As filed with the Securities and Exchange Commission on July 7, 1998
                                                           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. 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>
<S>                            <C>                       <C>                      <C>                     <C> 

                         CALCULATION OF REGISTRATION FEE

========================================================================================================================
                                                              Proposed                  Proposed
         Title of                                              maximum                   maximum
        securities                   Amount                   offering                  aggregate           Amount of
           to be                     to be                      price                   offering          registration
        registered             registered (1) (2)         per share (3)(4)            price (3)(4)           fee (4)
------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01             1,000,000 Shares               $ 5.3657                $ 5,365,700           $ 1,583
par value per share
========================================================================================================================
<FN>

(1)      The  securities  to be  registered  include an  aggregate  of 1,000,000
         shares reserved for issuance under the CompuCom Systems,  Inc. 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  $5.3657,  which is 85% of the average of the highest
         and  lowest  price  per share of common  stock on the  Nasdaq  National
         Market on June 30, 1998.

</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.

         CompuCom Systems, Inc. (the "Company") hereby incorporates by reference
in this registration  statement the following documents  previously filed by the
Company 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, 1997.

         (2)  The  Company's  Quarterly  Report  on Form  10-Q  filed  with  the
Commission for the quarter ended March 31, 1998.

         (3) The description of the common stock of the Company contained in the
Company's  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.

         (a) Section 145(a) of the Delaware General  Corporation Law (the "GCL")
empowers  a  corporation  to  indemnify  any  person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that he or she is or was a  director,  officer,  employee  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,  officer,  employee  or agent of another  corporation  or  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably incurred by him or her in connection with
such  action,  suit or  proceeding  if such person  acted in good faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

             Section 145(b) of the GCL  empowers a corporation  to indemnify any
person  who  was  or  is  a  party  or is  threatened  to be made a party to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person acted in any of the  capacities  set forth above,  against such  expenses
actually and reasonably incurred by him or her in connection with the defense or
settlement  of such action or suit if he or she acted under  similar  standards,
except  that no  indemnification  may be made in respect of any claim,  issue or
matter 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



                                      II-1

<PAGE>



application  that,  despite the adjudication of liability but in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnification for such expenses which the court shall deem proper.

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

                  Section   145(f)  of  the  GCL  provides  that  the  statutory
provisions  on  indemnification  are not exclusive of  indemnification  provided
pursuant to, among other things,  the  certificate of  incorporation,  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 GCL. In addition,  the bylaws of the Company  provide  expanded
rights to indemnification beyond the indemnification expressly authorized by the
GCL 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.

         (b) 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.

         Exhibit     Description of Exhibit

         4.1         CompuCom Systems, Inc. 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 Peat Marwick LLP

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


Item 9.  Undertakings.

         (a)        The undersigned registrant hereby undertakes:




                                      II-2

<PAGE>



                    (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
Registrant  pursuant  to Section  13 or  Section  15(d) of the 1934 Act that are
incorporated by reference in the Registration Statement.

                    (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

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

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
1934 Act (and,  where  applicable,  each  filing of an employee  benefit  plan's
annual report pursuant to Section 15(d) of the 1934 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 of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.





                                      II-3

<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 July 7, 1998:

                           COMPUCOM SYSTEMS, INC.

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

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears  below  hereby  constitutes  and  appoints  M. Lazane  Smith,  Edward R.
Anderson  and  Daniel F.  Brown,  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>
<S>                                                  <C>                                         <C>

Signature                                            Capacity                                    Date
---------                                            --------                                    ----

/s/ Edward R. Anderson                               President, Chief Executive                  July 7, 1998
---------------------------                          Officer (Principal Executive
Edward R. Anderson                                   Officer) and Director

/s/ M. Lazane Smith                                  Senior Vice President, Finance              July 7, 1998
---------------------------                          and Chief Financial Officer
M. Lazane Smith                                      (Principal Accounting Officer)


/s/ Daniel F. Brown                                  Executive Vice President Sales              July 7, 1998
---------------------------                          and Director
Daniel F. Brown


/s/ Donald R. Caldwell                               Director                                    July 7, 1998
---------------------------
Donald R. Caldwell


/s/ Michael J. Emmi                                  Director                                    July 7, 1998
---------------------------
Michael J. Emmi


/s/ Richard F. Ford                                  Director                                    July 7, 1998
---------------------------
Richard F. Ford


/s/ Delbert W. Johnson                               Director                                    July 7, 1998
---------------------------
Delbert W. Johnson

                                      II-4

<PAGE>



/s/ John D. Loewenberg                               Director                                    July 7, 1998
---------------------------
John D. Loewenberg


/s/ John C. Maxwell, III                             Director                                    July 7, 1998
---------------------------
John C. Maxwell, III


/s/ Warren V. Musser                                 Director                                    July 7, 1998
---------------------------
Warren V. Musser


/s/ Edward N. Patrone                                Director                                    July 7, 1998
---------------------------
Edward N. Patrone

</TABLE>




                                      II-5

<PAGE>



                                INDEX TO EXHIBITS

Exhibit           Description of Exhibit
-------           ----------------------

  4.1             CompuCom Systems, Inc. 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 Peat Marwick LLP

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




                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20458}]
{"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": "333-58623", "film-number": "98661330"}, "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 July 7, 1998
                                                           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. 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                                              maximum                   maximum
        securities                   Amount                   offering                  aggregate           Amount of
           to be                     to be                      price                   offering          registration
        registered             registered (1) (2)         per share (3)(4)            price (3)(4)           fee (4)
------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01             1,000,000 Shares               $ 5.3657                $ 5,365,700           $ 1,583
par value per share
========================================================================================================================
(1)      The  securities  to be  registered  include an  aggregate  of 1,000,000
         shares reserved for issuance under the CompuCom Systems,  Inc. 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  $5.3657,  which is 85% of the average of the highest
         and  lowest  price  per share of common  stock on the  Nasdaq  National
         Market on June 30, 1998.
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.

         CompuCom Systems, Inc. (the "Company") hereby incorporates by reference
in this registration  statement the following documents  previously filed by the
Company 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, 1997.

         (2)  The  Company's  Quarterly  Report  on Form  10-Q  filed  with  the
Commission for the quarter ended March 31, 1998.

         (3) The description of the common stock of the Company contained in the
Company's  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.

         (a) Section 145(a) of the Delaware General  Corporation Law (the "GCL")
empowers  a  corporation  to  indemnify  any  person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that he or she is or was a  director,  officer,  employee  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,  officer,  employee  or agent of another  corporation  or  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably incurred by him or her in connection with
such  action,  suit or  proceeding  if such person  acted in good faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

             Section 145(b) of the GCL  empowers a corporation  to indemnify any
person  who  was  or  is  a  party  or is  threatened  to be made a party to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person acted in any of the  capacities  set forth above,  against such  expenses
actually and reasonably incurred by him or her in connection with the defense or
settlement  of such action or suit if he or she acted under  similar  standards,
except  that no  indemnification  may be made in respect of any claim,  issue or
matter 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

                                      II-1
application  that,  despite the adjudication of liability but in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnification for such expenses which the court shall deem proper.

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

                  Section   145(f)  of  the  GCL  provides  that  the  statutory
provisions  on  indemnification  are not exclusive of  indemnification  provided
pursuant to, among other things,  the  certificate of  incorporation,  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 GCL. In addition,  the bylaws of the Company  provide  expanded
rights to indemnification beyond the indemnification expressly authorized by the
GCL 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.

         (b) 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.

         Exhibit     Description of Exhibit

         4.1         CompuCom Systems, Inc. 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 Peat Marwick LLP

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

Item 9.  Undertakings.

         (a)        The undersigned registrant hereby undertakes:

                                      II-2
(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
Registrant  pursuant  to Section  13 or  Section  15(d) of the 1934 Act that are
incorporated by reference in the Registration Statement.

                    (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

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

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
1934 Act (and,  where  applicable,  each  filing of an employee  benefit  plan's
annual report pursuant to Section 15(d) of the 1934 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 of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
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 July 7, 1998:

                           COMPUCOM SYSTEMS, INC.

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

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears  below  hereby  constitutes  and  appoints  M. Lazane  Smith,  Edward R.
Anderson  and  Daniel F.  Brown,  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/ Edward R. Anderson                               President, Chief Executive                  July 7, 1998
---------------------------                          Officer (Principal Executive
Edward R. Anderson                                   Officer) and Director

/s/ M. Lazane Smith                                  Senior Vice President, Finance              July 7, 1998
---------------------------                          and Chief Financial Officer
M. Lazane Smith                                      (Principal Accounting Officer)

/s/ Daniel F. Brown                                  Executive Vice President Sales              July 7, 1998
---------------------------                          and Director
Daniel F. Brown

/s/ Donald R. Caldwell                               Director                                    July 7, 1998
---------------------------
Donald R. Caldwell

/s/ Michael J. Emmi                                  Director                                    July 7, 1998
---------------------------
Michael J. Emmi

/s/ Richard F. Ford                                  Director                                    July 7, 1998
---------------------------
Richard F. Ford

/s/ Delbert W. Johnson                               Director                                    July 7, 1998
---------------------------
Delbert W. Johnson

                                      II-4
/s/ John D. Loewenberg                               Director                                    July 7, 1998
---------------------------
John D. Loewenberg

/s/ John C. Maxwell, III                             Director                                    July 7, 1998
---------------------------
John C. Maxwell, III

/s/ Warren V. Musser                                 Director                                    July 7, 1998
---------------------------
Warren V. Musser

/s/ Edward N. Patrone                                Director                                    July 7, 1998
---------------------------
Edward N. Patrone
II-5
INDEX TO EXHIBITS

Exhibit           Description of Exhibit
-------           ----------------------

  4.1             CompuCom Systems, Inc. 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 Peat Marwick LLP

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

                                      II-6