SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  -------------

                                    FORM 8-K

                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934


                                November 20, 1997
                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)


               10810 Farnam Drive, Suite 200, Omaha Nebraska 68154
               (Address of principal executive offices) (Zip Code)



               Registrant's telephone number, including area code
                                 (402) 392-3900









Item 5.   OTHER EVENTS.

         On  November  20,  1997,  InaCom  Corp.  (the  "Company"  or  "Inacom")
completed the issuance and sale of $11,250,000 of 4.50% Subordinated Convertible
Debentures  due  November 1, 2004  ("Debentures")  following  the  underwriters'
exercise of an  overallotment  option granted by the Company in connection  with
the issuance and sale of  $75,000,000  of  Debentures  on November 4, 1997.  The
Debentures are convertible at any time into common stock at a conversion rate of
25.2350  shares  of  common  stock  for  each  $1,000  principal  amount  of the
debentures  (equivalent to a conversion price of $39.63 per share). An aggregate
of 283,876  shares of common stock would be issued if all of the  $11,250,000 of
Debentures were converted into common stock.  The net proceeds from the offering
of the  Debentures  pursuant to the  overallotment  exercise were  approximately
$10,923,750.

         The  overallotment  option  granted by the Company to  underwriters  in
connection  with the Company's  issuance and sale of 3,000,000  shares of common
stock on November 4, 1997 has expired without exercise by the underwriters.

Item 7.   FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 4.1     $11,250,000 4.50% Subordinated Convertible Debenture,
                Due November 1, 2004.

         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.


December 1, 1997                  /s/ David C. Guenthner
                                  ----------------------------
                                  David C. Guenthner
                                  Executive Vice President
                                  and Chief Financial Officer





                                INDEX TO EXHIBITS

Exhibit  Description                                       

         4.1      $11,250,000 4.50% Subordinated Convertible Debenture,
                  Due November 1, 2004.