8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

                                  May 17, 2000
                Date of Report (Date of earliest event reported)


                                  InaCom Corp.
             (Exact name of registrant as specified in its charter)

Delaware                           0-16114                      47-0681813
(State or other                  (Commission                  (IRS Employer
jurisdiction of                  File Number               Identification No.)
incorporation)


2001 Westside Parkway, Suite 260, Alpharetta, GA                  30004
  (Address of principal executive offices)                      (Zip Code)


               Registrant's telephone number, including area code
                                 (800) 843-2762

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Item 5. OTHER EVENTS.

         On May 17, 2000, InaCom Corp. issued a press release announcing,  among
other things, that it would be restating its financial results for prior periods
and exploring strategic alternatives. A copy of the press release is attached as
an exhibit and is incorporated herein by reference.

ITEM 7:  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

           (c)    Exhibits.

                  The following exhibit is filed with this Form 8-K:

                  99.1 Press Release dated May 17, 2000.









         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                              INACOM CORP.

May 18, 2000                                  /s/ Thomas J. Fitzpatrick
                                              ----------------------------------
                                              Thomas J. Fitzpatrick
                                              Executive Vice President and
                                              Chief Finance Officer

EX-99.1

Exhibit 99.1

Wednesday May 17
Company Press Release

Inacom   Confirms  Restatement  Periods;   Announces  Exploration  of  Strategic
Alternatives ATLANTA, May 17 /PRNewswire/ -- Inacom Corp. (NYSE) announced today
that it will be  restating  its  financial  results for the first  three  fiscal
quarters of 1999 and for each of its 1998 fiscal quarters.  The restatements are
principally to recognize in those periods a portion of the previously  announced
special  charge  to  increase  accounts  receivable   reserves.   As  previously
announced,  the accounts  receivable at issue primarily  relate to the Company's
former product  customization and logistics  operations that were sold to Compaq
Computer Corporation on February 16, 2000.

The  Company  anticipates  that it will  record  charges  in  addition  to those
previously  announced  of at least $25  million  to  further  increase  accounts
receivable reserves and to properly record liabilities.  The Company believes it
is likely that certain of these  additional  charges will relate to prior fiscal
quarters.  The Company is  currently  working  with its auditors to complete the
restatements of previously reported financial results.

The  Company  will  report  its  restated   financial  results  upon  the  final
determination of those amounts by the Company and its auditors.  Thereafter, the
Company  will file its 1999 Annual  Report on Form 10-K,  its amended  Forms 8-K
(originally  filed March 4, 1999 and March 2, 2000), and the applicable  amended
Form 10-Qs.  At this time the Company cannot  determine with certainty when such
filings  will  be  completed;  however,  such  filings  are not  expected  to be
completed before June 30, 2000.  Until all 1998 and 1999 financial  results have
been finalized,  the Company will be unable to prepare the financial results for
the first  quarter  ended  March 25,  2000.  The  Company  also  announced  that
operating  results  have  been  below  expectations;  as a  result,  it has been
experiencing  cash flow  shortages.  The  Company is  continuing  its efforts to
reduce  operating  expenses  and seek  alternative  financing  sources,  and has
decided to explore possible strategic alternatives,  including a sale of certain
assets  and/or a potential  sale of the  Company.  The Company has  retained The
Blackstone  Group L.P. to act as advisors in this  process.  No assurance can be
given  as to  whether  any of the  various  options  being  considered  will  be
successfully implemented.

About Inacom

     Inacom Corp. is an e-Business infrastructure solutions company. The Company
offers desktop outsourcing  services to support the information  technology (IT)
infrastructure utility and services to enable business-to- business e-solutions.





Forward Looking Statement

This press release contains certain forward-looking  statements based on certain
assumptions and information  currently available to management.  Such statements
are subject to various risks and uncertainties, including those described in the
Company's  1998  Annual  Report on Form 10K that could cause  actual  results to
differ materially from the results discussed herein.