CERTIFICATE OF MERGER

                                       OF

                            INACOM ACQUISITION, INC.
                            (A DELAWARE CORPORATION)

                                      INTO

                               VANSTAR CORPORATION
                            (A DELAWARE CORPORATION)

                (UNDER SECTION 251 OF THE GENERAL CORPORATION LAW
                            OF THE STATE OF DELAWARE)



It is hereby certified that:

     1.  The  constituent  corporations   participating  in  the  merger  herein
certified are:

     INACOM ACQUISITION, INC., which is incorporated under the laws of the State
of Delaware; and

     VANSTAR  CORPORATION,  which is incorporated under the laws of the State of
Delaware.

     2. An Agreement of Merger has been approved, adopted, certified,  executed,
and acknowledged by each of the aforesaid constituent corporations in accordance
with the  provisions  of  subsection  (c) of Section 251 (and,  with  respect to
InaCom  Acquisition,  Inc.,  Section  228 by the  written  consent  of its  sole
stockholder) of the General Corporation Law of the State of Delaware.

     3. The name of the surviving  corporation in the merger herein certified is
Vanstar Corporation.

     4. The Certificate of  Incorporation  of Vanstar  Corporation  shall be the
Certificate of Incorporation of said surviving corporation.

     5. The  executed  Agreement  of Merger  between the  aforesaid  constituent
corporations  is on file at the  principal  place of business  of the  aforesaid
surviving corporation, the address of which is as follows:

                               Vanstar Corporation
                        2001 Westside Parkway, Suite 260
                            Alpharetta, Georgia 30004

     6. A copy of the  aforesaid  Agreement  of Merger will be  furnished by the
aforesaid  surviving   corporation,   on  request,  and  without  cost,  to  any
stockholder of either of the aforesaid constituent corporations.

     7. This  Certificate  of Merger shall be effective as of 4:30 p.m.  Eastern
time on February 17, 1999.



Dated:            February 17, 1999



                                              VANSTAR CORPORATION

                                              /s/ WILLIAM Y. TAUSCHER
                                      By:     ________________________
                                              William Y. Tauscher
                                              Its: President