior to the  filing  of a
    post-effective amendment to this Registration Statement which indicates that
    all  securities  offered by this  Registration  Statement  have been sold or
    which deregisters all such securities then remaining unsold, shall be deemed
    to be  incorporated  by reference  into this  Registration  Statement.  Each
    document incorporated by reference into this Registration Statement shall be
    deemed to be a part of this  Registration  Statement from the date of filing
    of such document with the Commission until the information contained therein
    is  superseded  or  updated  by any  subsequently  filed  document  which is
    incorporated  by  reference  into  this  Registration  Statement  or by  any
    document  which  constitutes  part of the  prospectus  relating to the WESCO
    International,  Inc.  1998 Stock  Option Plan  meeting the  requirements  of
    Section 10(a) of the Securities Act.

    ITEM 4. DESCRIPTION OF SECURITIES.

      The class of securities to be offered under this Registration Statement is
    registered under Section 12 of the Exchange Act.

    ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

    ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under Section 145 of the Delaware General  Corporation Law (the "DGCL"), a
    corporation has the power to indemnify  directors and officers under certain
    prescribed  circumstances and subject to certain limitations against certain
    costs and  expenses,  including  attorneys'  fees  actually  and  reasonably
    incurred in connection with any action,  suit or proceeding,  whether civil,
    criminal,  administrative or investigative,  to which any of them is a party
    by reason of his being a director  or officer  of the  corporation  if it is
    determined  that he acted in  accordance  with the  applicable  standard  of
    conduct  set  forth  in  such  statutory   provision.   Article  VI  of  the
    Registrant's  By-Laws provides that the Registrant will 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 by reason of the fact that
    he is or  was  serving  at the  request  of the  Registrant  as a  director,
    officer,  employee or agent of another entity,  against certain liabilities,
    costs and expenses.  Article VI further  permits the  Registrant to maintain
    insurance  on  behalf  of any  person  who is or  was a  director,  officer,
    employee or agent of the

                                     II - 1
Registrant, or  is or  was serving  at the  request of  the  Registrant as a
    director,   officer,  employee  or  agent  of  another  entity  against  any
    liability  asserted  against such  person and incurred by such person in any
    such  capacity  or arising  out of his   status as such,  whether or not the
    Registrant  would have the power to   indemnify  such  person  against  such
    liability under the DGCL. The Registrant maintains directors' and officers'
    liability insurance.

      Section 102(b)(7) of the DGCL permits a corporation, in its certificate of
    incorporation,   to  limit  or  eliminate,   subject  to  certain  statutory
    limitations,   the  liability  of  directors  to  the   corporation  or  its
    stockholders  for monetary damages for breaches of fiduciary duty except for
    liability  (a) for any  breach  of the  director's  duty of  loyalty  to the
    corporation or its stockholders, (b) for acts or omissions not in good faith
    or which involve  intentional  misconduct or a knowing violation of law, (c)
    under  Section 174 of the DGCL,  or (d) for any  transaction  from which the
    director  derived  an  improper  personal  benefit.  Article  SIXTH  of  the
    Registrant's  Certificate of Incorporation  contains the following provision
    regarding  limitation  of  liability  of  the  Registrant's   directors  and
    officers:

            "(e)  No  director  of  the  Corporation  shall  be  liable  to  the
            Corporation or its  stockholders  for monetary damages for breach of
            his or her  fiduciary  duty as a  director,  provided  that  nothing
            contained  in this [Third  Restated  Certificate  of  Incorporation]
            shall  eliminate  or limit the  liability  of a director (a) for any
            breach of the director's  duty of loyalty to the  Corporation or its
            stockholders,  (b) for acts or omissions  not in good faith or which
            involve  intentional  misconduct or a knowing  violation of law, (c)
            under Section 174 of the DGCL, or (d) for any transaction from which
            the director derived an improper personal benefit."

    ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      None.

    ITEM 8. EXHIBITS.

      The following  exhibits are filed herewith or incorporated by reference as
    part of this Registration Statement:

    EXHIBIT NO.                     DESCRIPTION
    -----------                     -----------

      4.1         Amended  and  Restated  Certificate  of  Incorporation  of the
                  Registrant  (incorporated  by  reference to Exhibit 3.1 to the
                  Registrant's Form S-1 filed on March 3, 1999 (File No.
                  333-73299)).

      4.2         Amended and Restated  By-Laws of the Registrant  (incorporated
                  by reference to Exhibit 3.2 to the Registrant's Form S-1 filed
                  on March 3, 1999 (File No. 333-73299)).

      5.1         Opinion of  Kirkpatrick  & Lockhart LLP regarding the legality
                  of the shares being registered hereunder.

      23.1        Consent of PricewaterhouseCoopers LLP.

      23.2        Consent of Anchin, Block & Anchin LLP.

      23.3        Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
                  filed as Exhibit 5.1).

      24.1        Power of  Attorney  (set forth on the  signature  page of this
                  Registration Statement).

                                     II - 2
ITEM 9. UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers of 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;

                    (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;

          (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 undersigned Registrant hereby undertakes that, for purposes of
     determining  any  liability  under the  Securities  Act, each filing of the
     Registrant's  annual  report  pursuant to Section 13(a) or 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.

                                      * * *

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

                                     II - 3
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Pittsburgh,  Commonwealth of  Pennsylvania,  on this
24th day of June, 1999.

                              WESCO INTERNATIONAL, INC.

                              By:/s/ Roy W. Haley
                                 -----------------------------------------------
                                 Roy W. Haley
                                 Chairman, President and Chief Executive Officer

     We, the undersigned directors and officers of WESCO International, Inc., do
hereby constitute and appoint Roy W. Haley and Steven A. Burleson,  or either of
them,  our true and  lawful  attorneys  and  agents,  to do any and all acts and
things in our name and on our behalf in our capacities as directors and officers
and to execute any and all instruments for us and in our names in the capacities
indicated  below,  which said attorneys and agents,  or either of them, may deem
necessary or advisable to enable said  corporation to comply with the Securities
Act and any rules, regulations and requirements of the Commission, in connection
with  this  Registration   Statement,   including   specifically,   but  without
limitation,  power and authority to sign for us or any of us in our names in the
capacities  indicated  below, any and all amendments  (including  post-effective
amendments)  hereto and we do hereby ratify and confirm all that said  attorneys
and agents, or either of them, shall do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  as  amended,  this
Registration  Statement and the foregoing  Power of Attorney have been signed by
the following persons in the capacities and on the date(s) indicated:

     SIGNATURE                      CAPACITY                           DATE
     ---------                      --------                           ----

/s/ Roy W. Haley            Chairman, President and Chief          June 24, 1999
------------------------    Executive Officer (Principal
Roy W. Haley                Executive Officer)

/s/ Steven A. Burleson      Vice President, Chief Financial        June 18, 1999
------------------------    Officer and Treasurer (Principal
Steven A. Burleson          Financial Officer)

/s/ David J. Russo          Corporate Controller (Principal        June 22, 1999
------------------------    Accounting Officer)
David J. Russo

/s/ James L. Singleton      Director                               June 21, 1999
------------------------
James L. Singleton

                                     II - 4
SIGNATURE                      CAPACITY                           DATE
     ---------                      --------                           ----

/s/ James A. Stern          Director                               June 21, 1999
------------------------
James A. Stern

/s/ Anthony D. Tutrone      Director                               June 21, 1999
------------------------
Anthony D. Tutrone

/s/ Michael J. Cheshire     Director                               June 21, 1999
------------------------
Michael J. Cheshire

/s/ Robert J. Tarr, Jr.     Director                               June 18, 1999
------------------------
Robert J. Tarr, Jr.

/s/ Kenneth L. Way          Director                               June 18, 1999
------------------------
Kenneth L. Way

                                     II - 5
EXHIBIT INDEX

EXHIBIT NO.                         DESCRIPTION
-----------                         -----------

  4.1           Amended  and  Restated   Certificate  of  Incorporation  of  the
                Registrant  (incorporated  by  reference  to Exhibit  3.1 to the
                Registrant's Form S-1 filed on March 3, 1999 (File No.
                333-73299)).

  4.2           Amended and Restated By-Laws of the Registrant  (incorporated by
                reference to Exhibit 3.2 to the  Registrant's  Form S-1 filed on
                March 3, 1999 (File No. 333-73299)).

  5.1           Opinion of  Kirkpatrick & Lockhart LLP regarding the legality of
                the shares being registered hereunder.

  23.1          Consent of PricewaterhouseCoopers LLP.

  23.2          Consent of Anchin, Block & Anchin LLP.

  23.3          Consent of  Kirkpatrick  & Lockhart LLP (included in the Opinion
                filed as Exhibit 5.1).

  24.1          Power  of  Attorney  (set  forth on the  signature  page of this
                Registration Statement).

                                     II - 6