As filed with the Securities and Exchange Commission on October 27, 2000
                                               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. 2000 Equity Compensation Plan
                            (Full title of the plan)
                             -----------------------

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

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

<TABLE>
<CAPTION>


                                                  CALCULATION OF REGISTRATION FEE
====================================================================================================================

                                                            Proposed                Proposed
         Title of                    Amount                  maximum                 maximum           Amount of
        securities                   to be                  offering                aggregate         registration
           to be               registered (1) (2)             price                 offering            fee (4)
        registered                                      per share (3)(4)          price (3)(4)
--------------------------------------------------------------------------------------------------------------------
<S>                             <C>                            <C>                 <C>                   <C>
Common Stock ($0.01 par
value per share)                3,000,000 Shares               $2.13               $6,390,000            $1,687.00
====================================================================================================================
<FN>

(1)  The  securities to be registered  include an aggregate of 31,000,000  shares
     reserved  for  issuance  under  the  CompuCom  Systems,  Inc.  2000  Equity
     Compensation Plan (the "Agreement").

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

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

(4)  Calculated pursuant to Rule 457(c) and 457(h).  Accordingly,  the price per
     share of common stock offered hereunder  pursuant to the Plan is calculated
     to be $2.13, which is the average of the highest and lowest price per share
     of common stock on the Nasdaq National Market on October 24, 2000.

</FN>
</TABLE>


<PAGE>


                                     PART I

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

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         (1) The Company's  Annual Report on Form 10-K filed with the Commission
for the fiscal year ended December 31, 1999.

         (2) The Company's  Quarterly Reports  on Form  10-Q  for  the  quarters
ended March 31,  2000 and June 30, 2000.

         (3) The Company's  Current Report on Form 8-K filed with the Commission
on February 4, 2000.

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

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

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

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

                                      II-1

<PAGE>

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

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

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

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

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

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

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

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         (a)      Exhibits.

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

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

         4.1*         CompuCom, Inc. 2000 Equity Compensation Plan

         5.1          Opinion of Jenkens & Gilchrist, a Professional Corporation

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

         23.2         Consent of KPMG LLP

         24           Power of Attorney  (included with signature  page  of this
                      Registration Statement)
---------
* Filed on April 19, 2000 as Exhibit A to the Company's Definitive Revised Proxy
Statement (No. 000-14371) and incorporated herein by reference.


                                      II-2
<PAGE>

Item 9.  Undertakings.

         (a)      The Company hereby undertakes:

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

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

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

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

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

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

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

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

                                      II-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 September 18, 2000:


                           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 and J. Edward
Coleman,  and each of them,  each with full power to act without the other,  his
true  and  lawful   attorneys-in-fact  and  agents,  each  with  full  power  of
substitution and resubstitution for him and in his name, place and stead, in any
and  all  capacities,  to  sign  any  or all  amendments  to  this  Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection  therewith,   with  the  Commission,   granting  unto  each  of  said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all  intents and  purposes as he might or could do in person  hereby
ratifying and confirming that each of said  attorneys-in-fact  and agents or his
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates included:



<TABLE>
<CAPTION>

Signature                                            Capacity                                    Date
---------                                            --------                                    ----
<S>                                                  <C>                                         <C>
/s/ Harry Wallaesa                                   Chairman of the Board                       September 18, 2000
---------------------------                          of Directors and Director
Harry Wallaesa

/s/ J. Edward Coleman                                Chief Executive Officer                     September 18, 2000
---------------------------                          (Principal Executive
J. Edward Coleman                                    Officer) and Director

/s/ M. Lazane Smith                                  Senior Vice President, Finance              September 18, 2000
---------------------------                          and Chief Financial Officer
M. Lazane Smith                                      (Chief Accounting Officer)

/s/ Michael J. Emmi                                  Director                                    September 18, 2000
---------------------------
Michael J. Emmi

/s/ Richard F. Ford                                  Director                                    September 18, 2000
---------------------------
Richard F. Ford

/s/ Edwin L. Harper                                  Director                                    September 18, 2000
---------------------------
Edwin L. Harper



<PAGE>

/s/ Delbert W. Johnson                               Director                                    September 18, 2000
---------------------------
Delbert W. Johnson

/s/ John D. Loewenberg                               Director                                    September 19, 2000
---------------------------
John D. Loewenberg

/s/ Thomas C. Lynch                                  Director                                    September  18, 2000
---------------------------
Thomas C. Lynch

/s/ Warren V. Musser                                 Director                                    September 18, 2000
---------------------------
Warren V. Musser

/s/ Anthondy J. Paoni                                Director                                    September 18, 2000
---------------------------
Anthony J. Paoni

/s/ Edward N. Patrone                                Director                                    September 18, 2000
---------------------------
Edward N. Patrone
</TABLE>

<PAGE>


                                INDEX TO EXHIBITS

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

         4.1*         CompuCom Systems, Inc. 2000 Equity Compensation Plan

         5.1          Opinion of Jenkens & Gilchrist, a Professional Corporation

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

         23.2         Consent of KPMG LLP

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

-------
*        Filed  on April  19,  2000 as  Exhibit  A to the  Company's  Definitive
         Revised Proxy  Statement  (No.  000-14371) and  incorporated  herein by
         reference.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "2ND S-8 FOR COMPUCOM SYSTEMS, INC.", "secsgml_size_bytes": 20776}]
{"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": "333-48904", "film-number": "749004"}, "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 October 27, 2000
                                               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. 2000 Equity Compensation Plan
                            (Full title of the plan)
                             -----------------------

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

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

                                                            Proposed                Proposed
         Title of                    Amount                  maximum                 maximum           Amount of
        securities                   to be                  offering                aggregate         registration
           to be               registered (1) (2)             price                 offering            fee (4)
        registered                                      per share (3)(4)          price (3)(4)
--------------------------------------------------------------------------------------------------------------------
Common Stock ($0.01 par
value per share)                3,000,000 Shares               $2.13               $6,390,000            $1,687.00
====================================================================================================================
(1)  The  securities to be registered  include an aggregate of 31,000,000  shares
     reserved  for  issuance  under  the  CompuCom  Systems,  Inc.  2000  Equity
     Compensation Plan (the "Agreement").

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

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

(4)  Calculated pursuant to Rule 457(c) and 457(h).  Accordingly,  the price per
     share of common stock offered hereunder  pursuant to the Plan is calculated
     to be $2.13, which is the average of the highest and lowest price per share
     of common stock on the Nasdaq National Market on October 24, 2000.
PART I

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

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         (1) The Company's  Annual Report on Form 10-K filed with the Commission
for the fiscal year ended December 31, 1999.

         (2) The Company's  Quarterly Reports  on Form  10-Q  for  the  quarters
ended March 31,  2000 and June 30, 2000.

         (3) The Company's  Current Report on Form 8-K filed with the Commission
on February 4, 2000.

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

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

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

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

                                      II-1
Section  145(b) of the DGCL  empowers a  corporation  to indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person acted in any of the  capacities  set forth above,  against such  expenses
actually and reasonably incurred by him or her in connection with the defense or
settlement  of such action or suit if he or she acted under  similar  standards,
except  that no  indemnification  may be made in respect of any claim,  issue or
matters as to which such  person  shall have been  adjudged  to be liable to the
corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication but in view of all the circumstances of the case,
such  person is fairly  and  reasonably  entitled  to  indemnification  for such
expenses which the court shall deem proper.

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

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

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

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

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

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

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         (a)      Exhibits.

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

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

         4.1*         CompuCom, Inc. 2000 Equity Compensation Plan

         5.1          Opinion of Jenkens & Gilchrist, a Professional Corporation

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

         23.2         Consent of KPMG LLP

         24           Power of Attorney  (included with signature  page  of this
                      Registration Statement)
---------
* Filed on April 19, 2000 as Exhibit A to the Company's Definitive Revised Proxy
Statement (No. 000-14371) and incorporated herein by reference.

                                      II-2
Item 9.  Undertakings.

         (a)      The Company hereby undertakes:

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

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

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

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

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

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

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

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

                                      II-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 September 18, 2000:

                           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 and J. Edward
Coleman,  and each of them,  each with full power to act without the other,  his
true  and  lawful   attorneys-in-fact  and  agents,  each  with  full  power  of
substitution and resubstitution for him and in his name, place and stead, in any
and  all  capacities,  to  sign  any  or all  amendments  to  this  Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection  therewith,   with  the  Commission,   granting  unto  each  of  said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all  intents and  purposes as he might or could do in person  hereby
ratifying and confirming that each of said  attorneys-in-fact  and agents or his
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates included:
Signature                                            Capacity                                    Date
---------                                            --------                                    ----
/s/ Harry Wallaesa                                   Chairman of the Board                       September 18, 2000
---------------------------                          of Directors and Director
Harry Wallaesa

/s/ J. Edward Coleman                                Chief Executive Officer                     September 18, 2000
---------------------------                          (Principal Executive
J. Edward Coleman                                    Officer) and Director

/s/ M. Lazane Smith                                  Senior Vice President, Finance              September 18, 2000
---------------------------                          and Chief Financial Officer
M. Lazane Smith                                      (Chief Accounting Officer)

/s/ Michael J. Emmi                                  Director                                    September 18, 2000
---------------------------
Michael J. Emmi

/s/ Richard F. Ford                                  Director                                    September 18, 2000
---------------------------
Richard F. Ford

/s/ Edwin L. Harper                                  Director                                    September 18, 2000
---------------------------
Edwin L. Harper
/s/ Delbert W. Johnson                               Director                                    September 18, 2000
---------------------------
Delbert W. Johnson

/s/ John D. Loewenberg                               Director                                    September 19, 2000
---------------------------
John D. Loewenberg

/s/ Thomas C. Lynch                                  Director                                    September  18, 2000
---------------------------
Thomas C. Lynch

/s/ Warren V. Musser                                 Director                                    September 18, 2000
---------------------------
Warren V. Musser

/s/ Anthondy J. Paoni                                Director                                    September 18, 2000
---------------------------
Anthony J. Paoni

/s/ Edward N. Patrone                                Director                                    September 18, 2000
---------------------------
Edward N. Patrone
INDEX TO EXHIBITS

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

         4.1*         CompuCom Systems, Inc. 2000 Equity Compensation Plan

         5.1          Opinion of Jenkens & Gilchrist, a Professional Corporation

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

         23.2         Consent of KPMG LLP

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

-------
*        Filed  on April  19,  2000 as  Exhibit  A to the  Company's  Definitive
         Revised Proxy  Statement  (No.  000-14371) and  incorporated  herein by
         reference.