Total Pages:
                                                          Exhibit Index on Page:
                                                     Registration No. 333-______
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

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

                                  INACOM CORP.
               (Exact Name of Issuer as Specified in its Charter)

                 Delaware                            47-0681813
      (State or Other Jurisdiction of             (I.R.S. Employer
      Incorporation of Organization)             Identification No.)


            10810 Farnam Drive
              Omaha, Nebraska                          68154

      (Address of Principal Executive Offices)       (Zip Code)

                             InaCom 1997 Stock Plan
                            (Full Title of the Plan)

                  David C. Guenthner, Executive Vice President
                           and Chief Financial Officer
                                  InaCom Corp.
                           200 Farnam Executive Center
                               10810 Farnam Drive
                              Omaha, Nebraska 68154
                     (Name and Address of Agent for Service)

                     Telephone Number, Including Area Code,
                       of Agent for Service: 402-392-3900

<TABLE>
                                           CALCULATION OF REGISTRATION FEE
=============================================================================================
<S>               <C>               <C>                   <C>                   <C>
Title of          Amount to         Proposed maximum      Proposed maximum      Amount of
securities        be regis-         offering price        aggregate             registration
to be             tered             per share(1)          offering price(1)     fee(2)
registered                                                                                   
---------------------------------------------------------------------------------------------
Common            10,000,000        $15.00                $150,000,000*         $41,700
Stock
</TABLE>

(1)   Estimated  solely  for the  purposes  of  calculating  the  amount  of the
      registration  fee, pursuant to Rule 457(c), on the basis of the average of
      the high and low sales prices on March 2, 1999.
(2)   Relates only to additional  shares  registered hereby and does not include
      the amount of  registration  fee  previously  paid in connection  with the
      1,400,000  shares of Common Stock  previously  registered by  Registration
      Statement  on Form S-8 filed with the  Commission  on April 24, 1997 (Reg.
      No. 333-25791).


<PAGE>





                                EXPLANATORY NOTE

     Pursuant to General Instruction E Form S-8, this Registration  Statement is
being filed in order to register  10,000,000  additional shares of Common Stock,
$.10  par  value,  of  InaCom  Corp.  with  respect  to  a  currently  effective
Registration Statement on Form S-8 (333-25791) relating to the InaCom 1997 Stock
Plan.

     The contents of Registration  Statement on Form S-8 (333-25791) as filed on
April 24, 1997 are incorporated by reference into this Registration Statement.


<PAGE>




                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 8.  Exhibits

     4.1    -      InaCom  1997  Stock  Plan,  incorporated  by  reference  from
                   Exhibit 4.1 of the Company's  Registration  Statement on Form
                   S-8  (333-25791)  and  amendment   thereto   incorporated  by
                   reference from the Company's Current Report on Form 8-K dated
                   February 17, 1999.

     5      -     Opinion of McGrath, North, Mullin & Kratz, P.C.

     23.1   -     Consent of McGrath, North, Mullin & Kratz,
                  P.C., counsel for the Company (included as part
                  of Exhibit 5)

     23.2   -     Consent of KPMG Peat Marwick LLP

     23.3   -     Consent of Ernst & Young LLP

     24     -     Powers of Attorney*

---------------------------
*Previously filed with Form S-8 (333-25791)


<PAGE>


SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act of 1933,  InaCom
Corp.,  a Delaware  corporation,  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 Omaha, and the State of
Nebraska, on this 4th day of March, 1999.

                                               InaCom Corp.

                                                  /s/ Bill L. Fairfield
                                             By____________________________
                                               Bill L. Fairfield, President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated on the 4th day of March, 1999.

         Signature                                            Title

/s/Bill L. Fairfield
_________________________                President (Principal Executive
Bill L. Fairfield                        Officer) and Director

/s/ David C. Guenthner
_________________________                Executive Vice President and Chief
David C. Guenthner                       Financial Officer (Principal
                                         Financing and Accounting Officer)

         Joseph Auerbach*                                     Director
         Richard H. Bard                                      Director
         Mogens C. Bay*                                       Director
         James Q. Crowe                                       Director
         W. Grant Gregory*                                    Director
         Rick Inatome*                                        Director
         Joseph Inatome*                                      Director
         William H. Janeway                                   Director
         John R. Oltman                                       Director
         Gary Schwendiman*                                    Director
         William Y. Tauscher                                  Director
         Linda S. Wilson*                                     Director

         *This  registration  statement  has been signed by the  undersigned  as
attorney-in-fact  on behalf of each person so  indicated  pursuant to a power of
attorney  duly executed by each such person and  previously  filed as exhibit to
Form S-8 (333-25791).
                                                  /s/ Bill L. Fairfield
                                              By____________________________
                                                 Bill L. Fairfield
                                                 Attorney-in-Fact


<PAGE>



                                INDEX OF EXHIBITS

                                                                          PAGE
   NUMBER                                            DESCRIPTION           NO.


 4.1       -     InaCom 1997 Stock Plan, incorporated by reference from 
                 Exhibit 4.1 of the Company's Registration Statement  
                 on Form S-8 (333-25791) and amendment thereto incorporated  
                 by reference from the Company's Current Report on Form 
                 8-K dated February 17, 1999.

 5         -     Opinion of McGrath, North, Mullin & Kratz, P.C.

 23.1      -     Consent of McGrath, North, Mullin & Kratz,
                 P.C., counsel for the Company (included as part
                 of Exhibit 5)

 23.2      -     Consent of KPMG Peat Marwick LLP

 23.3      -     Consent of Ernst & Young LLP

 24        -     Powers of Attorney*

---------------------------
*Previously filed with Form S-8 (333-25791)

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 8336}]
{"company-data": {"conformed-name": "INACOM CORP", "cik": "0000818815", "assigned-sic": "6794", "irs-number": "470681813", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73335", "film-number": "99557194"}, "business-address": {"street1": "200 FARNAM EXECUTIVE CTR", "street2": "10810 FARNAM DR", "city": "OMAHA", "state": "NE", "zip": "68154", "phone": "4023923900"}, "mail-address": {"street1": "10810 FARNAM DRIVE", "street2": "SUITE 200", "city": "OMAHA", "state": "NE", "zip": "68154"}, "former-company": {"former-conformed-name": "VALCOM INC", "date-changed": "19910812"}}
Total Pages:
                                                          Exhibit Index on Page:
                                                     Registration No. 333-______
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

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

                                  INACOM CORP.
               (Exact Name of Issuer as Specified in its Charter)

                 Delaware                            47-0681813
      (State or Other Jurisdiction of             (I.R.S. Employer
      Incorporation of Organization)             Identification No.)

            10810 Farnam Drive
              Omaha, Nebraska                          68154

      (Address of Principal Executive Offices)       (Zip Code)

                             InaCom 1997 Stock Plan
                            (Full Title of the Plan)

                  David C. Guenthner, Executive Vice President
                           and Chief Financial Officer
                                  InaCom Corp.
                           200 Farnam Executive Center
                               10810 Farnam Drive
                              Omaha, Nebraska 68154
                     (Name and Address of Agent for Service)

                     Telephone Number, Including Area Code,
                       of Agent for Service: 402-392-3900

                                           CALCULATION OF REGISTRATION FEE
=============================================================================================
Title of          Amount to         Proposed maximum      Proposed maximum      Amount of
securities        be regis-         offering price        aggregate             registration
to be             tered             per share(1)          offering price(1)     fee(2)
registered                                                                                   
---------------------------------------------------------------------------------------------
Common            10,000,000        $15.00                $150,000,000*         $41,700
Stock
(1)   Estimated  solely  for the  purposes  of  calculating  the  amount  of the
      registration  fee, pursuant to Rule 457(c), on the basis of the average of
      the high and low sales prices on March 2, 1999.
(2)   Relates only to additional  shares  registered hereby and does not include
      the amount of  registration  fee  previously  paid in connection  with the
      1,400,000  shares of Common Stock  previously  registered by  Registration
      Statement  on Form S-8 filed with the  Commission  on April 24, 1997 (Reg.
      No. 333-25791).
EXPLANATORY NOTE

     Pursuant to General Instruction E Form S-8, this Registration  Statement is
being filed in order to register  10,000,000  additional shares of Common Stock,
$.10  par  value,  of  InaCom  Corp.  with  respect  to  a  currently  effective
Registration Statement on Form S-8 (333-25791) relating to the InaCom 1997 Stock
Plan.

     The contents of Registration  Statement on Form S-8 (333-25791) as filed on
April 24, 1997 are incorporated by reference into this Registration Statement.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 8.  Exhibits

     4.1    -      InaCom  1997  Stock  Plan,  incorporated  by  reference  from
                   Exhibit 4.1 of the Company's  Registration  Statement on Form
                   S-8  (333-25791)  and  amendment   thereto   incorporated  by
                   reference from the Company's Current Report on Form 8-K dated
                   February 17, 1999.

     5      -     Opinion of McGrath, North, Mullin & Kratz, P.C.

     23.1   -     Consent of McGrath, North, Mullin & Kratz,
                  P.C., counsel for the Company (included as part
                  of Exhibit 5)

     23.2   -     Consent of KPMG Peat Marwick LLP

     23.3   -     Consent of Ernst & Young LLP

     24     -     Powers of Attorney*

---------------------------
*Previously filed with Form S-8 (333-25791)
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act of 1933,  InaCom
Corp.,  a Delaware  corporation,  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 Omaha, and the State of
Nebraska, on this 4th day of March, 1999.

                                               InaCom Corp.

                                                  /s/ Bill L. Fairfield
                                             By____________________________
                                               Bill L. Fairfield, President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated on the 4th day of March, 1999.

         Signature                                            Title

/s/Bill L. Fairfield
_________________________                President (Principal Executive
Bill L. Fairfield                        Officer) and Director

/s/ David C. Guenthner
_________________________                Executive Vice President and Chief
David C. Guenthner                       Financial Officer (Principal
                                         Financing and Accounting Officer)

         Joseph Auerbach*                                     Director
         Richard H. Bard                                      Director
         Mogens C. Bay*                                       Director
         James Q. Crowe                                       Director
         W. Grant Gregory*                                    Director
         Rick Inatome*                                        Director
         Joseph Inatome*                                      Director
         William H. Janeway                                   Director
         John R. Oltman                                       Director
         Gary Schwendiman*                                    Director
         William Y. Tauscher                                  Director
         Linda S. Wilson*                                     Director

         *This  registration  statement  has been signed by the  undersigned  as
attorney-in-fact  on behalf of each person so  indicated  pursuant to a power of
attorney  duly executed by each such person and  previously  filed as exhibit to
Form S-8 (333-25791).
                                                  /s/ Bill L. Fairfield
                                              By____________________________
                                                 Bill L. Fairfield
                                                 Attorney-in-Fact
INDEX OF EXHIBITS

                                                                          PAGE
   NUMBER                                            DESCRIPTION           NO.

 4.1       -     InaCom 1997 Stock Plan, incorporated by reference from 
                 Exhibit 4.1 of the Company's Registration Statement  
                 on Form S-8 (333-25791) and amendment thereto incorporated  
                 by reference from the Company's Current Report on Form 
                 8-K dated February 17, 1999.

 5         -     Opinion of McGrath, North, Mullin & Kratz, P.C.

 23.1      -     Consent of McGrath, North, Mullin & Kratz,
                 P.C., counsel for the Company (included as part
                 of Exhibit 5)

 23.2      -     Consent of KPMG Peat Marwick LLP

 23.3      -     Consent of Ernst & Young LLP

 24        -     Powers of Attorney*

---------------------------
*Previously filed with Form S-8 (333-25791)