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 DISTRIBUTION, INC. RETIREMENT SAVINGS 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(2)  OFFERING PRICE

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

Common Stock, par      2,000,000(1)    $7.19(2)      $14,380,000       $3,997.64
value $0.01 per share

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

      (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended,  this Registration  Statement also covers an indeterminate number of
interests  to be  offered  or sold  pursuant  to the  WESCO  Distribution,  Inc.
Retirement Savings Plan.

     (2) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low prices for the  Registrant's  Common Stock  reported on the New
York       Stock        Exchange       on       November        11,        1999.
--------------------------------------------------------------------------------


<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;  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 Distribution, Inc. Retirement Savings Plan (the
"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 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.



                                     II - 1
<PAGE>




     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).

     The  undersigned  Registrant  hereby  undertakes to submit the Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and
has made or will make all  changes  required  by the IRS in order to qualify the
Plan.



                                     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
27th day of October, 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,  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       October 27, 1999
-------------------------   Executive Officer (Principal
Roy W. Haley                Officer)


/s/ Steven A. Burleson       Vice President, Chief              October 27, 1999
-------------------------    Financial Officer and
Steven A. Burleson           Treasurer (Principal Financial
                             Officer and Principal Accounting
                             Officer)


/s/ James L. Singleton       Director                           October 27, 1999
-------------------------
James L. Singleton

/s/ James A. Stern           Director                           October 27, 1999
-------------------------
James A. Stern

/s/ Anthony D. Turtone       Director                           October 27, 1999
-------------------------
Anthony D. Tutrone


/s/ Michael J. Cheshire      Director                           October 27, 1999
-------------------------
Michael J. Cheshire

/s/ Robert J. Tarr, Jr.      Director                           October 27, 1999
-------------------------
Robert J. Tarr, Jr.



                                     II - 4
<PAGE>


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

/s/ Kenneth L. Way            Director                          October 27, 1999
-------------------------
Kenneth L. Way

     Pursuant to the requirements of the Securities Act of 1933, the undersigned
Plan Administrator of the WESCO  Distribution,  Inc. Retirement Savings Plan 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 October 27, 1999.



                                   WESCO DISTRIBUTION, INC. RETIREMENT
                                   SAVINGS PLAN ADMINISTRATIVE COMMITTEE

                                   By: /s/ Steven A. Burleson
                                       -----------------------------------------
                                       Steven A. Burleson, Chairman





                                     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
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19013}]
{"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": "333-91187", "film-number": "99760133"}, "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 DISTRIBUTION, INC. RETIREMENT SAVINGS 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(2)  OFFERING PRICE

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

Common Stock, par      2,000,000(1)    $7.19(2)      $14,380,000       $3,997.64
value $0.01 per share

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

      (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended,  this Registration  Statement also covers an indeterminate number of
interests  to be  offered  or sold  pursuant  to the  WESCO  Distribution,  Inc.
Retirement Savings Plan.

     (2) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low prices for the  Registrant's  Common Stock  reported on the New
York       Stock        Exchange       on       November        11,        1999.
--------------------------------------------------------------------------------
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;  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 Distribution, Inc. Retirement Savings Plan (the
"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 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.

                                     II - 1
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).

     The  undersigned  Registrant  hereby  undertakes to submit the Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and
has made or will make all  changes  required  by the IRS in order to qualify the
Plan.

                                     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
27th day of October, 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,  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       October 27, 1999
-------------------------   Executive Officer (Principal
Roy W. Haley                Officer)

/s/ Steven A. Burleson       Vice President, Chief              October 27, 1999
-------------------------    Financial Officer and
Steven A. Burleson           Treasurer (Principal Financial
                             Officer and Principal Accounting
                             Officer)

/s/ James L. Singleton       Director                           October 27, 1999
-------------------------
James L. Singleton

/s/ James A. Stern           Director                           October 27, 1999
-------------------------
James A. Stern

/s/ Anthony D. Turtone       Director                           October 27, 1999
-------------------------
Anthony D. Tutrone

/s/ Michael J. Cheshire      Director                           October 27, 1999
-------------------------
Michael J. Cheshire

/s/ Robert J. Tarr, Jr.      Director                           October 27, 1999
-------------------------
Robert J. Tarr, Jr.

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

/s/ Kenneth L. Way            Director                          October 27, 1999
-------------------------
Kenneth L. Way

     Pursuant to the requirements of the Securities Act of 1933, the undersigned
Plan Administrator of the WESCO  Distribution,  Inc. Retirement Savings Plan 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 October 27, 1999.

                                   WESCO DISTRIBUTION, INC. RETIREMENT
                                   SAVINGS PLAN ADMINISTRATIVE COMMITTEE

                                   By: /s/ Steven A. Burleson
                                       -----------------------------------------
                                       Steven A. Burleson, Chairman

                                     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