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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

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FORM 10-Q

(Mark One)

(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 for the Quarterly Period Ended March 29, 1997

( ) Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934

Commission file number: 0-16114

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INACOM CORP.
(Exact name of registrant as specified in its charter)

DELAWARE 47-0681813
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)

10810 FARNAM, SUITE 200
OMAHA, NEBRASKA 68154
(Address of principal executive offices)
Telephone number (402) 392-3900

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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months, and (2) has been subject to such filing
requirements for the past ninety days:

Yes (X) No

As of May 1, 1997 there were 11,238,579 common shares of the registrant
outstanding.

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INACOM CORP. AND SUBSIDIARIES
CONDENSED AND CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(AMOUNTS IN THOUSANDS)

MARCH 29, DECEMBER 28,
1997 1996
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ASSETS
Current assets:
Cash and cash equivalents............................................................ $ 37,397 31,410
Accounts receivable, net............................................................. 191,327 288,407
Inventories.......................................................................... 359,492 386,592
Other current assets................................................................. 8,142 5,889
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Total current assets............................................................... 596,358 712,298
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Other assets, net...................................................................... 27,006 27,531
Cost in excess of net assets of business acquired, net of accumulated amortization..... 69,852 48,646
Property and equipment, net............................................................ 67,077 59,125
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$ 760,293 847,600
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable..................................................................... $ 365,684 406,753
Notes payable and current portion of long-term debt.................................. 80,000 140,770
Other current liabilities............................................................ 62,667 64,472
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Total current liabilities.......................................................... 508,351 611,995
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Long-term debt......................................................................... 55,250 55,250
Other long-term liabilities............................................................ 3,628 3,525
Stockholders' equity:
Capital stock:
Class A preferred stock of $1 par value. Authorized 1,000,000 shares; none
issued........................................................................... -- --
Common stock of $.10 par value. Authorized 30,000,000 shares; issued 11,238,579 in
1997 and 10,850,008 shares in 1996................................................. 1,123 1,085
Additional paid-in capital........................................................... 109,089 98,153
Retained earnings.................................................................... 82,852 77,607
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193,064 176,845
Less:
Unearned restricted stock............................................................ -- (15)
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Total stockholders' equity......................................................... 193,064 176,830
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$ 760,293 847,600
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INACOM CORP. AND SUBSIDIARIES
CONDENSED AND CONSOLIDATED STATEMENT OF EARNINGS
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

THIRTEEN WEEKS ENDED
-----------------------

MARCH 29, MARCH 30,
1997 1996
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Revenues:
Computer products....................................................................... $ 772,753 597,722
Computer services....................................................................... 47,631 28,139
Communication products and services..................................................... 21,306 16,220
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841,690 642,081
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Direct costs:
Computer products....................................................................... 728,749 564,231
Computer services....................................................................... 13,499 8,203
Communication products and services..................................................... 16,199 12,466
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758,447 584,900
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Gross margin.............................................................................. 83,243 57,181
Selling, general and administrative expenses.............................................. 67,317 47,241
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Operating income.......................................................................... 15,926 9,940
Interest expense.......................................................................... 7,036 4,873
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Earnings before income tax................................................................ 8,890 5,067
Income tax expense........................................................................ 3,645 2,077
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Net earnings.............................................................................. $ 5,245 2,990
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Earnings per share
Primary................................................................................. $ .46 .29
Fully diluted........................................................................... $ .42 .29
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Common shares and equivalents outstanding
Primary................................................................................. 11,400 10,300
Fully diluted........................................................................... 13,700 10,300
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INACOM CORP. AND SUBSIDIARIES
CONDENSED AND CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(AMOUNTS IN THOUSANDS)

THIRTEEN WEEKS ENDED
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MARCH 29, MARCH 30,
1997 1996
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Cash flows from operating activities:

Net earnings............................................................................. $ 5,245 2,990
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation and amortization.......................................................... 6,556 5,329
Decrease (increase) in accounts receivable............................................. 10,831 (11,218)
Decrease in inventories................................................................ 30,583 32,751
Increase in other current assets....................................................... (1,898) (119)
Decrease in accounts payable........................................................... (45,222) (43,885)
(Decrease) increase in other current liabilities....................................... (23,798) 3,383
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Net cash used in operating activities................................................ (17,704) (10,769)
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Cash flows from investing activities:

Additions to property and equipment...................................................... (11,660) (3,318)
Proceeds from notes receivable........................................................... 60 168
Business combinations.................................................................... (4,100) --
Decrease (increase) in other assets...................................................... 105 (2,698)
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Net cash used in investing activities................................................ (15,595) (5,848)
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Cash flows from financing activities:

Proceeds from receivables sold........................................................... 100,000 --
(Payments of) proceeds from short-term debt.............................................. (60,770) 43,141
Proceeds from exercise of stock options.................................................. 56 415
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Net cash provided by financing activities............................................ 39,286 43,556
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Net increase in cash and cash equivalents.................................................. 5,987 26,939
Cash and cash equivalents, beginning of the period......................................... 31,410 20,690
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Cash and cash equivalents, end of the period............................................... $ 37,397 47,629
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INACOM CORP. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS

The condensed and consolidated financial statements are unaudited and
reflect all adjustments (consisting only of normal recurring adjustments) which
are, in the opinion of management, necessary for a fair presentation of the
financial position and operating results for the interim periods. The condensed
and consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto contained in the Company's
Annual Report to Stockholders incorporated by reference in the Company's Annual
Report on Form 10-K for the fiscal year ended December 28, 1996. The results of
operations for the three months ended March 29, 1997 are not necessarily
indicative of the results for the entire fiscal year ending December 27, 1997.

2. ACCOUNTS RECEIVABLE

The Company has entered into an agreement to sell $200 million of accounts
receivable, with limited recourse, to an unrelated financial institution. The
agreement was initially entered into in June 1995 with respect to $100 million
of accounts receivable and was amended in January 1997 to sell an additional
$100 million of accounts receivable. New qualifying receivables are sold to the
financial institution as collections reduce previously sold receivables in order
to maintain a balance of $200 million sold receivables. On March 29, 1997, $42.1
million of additional accounts receivable were designated to offset potential
obligations under limited recourse provisions; however, historical losses on
Company receivables have been substantially less than such additional amount. At
March 29, 1997, the interest rate was 5.83%.

3. INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) or
market and consist of computer hardware, software, voice and data equipment and
related materials.

4. EARNINGS/(LOSS) PER COMMON SHARE

Primary earnings per share of common stock have been computed on the basis
of the weighted average number of shares of common stock outstanding after
giving effect to equivalent common shares from dilutive stock options. Fully
diluted earnings/(loss) per share further assumes the conversion of the
Company's convertible subordinated debentures for the period they were
outstanding.

5. MARKETING DEVELOPMENT FUNDS

Primary vendors of the Company provide various incentives, in cash or credit
against obligations, for promoting and marketing their product offerings. The
funds or credits received are based on the purchases or sales of the vendor's
products and are earned through performance of specific marketing programs or
upon completion of objectives outlined by the vendors. Funds or credits earned
are applied to direct costs or selling, general and administrative expenses
depending on the objectives of the program. Funds or credits from the Company's
primary vendors typically range from 1% to 3% of purchases from these vendors.

6. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

For purposes of the condensed and consolidated statement of cash flows, the
Company considers cash and cash investments with a maturity of three months or
less to be cash equivalents.

Interest and income taxes paid are summarized as follows (dollars in
thousands):

1997 1996
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Interest paid............................................................... $ 6,539 4,453
Income taxes paid........................................................... $ 4,736 238
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This 10-Q report contains certain forward-looking statements and information
relating to InaCom that are based on the beliefs of InaCom management as well as
assumptions made by and information currently available to InaCom management.
Such statements reflect the current view of InaCom with respect to future events
and are subject to certain risks, uncertainties and assumptions, including the
business factors described in InaCom's annual report on Form 10-K for the year
ended December 28, 1996. Should one or more of such risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described herein as believed, estimated or
expected.

RESULTS OF OPERATIONS

REVENUE

The following tables set forth, for the indicated periods, revenue by
classification and the mix of revenue.

THIRTEEN WEEKS THIRTEEN WEEKS
ENDED ENDED
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MARCH 29, MARCH 30, MARCH 29, MARCH 30,
1997 1996 1997 1996
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(IN THOUSANDS)

Computer products................................................. $ 772,753 597,722 91.8% 93.1%
Computer services................................................. 47,631 28,139 5.7 4.4
Communication products and services............................... 21,306 16,220 2.5 2.5
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Total......................................................... $ 841,690 642,081 100.0% 100.0%
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Revenues for the first quarter of 1997 increased $199.6 million or 31.1%
over the first quarter of 1996. Revenue growth resulted primarily from computer
product sales which increased $175.0 million or 29.3% during the first quarter
of 1997 compared to the same period in 1996. Revenue from computer services
increased $19.5 million or 69.3% during the first quarter of 1997 compared to
the same period in 1996. Revenue from communication products and services
increased $5.1 million or 31.4% during the first quarter of 1997 compared to the
same period in 1996.

Revenues increased primarily as a result of an increase in products shipped
directly to the end-user customer, overall industry growth and the acquisitions
completed by the Company during 1996. The increase in revenues related to the
acquisitions was approximately $24.8 million in the first quarter of 1997
compared to the same period in 1996. The increase in computer product sales
resulted from an increase in sales through the independent reseller channel
($100.1 million or 30.7% over the first quarter of 1996) and through an increase
in sales through the Company-owned business centers ($67.7 million or 25.8% over
the first quarter of 1996). Revenue from computer services increased as a result
of increased sales efforts for such service offerings and the inclusion of these
services with increasing computer product sales. Revenue from communication
products and services increased as a result of broad based growth from the
communications product offerings.

GROSS MARGINS

The following tables set forth, for the indicated periods, gross margin and
gross margin percentages by classification.

THIRTEEN WEEKS THIRTEEN WEEKS
ENDED ENDED
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MARCH 29, MARCH 30, MARCH 29, MARCH 30,
1997 1996 1997 1996
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(IN THOUSANDS)

Computer products.................................................. $ 44,004 33,491 5.7% 5.6%
Computer services.................................................. 34,132 19,936 71.7 70.9
Communication products and services................................ 5,107 3,754 24.0 23.1
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Total.......................................................... $ 83,243 57,181 9.9% 8.9%
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The increase in the Company's gross margin percentages in the first quarter
of 1997 compared to the same period in 1996 was primarily a result of the
increase in mix of higher-margin computer services versus lower-margin computer
products. The increase in gross margin percentage for computer products resulted
from a greater proportion of higher-margin computer product sales in the
Company-owned business centers versus lower-margin computer product sales in the
independent reseller channel in the first quarter of 1997. The increase in gross
margin percentage for computer services resulted from an increase in the mix of
services to include more higher-margin systems integration services versus
support and technology procurement services. The increase in gross margin
percentage for the communication products and services resulted from an increase
in mix of revenues to include more higher-margin long distance and non-product
services.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative (SG&A) expenses for the quarter ended
March 29, 1997 were $67.3 million versus $47.2 million for the corresponding
period in 1996. SG&A as a percent of revenue was 8.0% in the first quarter of
1997 versus 7.4% in the first quarter of 1996. The increase in spending and the
related increase in SG&A as a percent of revenue resulted primarily from the
costs of handling the increased product, services and communications revenues.
The Company continued to invest in the infrastructure by opening a technology
convergence distribution and configuration center in Ontario, California, during
the third quarter of 1996. The Company incurred additional costs during the
first quarter of 1997 related to integrating the acquisitions completed in the
fourth quarter of 1996 and acquisitions completed in the first quarter of 1997.

INTEREST EXPENSE

Interest expense was $7.0 million in the first quarter of 1997 versus $4.9
million in the first quarter of 1996. Interest expense increased primarily due
to higher average daily borrowings. Average daily borrowings for the first
quarter of 1997 were $112.5 million more than the average borrowings for the
same period in the prior year while the average borrowing rate decreased
approximately 20 basis points. The increase in the average daily borrowings
resulted primarily from financing an increase in accounts receivable resulting
from the increase in revenues. The decrease in the average daily borrowing
interest rate resulted from the Company selling an additional $100 million of
accounts receivable in January 1997 and the issuance of $55.25 million of 6%
convertible subordinated debentures in June 1996 (see "Financial Condition and
Liquidity").

NET EARNINGS

The following tables set forth, for the indicated periods, net earnings by
classification and mix of net earnings.

THIRTEEN WEEKS THIRTEEN WEEKS
ENDED ENDED
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MARCH 29, MARCH 30, MARCH 29, MARCH 30,
1997 1996 1997 1996
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(IN THOUSANDS)

Computer products.................................................. $ 2,334 1,557 44.5% 52.1%
Computer services.................................................. 2,229 1,127 42.5 37.7
Communication products and services................................ 682 306 13.0 10.2
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Total.......................................................... $ 5,245 2,990 100.0% 100.0%
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Net earnings for the quarter ending March 29, 1997 increased 75.5% to $5.2
million compared with net earnings of $3.0 million for the first quarter of
1996. Share earnings increased to $.42 per fully diluted share from the $.29 per
fully diluted share reported for the same period in 1996. This increase resulted
from the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of liquidity are provided through a working
capital financing agreement of $350.0 million, convertible subordinated
debentures of $55.25 million and a revolving credit facility for $40.0 million.

The $350.0 million working capital financing agreement, which is provided by
an unrelated financial services organization, expires June 29, 1998. At March
29, 1997, $40.0 million was outstanding under this working capital line and the
interest rate was 7.5% based on LIBOR. This working capital financing agreement
is secured by accounts receivable and inventory.

The $55.25 million 6% convertible subordinated debentures were issued in
June 1996 and are due June 15, 2006. The debentures are convertible into common
stock of the Company at a conversion price of $24.00 per share, subject to
adjustments under certain circumstances, beginning on September 19, 1996. The
debentures are not redeemable by the Company prior to June 16, 2000 and
thereafter the Company may redeem the debentures at various premiums to
principal amount. The debentures may also be redeemed at the option of the
holder at any time prior to June 16, 2000 if there is a Change in Control (as
defined in the indenture) at a price equal to 100% of the principal amount plus
accrued interest at the date of redemption.

The $40.0 million revolving credit facility agreement expires in February
1998. At March 29, 1997, $40.0 million was outstanding under the revolving
credit facility and the interest rate was 7.0% based on LIBOR. The revolving
credit facility is secured by accounts receivable and inventory.

The debt agreements contain certain restrictive covenants, including the
maintenance of minimum levels of working capital, tangible net worth,
limitations on incurring additional indebtedness and restrictions on the amount
of net loss the Company can incur. Certain covenants effectively limit the
amount of dividends which the Company may pay to the stockholders. The amount of
retained earnings at March 29, 1997 not restricted as to payments of cash
dividends under the most restrictive covenants in such agreements was
approximately $48.4 million. The Company was in compliance with the covenants
contained in the agreements at March 29, 1997.

Long-term debt was 22.2% of total long-term debt and equity at March 29,
1997 versus 13.5% at March 30, 1996. The increase was primarily a result of the
increase in long-term debt from the sale of

$55.25 million of convertible subordinated debentures in the second quarter of
1996 offset by the payment of $30.3 million of private placement notes
previously held by unaffiliated insurance companies.

The Company occasionally uses derivative financial instruments to reduce
interest rate risk. The Company does not hold or issue derivative financial
instruments for trading purposes. On January 17, 1997 the Company entered into a
one-year interest rate swap agreement with an unrelated financial institution
which resulted in certain floating rate interest payment obligations becoming
fixed rate interest payment obligations at 5.82%. The principal amount of the
swap agreement was $100 million.

During the first quarter of 1997 the Company used $17.7 million of cash in
operations. Inventory decreased by $30.6 million during the first quarter with a
portion of the decrease offset by a reduction in accounts payable of $45.2
million. Accounts receivable also decreased $10.8 million during the first
quarter. Inventory decreased during the quarter as a result of increased sales.
Accounts payable decreased as a result of the Company taking advantage of early
pay discounts offered by some of the Company's major vendors. Accounts
receivable decreased during the quarter primarily as a result of the decrease in
revenues in the first quarter of 1997 versus the fourth quarter of 1996.

The Company used $15.6 million in cash for investing activities in the first
quarter of 1997. Cash of $11.7 million was used to purchase fixtures and
equipment and cash of $4.1 million was used for business combinations.

Net cash provided from financing activities for the first quarter of 1997
totaled $39.3 million, of which $100.0 million was provided from the sale of
accounts receivable. The financing proceeds were used to reduce short term
borrowings of $60.8 million.

The Company believes the funding expected to be generated from operations
and provided by the existing credit facilities will be sufficient to meet
working capital and capital investment needs in 1997.

INACOM CORP. AND SUBSIDIARIES

PART II--OTHER INFORMATION

ITEM 2. SALES OF UNREGISTERED SECURITIES

The Company acquired certain assets of HW Electronics' operating subsidiary
in February 1997 for consideration including approximately $4.1 million in cash
and 174,825 shares of Common Stock; the business provides computer sales and
services in the Los Angeles, California market. The Company acquired Corporate
Resources International, Inc. in March 1997 for consideration of 210,696 shares
of Common Stock; the business is a provider of fixed-asset inventory and
reconciliation services in the Detroit, Michigan market. The sales of securities
were exempt from registration under Section 4(2) of the Securities Act of 1933
and Regulation D thereunder for transactions not involving a public offering.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The annual meeting of stockholders of the Company was held on April 22,
1997. Stockholders voted on the following items:

(a) Election of Directors

DIRECTOR VOTE FOR VOTE WITHHELD
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Joseph Auerbach................................................... 8,103,749 438,976
Mogens C. Bay..................................................... 8,103,449 439,276
Bill L. Fairfield................................................. 8,103,949 438,776
W. Grant Gregory.................................................. 8,190,804 351,921
Joseph T. Inatome................................................. 8,190,748 351,977
Rick Inatome...................................................... 8,190,804 351,921
Gary Schwendiman.................................................. 8,190,804 351,921
Linda S. Wilson................................................... 8,190,204 352,521

(b) Approval of appointment of independent accountants KPMG Peat Marwick LLP
for fiscal 1997. The stockholder vote on such proposal was: 8,515,435
for; 8,680 against; 18,610 abstain.

(c) Approval of the Inacom Executive Incentive Plan. The stockholder vote on
such proposal was: 7,943,777 for; 567,652 against; 31,296 abstain.

(d) Approval of the 1997 Inacom Stock Plan. The stockholder vote on such
proposal was: 6,276,283 for; 1,244,417 against; 29,874 abstain; 992,151
non-votes.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

a) Exhibits. None

b) Reports on Form 8-K. No reports on Form 8-K were filed during the
quarter ended March 29, 1997.

SIGNATURES

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

INACOM CORP.

By /s/ DAVID C. GUENTHNER
-----------------------------------------
David C. Guenthner
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER

Dated this 13th day of May, 1997.