UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
 
                           SCHEDULE 13G
 
            Under the Securities Exchange Act of 1934
 
                        (Amendment No. 2)*
 
 
                                    VANSTAR CORPORATION                 
                     (Name of Issuer)
 
                       Common Stock, $.001 par value            
                (Title of Class of Securities)
 
                             92208M108                        
                          (CUSIP Number)
 
 
                       February 17, 1999                      
     (Date of Event Which Requires Filing of this Statement)
 
 Check the appropriate box to designate the rule pursuant to which
 this Schedule is filed:
 
 [   ]     Rule 13d-1(b)
 [ X ]     Rule 13d-1(c)
 [   ]     Rule 13d-1(d)
 
 
 *The remainder of this cover page shall be filled out for a
 reporting person's initial filing on this form with respect to 
 the subject class of securities, and for any subsequent amend-
 ment containing information which would alter the disclosures
 provided in a prior cover page.  
 
 
 The information required in the remainder of this cover page shall
 not be deemed to be "filed" for the purpose of Section 18 of the
 Securities Exchange Act of 1934 ("Act") or otherwise subject to the
 liabilities of that section of the Act but shall be subject to all
 other provisions of the Act (however, see the Notes).  
 
 
 CUSIP No.   92208M108             
  
                                                               
 1.   Names of Reporting Persons.  
      I.R.S. Identification Nos. of above persons 
      (entities only).  
      
      LEON G. COOPERMAN
      S.S. No. ###-##-####
                                                               
      2.   Check Appropriate Box if a Member of a Group* 
 
      (a)   [  ]
      (b)   [  ]
                                                               
      3.   SEC Use Only
                                                               
      4.   Citizenship or Place of Organization:
      UNITED STATES
                                                               
 
                     5. Sole Voting Power
                      None                                    
 Number of                                                     
                Shares Bene-   6.  Shared Voting Power
 ficially by          None                                     
 Owned by       7.  Sole Dispositive Power
 Each Report-         None                                     
 ing Person     8.  Shared Dispositive Power
 With:                None                                     
 
 9.  Aggregate Amount Beneficially Owned by Each Reporting     
 Person:    None     
 
                                                            
 10.  Check if the Aggregate Amount in Row (11) Excludes 
      Certain Shares *
 
                                                             
 11.  Percent of Class Represented by Amount in Row (11):
                       0.00%
                                                               
 12.  Type of Reporting Person* 
 
           IN
 
      *See Instructions Before Filling Out.
 
 
 Item 1(a) Name of Issuer:
 
      Vanstar Corporation     (the "Issuer").  
 
 Item 1(b) Address of the Issuer's Principal Executive
           Offices:  
 
      1100 Abernathy Road, Building 500, Suite 1200
      Atlanta, Georgia 30328
 
 Item 2(a) Name of Person Filing:  
 
       Leon G. Cooperman ("Mr. Cooperman").  
 
 
 Item 2(b) Address of Principal Business Office or, if None, 
           Residence:  
 
      The address of the principal business office of each of Mr.
 Cooperman, Capital LP, Institutional LP, Investors LP, Overseas, the
 Managed Accounts, and Advisors is 88 Pine Street, Wall Street Plaza -
 31st Floor, New York, New York 10005.  
 
 
 Item 2(c) Citizenship:  
 
      Mr. Cooperman is a United States citizen;
 
 
 Item 2(d) Title of Class of Securities:  
 
      Common Stock, $.001 par value (the "Shares")
 
 
 Item 2(e) CUSIP Number:  92208M108
 
 
 Item 3.   If this statement is filed pursuant to
           Sections 240.13d-1(b) or 240.13d-2(b)
           or (c):
 
           This Item 3 is not applicable.     
 
 Item 4.   Ownership:
 
           Mr. Cooperman ceased to be the beneficial owner of five 
 (5%) percent or more of the Shares on February 17, 1999, at which 
 time the Issuer was acquired and merged into Inacom Corp.
 
 Item 5.   Ownership of Five Percent or Less of a Class: [x]
   
 Item 6.   Ownership of More than Five Percent on Behalf of
           Another Person:  
 
             This Item 6 is not applicable.  
  
 Item 7.   Identification and Classification of the Subsidiary
                     Which Acquired the Security Being Reported on by the Parent
           Holding Company:  
 
                This Item 7 is not applicable.  
 
 Item 8.   Identification and Classification of Members
           of the Group:  
 
                This Item 8 is not applicable.  
 
 Item 9.   Notice of Dissolution of Group:  
 
                This item 9 is not applicable.  
 
 
 Item 10.  Certification:  
 
           By signing below the undersigned certifies that, to the best
 of his knowledge and belief, the securities referred to above were not
 acquired and are not held for the purpose of or with the effect of
 changing or influencing the control of the Issuer of the securities and
 were not acquired and are not held in connection with or as a
 participant in any transaction having that purpose or effect.  
 
                            SIGNATURES
 
 After reasonable inquiry and to the best of my knowledge and belief,
 the undersigned certifies that the information set forth in this
 statement is true, complete and correct.  
 
 DATED: March 4, 1999
 
 LEON G. COOPERMAN, individually,
 as Managing Member of Omega 
 Associates, L.L.C. on behalf of
 Omega Capital Partners, L.P., 
 Omega Institutional Partners, L.P., and
 Omega Capital Investors, L.P., and 
 as President of Omega Advisors, Inc.
 
 
 By /s/ ALAN M. STARK
   Alan M. Stark
   Attorney-in-Fact
  Power of Attorney on file
 
 ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
 FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).