<PAGE> 
- ----------------------------------------------------------------------------- 
 
                      SECURITIES AND EXCHANGE COMMISSION    
                          Washington, D.C. 20549    
     
                                 FORM 10-K    
               ----------------------------------------------    
    
 (Mark one)    
[X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE     
             SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)    
    
              For the fiscal year ended January 31, 1996    
    
                                 OR    
    
[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE     
            SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)    
    
                 For the transition period from      to    
    
                     Commission file number 0-14625    
       
                         TECH DATA CORPORATION    
       (Exact name of registrant as specified in its charter)    
           ----------------------------------------------    
    
           Florida                             No. 59-1578329    
- ----------------------------            --------------------------- 
(State or other jurisdiction       (I.R.S. Employer Identification Number)    
of incorporation or organization)    
    
5350 Tech Data Drive, Clearwater, FL                34620    
- ------------------------------------            ------------- 
(Address of principal executive offices)         (Zip Code)    
    
           ----------------------------------------------    
      Registrant's telephone number including area code: (813) 539-7429    
    
           Securities registered pursuant to Section 12(g) of the Act:    
    
                  Common stock, par value $.0015 per share.    
    
     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 12 months (or shorter period     
that the registrant was required to file such reports), and (2) has been     
subject to such filing requirements for the past 90 days.    
                          Yes   X        No     
                               ---         ---- 
     Indicate by check mark if disclosure of delinquent filers pursuant to  
Item 405 of regulation S-K is not contained herein, and will not be contained 
to the best of registrant's knowledge, in definitive proxy or information  
statements incorporated by reference to Part III of this Form 10-K or any 
amendment to this Form 10-K.  [__] 
 
     Aggregate market value of the voting stock held by non-affiliates     
of the registrant as of March 31,     
1996:     $558,900,000.    
    
     Indicate the number of shares outstanding of each of the issuer's     
classes of common stock, as of the latest practicable date.    
    
          Class                              Outstanding at March 31, 1996     
   -------------------                     -------------------------------- 
Common stock, par value $.0015 per share               37,944,785         
    
                   DOCUMENTS INCORPORATED BY REFERENCE    
    
     The registrant's Proxy Statement for use at the Annual Meeting of     
Shareholders on June 25, 1996 is incorporated by reference in Part III    
of this Form 10-K to the extent stated herein.    
    
- ----------------------------------------------------------------------------- 

<PAGE>    
    

                                  PART I    

ITEM 1.  Business    
    
     (a)     General development of business    
    
     Tech Data Corporation (the "Company" or "Tech Data") was     
incorporated in 1974 to market data processing supplies such as tape,     
disk packs, and custom and stock tab forms for mini and mainframe     
computers directly to end users.  In the middle of fiscal 1984, the     
Company began marketing certain of its products to the newly emerging     
market of microcomputer dealers.  By the end of fiscal 1984, the Company     
had withdrawn entirely from end-user sales, broadened its product line     
to include hardware products, and completed its transition to a     
wholesale distributor.  The Company has since continually expanded its     
product lines and customer base.    
    
     On May 31, 1989, the Company entered the Canadian market through     
the acquisition of a distributor subsequently named Tech Data Canada     
Inc. ("Tech Data Canada").  Tech Data Canada serves customers in all     
Canadian provinces and carries many of the same products offered by the     
Company.    
    
     On March 24, 1994, the Company completed the non-cash exchange of     
1,144,000 shares of its common stock for all of the outstanding capital     
stock of Softmart International, S.A. (subsequently named     
Tech Data France, SNC)("Tech Data France"), a privately-held distributor    
of personal computer products based in Paris, France.  Tech Data France is    
the largest French wholesale distributor of microcomputer products,    
representing leading manufacturers and publishers such as Apple, Compaq,    
Hewlett-Packard, Lotus and Microsoft.  The acquisition was accounted for    
as a pooling-of-interests effective February 1, 1994; however, due to the     
immaterial size of the acquisition in relation to the consolidated     
financial statements, prior period financial statements were not     
restated.    
    
     (b)     Financial information about industry segments    
    
     The Company operates in only one business segment.    
    
     (c)     Narrative description of business    
    
General    
    
     The Company is a leading distributor of microcomputer-related     
hardware and software products to value-added resellers ("VARs"),    
corporate resellers and retailers throughout the United States,    
France, Canada, Latin America and the Caribbean.  The Company    
purchases its products directly from manufacturers and publishers    
in large quantities, maintains a stocking inventory of more than    
25,000 products and sells to an active base of over 50,000     
customers.  The Company offers manufacturers of microcomputer hardware    
and publishers of software the ability to reach customers on a cost-    
efficient basis.    
    
     The Company provides its customers with leading products in     
systems, networking, mass storage, peripherals and software from more    
than 600 manufacturers and publishers such as Apple, Bay Networks,     
Canon, Compaq, Computer Associates, Cisco, Corel, Digital Equipment,     
Epson, Hewlett-Packard, IBM, Intel, Kingston, Lotus, Microsoft, NEC     
Technologies, Novell, Okidata, Quarterdeck, Seagate, SCO, Symantec,    
3Com, Toshiba and U.S. Robotics.    
    
     The Company delivers products throughout the United States, France,     
Canada, Latin America and the Caribbean from its ten distribution    
centers in Miami, Florida; Atlanta, Georgia; Paulsboro, New Jersey; Ft.     
Worth, Texas; South Bend, Indiana; Ontario, California; Union City,     
California; Mississauga, Ontario (Canada); Richmond, British Columbia    
(Canada); and Bobigny (Paris), France.  Locating distribution centers    
near its customers enables the Company to deliver products on a timely    
basis, thereby reducing customers' need to invest in inventory.    
 
                                  2 
 

<PAGE> 
    
     To complement its distribution activities, the Company maintains a     
staff of technical advisers who assist customers by telephone either for    
free or on a user-fee basis.  The Company offers educational and     
promotional seminars on the products sold by the Company in various     
cities around the United States, France, Canada, and Latin America.  The    
Company also provides advertising and other marketing assistance to its    
customers using funds and materials provided by manufacturers and    
publishers.    
    
Industry    
    
     The microcomputer products industry has proven to be well-suited     
for wholesale distribution.  The large number and diversity of resellers    
makes it cost efficient for manufacturers and publishers to rely on     
wholesale distributors to assume responsibility for at least some     
portion of their distribution, credit, marketing and support     
requirements.  Similarly, due to the large number of microcomputer     
product manufacturers and publishers, VARs, computer resellers and     
retailers often cannot efficiently establish direct purchasing     
relationships and instead rely on wholesale distributors, such as Tech     
Data, to satisfy a significant portion of their product, financing,     
marketing and technical support needs.    
    
     As a result of the use of open systems and off-the-shelf     
components, hardware and software products are increasingly viewed as     
commodities.  The resulting price competition has prompted     
manufacturers and publishers to rely on more cost-efficient methods of     
distribution.  This, coupled with shorter product life cycles, has     
benefited distributors like Tech Data, which offer vendors an efficient     
mechanism for marketing, distributing and supporting their products.      
The Company has a competitive advantage over certain other distributors     
who do not have the low cost structure to compete on the basis of     
price and service and who do not have adequate access to capital to     
finance their growth.    
    
     The rates of growth of the wholesale distribution segment of the     
microcomputer industry and the Company continue to outpace that of the     
microcomputer industry as a whole for three principal reasons.      
First, more manufacturers and publishers are using the wholesale     
distribution channel as declining product prices, coupled with rising     
selling costs, make it difficult for manufacturers and publishers to     
efficiently deal directly with VARs, corporate resellers and retailers.      
Second, the Company believes that customers are increasingly relying on     
wholesale distributors such as Tech Data for inventory management and     
credit rather than stocking large inventories themselves and maintaining     
credit lines to finance working capital needs.  Third, consolidation in     
the wholesale distribution industry continues as access to financial     
resources and economies of scale become more critical and as certain     
manufacturers and publishers limit the number of authorized distributors     
for their respective products.    
    
Business Strategy    
    
     To maintain its leadership position in wholesale distribution, the     
Company's business strategy includes the following main elements:    
    
     Customer focus.  The Company has historically focused its     
marketing on VARs, who integrate proprietary software with products     
provided by manufacturers and distributors.  VARs currently represent     
approximately 70% of the Company's total sales with franchisees,     
corporate resellers and retailers accounting for the balance.      
Management expects total industry sales to VARs to remain one of the     
fastest growing segments of the microcomputer industry as businesses     
of all sizes increasingly rely on VARs.  Accordingly, management expects     
more manufacturers and publishers to utilize Tech Data to supply     
products to the VAR market.  Recently, Tech Data also has sought to     
increase its market share with retailers and computer     
superstores (such as CompUSA and Computer City), corporate resellers     
(such as CompuCom Systems and InaCom) and franchisees and other     
affiliates of companies such as Intelligent Electronics and MicroAge.    
    
     Operating efficiencies and economies of scale.  The Company's     
operations are structured to realize operating efficiencies both for     
itself and its customers, to benefit from economies of scale in product     
purchasing, financing and working capital management, and to provide an     
efficient distribution system focusing on ease of order placement, speed     
of delivery, facilitation of product returns and reduction of freight     
costs.    
 
                                   3 

<PAGE> 
    
     Products.  The Company's objective is to offer its customers a     
broad assortment of leading technology products.  Management believes     
that the Company provides manufacturers and publishers an efficient     
channel through which to access VARs, corporate resellers and retailers,     
thereby eliminating direct selling expenses and direct credit     
risk.  Currently the Company offers more than 25,000 products from more     
than 600 manufacturers and publishers.  By offering a broad product     
assortment, customers are able to more efficiently procure     
product from a single source and aggregate their purchases.    
    
Vendor Relations    
    
     Due to the proliferation of relatively small VARs and computer     
dealers which purchase a limited volume of products from any single     
manufacturer, it is more cost efficient for most manufacturers to rely     
upon distributors, such as Tech Data, rather than to maintain their own     
sales forces to market, distribute and support products.  The Company's     
market presence and financial condition have enabled it to obtain     
vendor contracts with leading manufacturers and publishers to purchase     
large quantities of products that the Company sells at competitive     
prices.    
    
     The Company sells products for manufacturers and publishers     
generally on a nonexclusive basis.  The Company's supplier agreements     
are believed to be in the form customarily used by each manufacturer     
and typically contain provisions which allow termination by either party     
upon 60 days notice.  Such agreements generally contain stock rotation     
and price protection provisions which reduce, in part, the Company's     
risk of loss due to slow-moving inventory, vendor price reductions,     
product updates or obsolescence.  See "Management's Discussion and     
Analysis of Financial Condition and Results of Operations - Asset     
Management."  Virtually none of the Company's supplier agreements     
requires it to sell a specified quantity of products or restricts the     
Company from selling similar products manufactured by competitors.      
Consequently, the Company has the flexibility to terminate or curtail     
sales of one product line in favor of another product line as a result     
of technological change, pricing considerations, customer demand and     
vendor distribution policies.  No single vendor accounted for more than     
10% of the Company's net sales during fiscal 1996, 1995 or 1994.    
    
     In addition to providing manufacturers and publishers with one of     
the largest bases of VARs in the United States, France, Canada, Latin     
America and the Caribbean, the Company also offers manufacturers     
and publishers the opportunity to participate in a number of special     
promotions, training programs and marketing services targeted to the     
needs of its customers.    
    
     From time to time, the demand for certain products sold by the     
Company exceeds the supply available from the manufacturer or publisher.      
The Company then receives an allocation of the products available.      
Management believes that the Company's ability to compete is not     
adversely affected by these periodic shortages and the resulting     
allocations.    
    
Products and Customers    
    
     The Company sells computer-related hardware and software products     
such as networks, disk drives, microcomputers, printers, terminals,     
operating systems and application software purchased directly from     
manufacturers and publishers in large quantities for sale to an active     
customer base of more than 50,000 VARs, corporate resellers and     
retailers. The Company pursues a strategy of expanding its product line     
to offer its customers a broad assortment of products.    
    
     The Company's VAR customers typically do not have the resources to     
establish a large number of direct purchasing relationships or stock     
significant product inventories.  These resellers generally have annual     
revenues of less than $5 million and rely on distributors as their     
principal source of computer products and financing.  Corporate     
resellers and retailers, on the other hand, often establish direct     
relationships with manufacturers and publishers for their more popular     
products, but utilize distributors for slower-moving products from     
numerous smaller manufacturers and publishers and for fill-in orders of     
fast moving products.  The Company's backlog of orders is not considered     
material to an understanding of its business.  No single customer     
accounted for more than 4% of the Company's net sales during fiscal     
1996, 1995 or 1994.    
 
                                   4 
 

<PAGE> 
    
Sales and Marketing    
    
     Currently, the Company's sales force consists of approximately 40     
field sales representatives and 650 inside telemarketing sales     
representatives.  Field sales representatives are located in major     
metropolitan areas.  Each field representative is supported by a team of     
inside telemarketing sales representatives covering a designated     
territory.  Territories with no field representation are serviced     
exclusively by the inside telemarketing sales representatives.      
Customers rely upon the Company's product catalogs and frequent mailings     
as sources for product information, including prices.    
    
     Customers typically call their inside sales representative toll-    
free to place orders for same-day or next-day shipment.  The Company's     
on-line computer system allows the inside sales representative to     
check for current stocking levels in each of the seven United States     
distribution centers.  Likewise, inside sales representatives in Canada     
and France can check on stocking levels in the two Canadian and one     
French distribution center, respectively.  Through "Tech Data On-Line",     
the Company's proprietary electronic on-line system, customers can gain     
remote access to the Company's data processing system to check product     
availability and pricing and to place an order.  Certain of the     
Company's larger customers have available electronic data interchange     
("EDI") services whereby orders, order acknowledgments, invoices,     
inventory status reports, price catalogs and other industry standard EDI     
transactions are consummated on-line which improves efficiency and timeliness   
for both the Company and the customer.  Assuming adequate stock and available   
customer credit, customer orders received by 5:00 p.m. local time will     
generally be shipped that same day from the distribution facility     
nearest the customer.  The Company's centralized, processing capability     
generally permits a customer located within 250 miles of a distribution     
center to receive goods by inexpensive UPS ground service the next day.    
    
     The Company provides comprehensive training to its field and inside     
sales representatives regarding technical characteristics of products     
and the Company's policies and procedures.  Each new sales     
representative attends a six-week course given by the Company.  In     
addition, the Company's ongoing training program is supplemented by     
product seminars offered by manufacturers and publishers.    
    
Competition    
    
     The Company operates in a market characterized by intense     
competition.  Competition within the industry is based on product     
availability, price, delivery and various types of support provided by     
the distributor to the reseller. The Company believes that it is     
equipped to compete effectively with other distributors in these areas.      
Major competitors include Ingram Micro, Inc., Merisel, Inc. and a     
variety of other competitors.  Some of the Company's competitors are     
larger and have greater resources than the Company.    
    
     The Company also faces competition from manufacturers and     
publishers who can offer customers lower prices than the Company.  The     
Company, nevertheless, believes that in the majority of cases,     
manufacturers and publishers choose to sell products though distributors     
rather than directly because of the relatively small volume and high     
selling costs associated with numerous small orders.  Management     
also believes that the Company's prompt delivery of products and     
efficient handling of returns provide an important competitive advantage     
over manufacturers' and publishers' efforts to market their products     
directly.    
    
Employees    
    
     On January 31, 1996, the Company had approximately 2,625 full-time     
employees.  The Company enjoys excellent relations with its employees,     
all of whom are non-union.    
    
     (d)     Financial information about foreign and domestic operations     
and export sales    
    
     The geographic areas in which the Company operates are the United     
States (United States including exports to Latin America and the     
Caribbean) and International (France and Canada).  See Note 10 of Notes     
to Consolidated Financial Statements regarding the geographical     
distribution of the Company's net sales, operating income and     
identifiable assets.    
 
                                    5 
 

<PAGE> 
    
Executive Officers    
    
     Steven A. Raymund, Chief Executive Officer and Chairman of the     
Board of Directors, age 40, has been employed by the Company since 1981,     
serving as Chief Executive Officer since January 1986 and as Chairman of     
the Board of Directors since April 1991.  He has a B.S. Degree in     
Economics from the University of Oregon and a Masters Degree from the     
Georgetown University School of Foreign Service.    
    
     A. Timothy Godwin, Vice Chairman, President, Chief Operating Officer   
and Director, age 46, joined the Company in July 1989 as Senior Vice     
President of Finance and assumed the responsibilities of Chief     
Financial Officer in November 1989.  He was appointed to the Board of     
Directors in March 1991 and was promoted to the position of President     
and Chief Operating Officer in November 1991.  In September 1995,     
Mr. Godwin was appointed Vice Chairman.  Prior to joining the Company,     
Mr. Godwin was employed by Price Waterhouse from 1974 to June 1989, most     
recently as audit partner from July 1987 to June 1989.  Mr. Godwin is a     
Certified Public Accountant and holds a B.S. Degree in Accounting from     
the University of West Florida.    
    
     Peggy K. Caldwell, Senior Vice President of Sales and Marketing,     
age 50, joined the Company in May 1992 as Senior Vice President of     
Marketing and in February 1996 was appointed to the position of Senior     
Vice President of Sales and Marketing.  Prior to joining the Company,     
she was employed by International Business Machines Corporation for 25     
years, most recently serving in a variety of senior management positions     
in the National Distribution Division.  Ms. Caldwell holds a B.S. Degree     
in Mathematics and Physics from Bucknell University.    
    
     Lawrence W. Hamilton, Senior Vice President of Human Resources, age     
38, joined the Company in August 1993 as Vice President of Human     
Resources and was promoted to Senior Vice President in March 1996.      
Prior to joining the Company, he was employed by Bristol-Myers Squibb     
Company from 1985 to August 1993, most recently as Vice President -     
Human Resources and Administration of Linvatec Corporation (a division     
of Bristol-Myers Squibb Company).  Mr. Hamilton holds a B.A. Degree in     
Political Science from Fisk University and a Masters of Public     
Administration, Labor Policy from the University of Alabama.    
    
     Jeffery P. Howells, Senior Vice President of Finance and Chief     
Financial Officer, age 39, joined the Company in October 1991 as Vice     
President of Finance and assumed the responsibilities of Chief Financial     
Officer in March 1992.  In March 1993, he was promoted to Senior Vice     
President of Finance and Chief Financial Officer.  From June 1991     
through September 1991 he was employed as Vice President of Finance of     
Inex Vision Systems.  From 1979 to May 1991 he was employed by Price     
Waterhouse, most recently as a Senior Audit Manager.  Mr. Howells is a     
Certified Public Accountant and holds a B.B.A. Degree in Accounting from     
Stetson University.    
    
     James T. Pollard, Senior Vice President of Logistics and Chief     
Information Officer, age 49, joined the Company in October 1993.  Prior     
to joining the Company, he was employed by Florida Power Corporation     
from September 1990 through September 1993, most recently as     
Director - Information Services.  From November 1984 to September 1990     
he was employed by Southern California Gas Company as Senior Vice     
President.  Mr. Pollard holds a B.S. Degree in Business Finance from the     
University of Utah and a Masters in Business Administration Degree from     
the University of South Florida.    
    
     Patrick O. Connelly, Vice President of Worldwide Credit Services,     
age 50, joined the Company in August 1994.  Prior to joining the     
Company, he was employed by Unisys Corporation for nine years as     
Worldwide Director of Credit.  Mr. Connelly holds a B.A. Degree     
in History and French from the University of Texas at Austin.    
    
     Charles V. Dannewitz, Vice President of Taxes, age 41,  joined the     
Company in February 1995.  Prior to joining the Company, he was employed     
by Price Waterhouse for 13 years, most recently as a Tax Partner.  Mr.     
Dannewitz is a Certified Public Accountant and holds a B.S. Degree in     
Accounting from Illinois Wesleyan University.    
 
                                    6 

<PAGE> 
 
     Bruce D. Eden, Vice President of MIS, age 53, joined the Company in     
January 1994 as Director of Information Technology.   In February 1995,     
he was promoted to Vice President of MIS.  Prior to joining the Company,     
Mr. Eden was engaged as an independent consultant from February 1993 to     
December 1993.  From March 1987 to February 1993 Mr. Eden was employed     
by Pacific Enterprises as Director of Information Systems.  Mr. Eden     
holds a B.A. Degree in Economics from CUNY.    
    
     Yuda Saydun, Vice President and General Manager - Latin America,     
age 43, joined the Company in May 1993.  Prior to joining the Company,     
he was employed by American Express Travel Related Services Company,     
Inc. from 1982 to May 1993, most recently as Division Vice President,     
Cardmember Marketing.  Mr. Saydun holds a B.S. Degree in Political and     
Diplomatic Sciences from Universite Libre de Bruxelles and a Masters of     
Business Administration Degree, Finance/Marketing from U.C.L.A.    
    
     Arthur W. Singleton, Vice President, Treasurer and Secretary, age     
35, joined the Company in January 1990 as Director of Finance and was     
appointed Treasurer and Secretary in April 1991.  In February 1995, he     
was promoted to Vice President, Treasurer and Secretary.  Prior to     
joining the Company, Mr. Singleton was employed by Price Waterhouse from     
1982 to December 1989, most recently as an Audit Manager.  Mr. Singleton     
is a Certified Public Accountant and holds a B.S. Degree in Accounting     
from Florida State University.    
    
     Joseph B. Trepani, Vice President and Worldwide Controller, age 35,     
joined the Company in March 1990 as Controller and held the position of     
Director of Operations from October 1991 through January 1995.  In     
February 1995, he was promoted to Vice President and Worldwide     
Controller.  Prior to joining the Company, Mr. Trepani was Vice     
President of Finance for Action Staffing, Inc. from July 1989 to     
February 1990.  From 1982 to June 1989, he was employed by Price     
Waterhouse.  Mr. Trepani is a Certified Public Accountant and holds a     
B.S. Degree in Accounting from Florida State University.    
    
     David R. Vetter, Vice President and General Counsel, age 37, joined     
the Company in June 1993.  Prior to joining the Company, he was employed     
by the law firm of Robbins, Gaynor & Bronstein, P.A. from 1984 to June     
1993, most recently as a partner.  Mr. Vetter is a member of the Florida     
Bar and holds a B.A. Degree in English and Economics from Bucknell     
University and a J.D. Degree from the University of Florida.    
    

I
TEM 2.  Properties    
    
     Tech Data's executive offices, located in Clearwater, Florida, is     
owned by the Company. In addition, the Company leases distribution centers in   
Miami, Florida; Atlanta, Georgia; Paulsboro, New Jersey; Ft.     
Worth, Texas; South Bend, Indiana; Ontario, California; Union City,     
California; Mississauga, Ontario (Canada); Richmond, British Columbia     
(Canada); and Bobigny (Paris), France.  The Company also operates training     
centers in eleven cities in the U.S. and Canada.    
    
     During fiscal 1996, the Company completed a 75,000 square foot     
administration building on its main Clearwater campus and expanded its     
South Bend, Miami, Paulsboro, Mississauga, Richmond and Atlanta     
distribution centers.  The facilities of the Company are substantially     
utilized, well-maintained and are adequate to conduct the Company's     
current business.    
    

ITEM 3.  Legal Proceedings         
    
     There are no material legal proceedings pending against the     
Company.    
    

ITEM 4.  Submission of Matters to a Vote of Security Holders    
    
     There have been no matters submitted to a vote of security holders     
during the last quarter of the fiscal year ended January 31, 1996.    
 
                                    7 
 

<PAGE> 
     

                               PART II    
    

ITEM 5.   Market for the Registrant's Common Stock and Related     
          Shareholder Matters    
    
     The Company's common stock is traded on the Nasdaq National Market     
tier of The Nasdaq Stock Market under the symbol TECD.  The Company has     
not paid cash dividends since fiscal 1983.  The Board of Directors does     
not intend to institute a cash dividend payment policy in the     
foreseeable future.  The table below presents the quarterly high and low     
sales prices for the Company's common stock as reported by the Nasdaq   
Stock Market.  The approximate number of shareholders as of     
January 31, 1996 was 15,000.    
    
    
                                                          Sales Price    
                                                        ---------------- 
                                                         High      Low 
Fiscal year 1996                                        -------  -------     
- ---------------- 
Fourth quarter                                          $17 7/8  $11 1/4    
Third quarter                                            14 3/4   11 1/8    
Second quarter                                           15 1/4    8 1/4    
First quarter                                            14 1/4    9 5/8    
    
Fiscal year 1995    
- ---------------- 
Fourth quarter                                          $20      $11 3/8    
Third quarter                                            20       15    
Second quarter                                           19 1/4   14    
First quarter                                            22 1/8   16 1/4    
 
                                    8 
 

<PAGE>   
     

ITEM 6.  Selected Financial Data    
    
                               FIVE YEAR FINANCIAL SUMMARY    
                          (In thousands, except per share data)    
    
    

<TABLE> 
<CAPTION> 
                                                       Year ended January 31,    
                                    ------------------------------------------------------    
                                       1996        1995        1994        1993     1992    
                                    ----------  ----------  ----------  --------  --------    
<S>                                 <C>         <C>         <C>         <C>       <C> 
Income statement data: 
Net sales                           $3,086,620  $2,418,410  $1,532,352  $978,862  $646,961    
Cost and expenses:                  ----------  ----------  ----------  --------  --------    
  Cost of products sold              2,867,226   2,219,122   1,397,967   885,292   579,766    
  Selling, general and     
  administrative expenses              163,790     127,951      79,390    57,556    44,089    
                                     ---------   ---------   ---------  --------   -------    
                                     3,031,016   2,347,073   1,477,357   942,848   623,855    
                                     ---------   ---------   ---------  --------   -------    
Operating profit                        55,604      71,337      54,995    36,014    23,106    
Interest expense                        20,086      13,761       5,008     3,973     4,078    
                                     ---------   ---------   ---------  --------   -------    
Income before income taxes              35,518      57,576      49,987    32,041    19,028    
Provision for income taxes              13,977      22,664      19,774    12,259     7,141    
                                     ---------   ---------   ---------  --------   -------    
Net income                          $   21,541  $   34,912  $   30,213  $ 19,782  $ 11,887    
                                    ==========  ==========  ==========  ========  ========    
Net income per common share*        $      .56  $      .91  $      .83  $    .63  $    .44    
                                    ==========  ==========  ==========  ========  ========    
Dividends per common share              --          --           --        --         --    
                                    ==========  ==========  ==========  ========  ========    
Weighted average common    
shares outstanding*                     38,138      38,258      39,590    31,402    26,966    
                                    ==========  ==========  ==========  ========  ========    
    
    
Balance sheet data:    
Working capital                     $  201,704  $  182,802  $  165,366  $ 89,344  $ 78,445    
Total assets                         1,043,879     784,429     506,760   326,885   200,476    
Revolving credit loans                 283,100     304,784     153,105    89,198    36,708    
Long-term debt                           9,097       9,682       9,467     9,638     9,818    
Shareholders' equity                   285,698     260,826     213,326   115,047    94,565    
_________    
</TABLE>
 
    
*  Amounts have been adjusted to reflect the two-for-one stock split     
declared on March 21, 1994.    
 
                                   9 
 

<PAGE> 
       

ITEM 7.  Management's Discussion and Analysis of Financial Condition and     
           Results of Operations    
    
    The following table sets forth the percentage of cost and expenses to net  
sales derived from the Company's Consolidated Statement of Income for each of  
the three preceding fiscal years.    
    
                                                 Percentage of net sales    
                                                  Year Ended January 31,    
                                                 ------------------------  
Net sales                                        100.0%   100.0%    100.0%    
Cost and expenses:                               -----    -----     -----    
 Cost of products sold                            92.9     91.7      91.2    
 Selling, general and administrative expenses      5.3      5.3       5.2    
                                                 -----    -----     -----    
                                                  98.2     97.0      96.4    
                                                 -----    -----     -----    
Operating profit                                   1.8      3.0       3.6    
Interest expense                                    .6       .6        .3    
                                                 -----    -----     -----    
Income before income taxes                         1.2      2.4       3.3    
Provision for income taxes                          .5       .9       1.3    
                                                 -----    -----     -----    
Net income                                          .7%     1.5%      2.0%    
                                                 =====    =====     =====    
    
Fiscal Years Ended January 31, 1996 and 1995    
    
     Net sales increased 27.6% to $3.09 billion in fiscal 1996 compared     
to $2.42 billion in the prior year.  This increase is attributable to     
the addition of new product lines and the expansion of existing product     
lines combined with increases in the Company's market share.  The rate     
of growth in fiscal year 1996 is lower than the rate of growth in the     
prior year as the Company continued to recover from the effects of the     
business interruptions caused by the conversion to a new computer system     
in December 1994.  The Company's international sales in fiscal 1996 were     
approximately 14% of consolidated net sales.    
    
     The cost of products sold as a percentage of net sales increased     
from 91.7% in fiscal 1995 to 92.9% in fiscal 1996.  This increase is a     
result of competitive market prices, the Company's strategy of lowering     
selling prices in order to gain market share and to pass on the benefit     
of operating efficiencies to its customers, as well as certain freight     
concessions made with customers in order to ensure timely delivery     
of product during the first and second quarters of fiscal 1996.    
    
     Selling, general and administrative expenses increased from $128.0     
million in fiscal 1995 to $163.8 million in fiscal 1996, and as a     
percentage of net sales were 5.3% in fiscal 1996 and fiscal 1995.  The     
dollar value increase in selling, general and administrative expenses is     
primarily a result of expanded employment and increases in other     
administrative expenses needed to support the increased volume of     
business, as well as expenses associated with the new computer system.    
    
     As a result of the factors described above, operating profit in     
fiscal 1996 decreased 22.1% to $55.6 million, or 1.8% of net sales,     
compared to $71.3 million, or 3.0% of net sales, in fiscal 1995.    
    
     Interest expense increased due to an increase in the Company's     
average outstanding indebtedness, combined with increases in short-term     
interest rates on the Company's floating rate indebtedness.    
    
     Net income in fiscal 1996 decreased 38.3% to $21.5 million, or $.56     
per share, compared to $34.9 million, or $.91 per share, in the prior     
year.    
    
     In 1995, the Financial Accounting Standards Board issued Statement     
of Financial Accounting Standards No. 123, "Accounting for Stock-Based     
Compensation" ("FAS 123"), which is effective for the Company's fiscal     
year ending January 31, 1997.  FAS 123 encourages, but does not require,     
companies to recognize compensation expense based on the fair value of     
grants of stock, stock options and other equity investments to     
employees.  Although expense recognition for employee stock-based     
 
                                   10 
 

<PAGE> 
 
compensation is not mandatory, FAS 123 requires that companies not     
adopting must disclose the pro forma effect on net income and earnings     
per share.  The Company will continue to apply prior accounting     
rules and make pro forma disclosures in fiscal 1997.    
    
Fiscal Years Ended January 31, 1995 and 1994    
    
     Net sales increased 57.8% to $2.42 billion in fiscal 1995 compared     
to $1.53 billion in the prior year.  This increase is attributable to     
the addition of new product lines and the expansion of existing product     
lines combined with an increase in the Company's customer base.  This     
increase is partially offset by lower than anticipated sales growth in     
the fourth quarter of fiscal 1995 due to business interruptions caused     
by the December 1994 computer system conversion.  Fiscal 1995 also     
includes the results for the two companies that were acquired at the     
beginning of the year (U.S. Software Resource, Inc. and Softmart     
International, S.A.).  The Company's international sales in fiscal 1995     
were approximately 13% of consolidated net sales.    
    
     The cost of products sold as a percentage of net sales increased     
from 91.2% in fiscal 1994 to 91.7% in fiscal 1995.  This increase is a     
result of the Company's strategy of lowering selling prices in order     
to gain market share and to pass on the benefit of operating     
efficiencies to its customers.    
    
     Selling, general and administrative expenses increased from $79.4     
million in fiscal 1994 to $128.0 million in fiscal 1995, and increased     
as a percentage of net sales to 5.3% in fiscal 1995 compared to 5.2%     
in the prior year.  The increase in selling, general and administrative     
expenses is primarily a result of expanded employment and increases in     
other administrative expenses needed to support the increased volume of     
business.  Additionally, the increase in selling, general and     
administrative expenses as a percentage of sales in fiscal 1995 is     
attributable to the lower than anticipated fourth quarter sales growth     
due to business interruptions caused by the computer system conversion.    
    
     Operating profit in fiscal 1995 increased 29.7% to $71.3 million,     
or 3.0% of net sales, compared to $55.0 million, or 3.6% of net sales,     
in fiscal 1994.  The decline in operating profit as a percentage of     
sales in fiscal 1995 is attributable to the Company's strategy of     
targeting return on shareholders' equity as opposed to a stated     
operating profit margin.  Additionally, the decline in the operating     
profit margin was impacted by the lower than anticipated sales growth in     
the fourth quarter of fiscal 1995 caused by the computer system     
conversion.    
    
     Interest expense increased due to an increase in the Company's     
average outstanding indebtedness, combined with increases in short-term     
interest rates on the Company's floating rate indebtedness.    
    
     Net income in fiscal 1995 increased 15.6% to $34.9 million, or $.91     
per share, compared to $30.2 million, or $.83 per share, in the prior     
year.    
    
Impact of Inflation    
    
     The Company has not been adversely affected by inflation as     
technological advances and competition within the microcomputer industry     
have generally caused prices of the products sold by the Company to     
decline.  Management believes that any price increases could be passed     
on to its customers, as prices charged by the Company are not set by     
long-term contracts.    
    
Liquidity and Capital Resources    
    
     Net cash provided by operating activities of $47.3 million in     
fiscal 1996 was primarily attributable to the Company's effort to     
increase its use of trade indebtedness to finance increases in     
inventories and accounts receivable.    
    
     Net cash used in investing activities of $26.4 million in fiscal     
1996 was a result of the Company making capital expenditures for     
computer system development and expansion of the capacity of its office     
facilities and distribution centers.  The Company expects to make     
capital expenditures of approximately $25 million during fiscal 1997 to     
further expand its office facilities and distribution centers.    
 
                                   11 

<PAGE> 
    
     Net cash used in financing activities of $20.2 million in fiscal     
1996 reflects the use of cash generated from operating activities to     
reduce borrowings under the Company's revolving credit loans.    
    
     In October 1995, the Company increased the amount that may be     
borrowed under its Receivables Securitization Program from $200 million     
to $250 million.  The Company currently maintains domestic and     
foreign revolving credit loan agreements (including the Receivables     
Securitization Program) with a total of nine financial institutions     
providing for maximum short-term borrowings of approximately     
$450 million, of which $283.1 million was outstanding.    
    
     The Company has historically relied upon cash generated from     
operations, bank credit lines, trade credit from its vendors and     
proceeds from public offerings of its common stock to satisfy its     
capital needs and finance its growth.  Management believes that cash     
from operations, available and obtainable bank credit lines and trade     
credit from its vendors will be sufficient to satisfy its working     
capital and capital expenditure needs for the  year ending January 31,     
1997.    
    
Asset Management    
    
     The Company manages its inventories by maintaining sufficient     
quantities to achieve high order fill rates while at the same time     
attempting to stock only those products in high demand with a rapid     
turnover rate.  Inventory balances will fluctuate as the Company adds     
new product lines and when appropriate, makes large purchases and cash     
purchases from manufacturers and publishers when the terms of such     
purchases are considered advantageous. The Company's contracts with most     
of its vendors provide price protection and stock return privileges to     
reduce the risk of loss to the Company due to manufacturer price     
reductions and slow moving or obsolete inventory.  In the event of a     
vendor price reduction, the Company generally receives a credit for     
products in inventory.  In addition, the Company has the right to return     
a certain percentage of purchases, subject to certain limitations.      
Historically, price protection and stock return privileges as well as     
the Company's inventory management procedures have helped to reduce the     
risk of loss of carrying inventory.    
    
     The Company attempts to control losses on credit sales by closely     
monitoring customers' creditworthiness through its computer system which     
contains detailed information on each customer's payment history and     
other relevant information.  In addition, the Company participates in a     
national credit association which exchanges credit rating information on     
mutual customers.  Customers who qualify for credit terms are typically     
granted net 30-day payment terms.  The Company also sells products on a     
prepay, credit card, cash on delivery and floorplan basis.    
    
Comments on Forward-Looking Information    
    
     In connection with the "safe harbor" provisions of the Private     
Securities Litigation Reform Act of 1995, the Company filed a Form 8-K    
with the Securities Exchange Commission on March 26, 1996 outlining  
cautionary statements identifying important factors that could cause the 
Company's actual results to differ materially from those projected in  
forward-looking statements made by, or on behalf of, the Company.  Such 
forward-looking statements, as made within Items 1 and 7 of this Form 10-K,  
should be considered in conjunction with the information included within 
the Form 8-K.    
                 
                                    12 
 

<PAGE> 
       

I
TEM 8.  Financial Statements    
    

          REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS    
    
To the Board of Directors and Shareholders of Tech Data Corporation:    
    
     In our opinion, the accompanying consolidated balance sheet and the     
related consolidated statements of income, of changes in shareholders'     
equity and of cash flows present fairly, in all material respects, the     
financial position of Tech Data Corporation and its subsidiaries at     
January 31, 1996 and 1995, and the results of their operations and their     
cash flows for each of the three years in the period ended January 31,     
1996, in conformity with generally accepted accounting principles.      
These financial statements are the responsibility of the Company's     
management; our responsibility is to express an opinion on these     
financial statements based on our audits.  We conducted our audits of     
these statements in accordance with generally accepted auditing     
standards which require that we plan and perform the audit to obtain     
reasonable assurance about whether the financial statements are free of     
material misstatement. An audit includes examining, on a test basis,     
evidence supporting the amounts and disclosures in the financial     
statements, assessing the accounting principles used and significant     
estimates made by management, and evaluating the overall financial     
statement presentation.  We believe that our audits provide a     
reasonable basis for the opinion expressed above.    
    
PRICE WATERHOUSE LLP    
Tampa, Florida    
March 15, 1996    

    
                            REPORT OF MANAGEMENT    
    
To Our Shareholders:    
    
     The management of Tech Data Corporation is responsible for the     
preparation, integrity and objectivity of the consolidated financial     
statements and related financial information contained in this Annual     
Report.  The financial statements have been prepared by the Company in     
accordance with generally accepted accounting principles and, in the     
judgment of management, present fairly and consistently the Company's     
financial position and results of operations.  The financial     
statements and other financial information in this report include     
amounts that are based on management's best estimates and judgments     
and give due consideration to materiality.    
    
     The Company maintains a system of internal accounting controls to     
provide reasonable assurance that assets are safeguarded and that     
transactions are executed in accordance with management's authorization     
and recorded properly to permit the preparation of financial statements     
in accordance with generally accepted accounting principles.  The     
design, monitoring and revisions of the system of internal accounting     
controls involves, among other things, management's judgment with     
respect to the relative cost and expected benefits of specific control     
measures.    
    
     The Audit Committee of the Board of Directors is responsible for     
recommending to the Board, subject to shareholder approval, the     
independent certified public accounting firm to be retained each year.      
The Audit committee meets periodically with the independent accountants     
and management to review their performance and confirm that they are     
properly discharging their responsibilities.  The independent     
accountants have direct access to the Audit Committee to discuss the     
scope and results of their work, the adequacy of internal accounting     
controls and the quality of financial reporting.    
    
    
    
Steven A. Raymund                   Jeffery P. Howells    
Chairman of the Board Directors     Senior Vice President of Finance    
and Chief Executive Officer         and Chief Financial Officer    
March 15, 1996    
 
                                     13    
 

<PAGE>  
   
                     TECH DATA CORPORATION AND SUBSIDIARIES    
                           CONSOLIDATED BALANCE SHEET    
                      (In thousands, except share amounts)    
    

<TABLE> 
<CAPTION> 
                                                                January 31,    
                                                        --------------------------    
                                                           1996            1995       
                                                        ----------      ----------    
   
                                         ASSETS    
    
<S>                                                     <C>              <C> 
Current assets:    
  Cash and cash equivalents                             $    1,154       $    496    
  Accounts receivable, less allowance    
    of $22,669 and $16,580                                 445,202        309,846    
  Inventories                                              465,422        364,531    
  Prepaid and other assets                                  39,010         21,850    
                                                        ----------       --------    
    Total current assets                                   950,788        696,723    
Property and equipment, net                                 61,610         51,042    
Excess of cost over acquired net assets, net                 6,376         10,061    
Other assets, net                                           25,105         26,603    
                                                        ----------       --------    
                                                        $1,043,879       $784,429    
                                                        ==========       ========    
    
    
                            LIABILITIES AND SHAREHOLDERS' EQUITY    
    
Current liabilities:    
  Revolving credit loans                                $  283,100       $304,784    
  Current portion of long-term debt                            519            542    
  Accounts payable                                         433,374        194,213    
  Accrued expenses                                          32,091         14,382    
                                                          --------       --------    
    Total current liabilities                              749,084        513,921    
Long-term debt                                               9,097          9,682           
                                                          --------       --------    
                                                           758,181        523,603    
                                                          --------       --------    
    
Commitments and contingencies (Note 8)    
    
Shareholders' equity:    
  Preferred stock, par value $.02; 226,500 shares     
    authorized and issued; liquidation     
    preference $.20 per share                                    5              5    
  Common stock, par value $.0015; 100,000,000     
    shares authorized; 37,930,655     
    and 37,807,794 issued and outstanding                       57             57    
  Additional paid-in capital                               130,045        127,947    
  Retained earnings                                        153,310        131,769    
  Cumulative translation adjustment                          2,281          1,048    
                                                        ----------       --------    
    Total shareholders' equity                             285,698        260,826    
                                                        ----------       --------    
                                                        $1,043,879       $784,429    
                                                        ==========       ========    
</TABLE>
 
    
    
        The accompanying Notes to Consolidated Financial Statements are an    
                   integral part of these financial statements.    
 
                                    14    
  

<PAGE>   
    
                     TECH DATA CORPORATION AND SUBSIDIARIES    
                        CONSOLIDATED STATEMENT OF INCOME    
                   (In thousands, except per share amounts)    
    

<TABLE> 
<CAPTION>    
                                                        Year ended January 31,    
                                                  ----------------------------------    
                                                     1996        1995        1994    
                                                  ----------  ----------  ----------    
<S>                                               <C>         <C>         <C> 
Net sales                                         $3,086,620  $2,418,410  $1,532,352    
Cost and expenses:                                ----------  ----------  ----------    
 Cost of products sold                             2,867,226   2,219,122   1,397,967    
 Selling, general and administrative expenses        163,790     127,951     79,390    
                                                  ----------  ----------  ----------    
                                                   3,031,016   2,347,073   1,477,357    
                                                  ----------  ----------  ----------    
Operating profit                                      55,604      71,337      54,995    
Interest expense                                      20,086      13,761       5,008    
                                                  ----------  ----------  ----------    
Income before income taxes                            35,518      57,576      49,987    
Provision for income taxes                            13,977      22,664      19,774    
                                                   ----------  ----------  ---------    
Net income                                        $   21,541  $   34,912  $   30,213    
                                                  ==========  ==========  ==========    
Net income per common share                       $      .56  $      .91  $      .83    
                                                  ==========  ==========  ==========    
Weighted average common shares outstanding            38,138      38,258      36,590    
                                                  ==========  ==========  ==========    
</TABLE>
 
    
                CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY    
                                    (In thousands)    

<TABLE> 
<CAPTION>    
                                                                Additional             Cumulative       Total   
                               Preferred Stock   Common Stock     Paid-In   Retained   Translation   Shareholders'    
                                Shares  Amount   Shares Amount    Capital   Earnings    Adjustment     Equity      
                               ------- -------  ------- -------  --------   --------    ----------   ------------               
<S>                               <C>    <C>     <C>      <C>    <C>         <C>          <C>          <C> 
Balance-January 31, 1993          227    $5      31,120   $46    $ 58,033    $ 56,963     $   -        $115,047    
 Issuance of common stock    
  for stock options exercised    
  and related tax benefit                           227             1,701                                 1,701    
 Issuance of common stock net    
  of offering costs                               5,200     8      66,357                                66,365    
 Net income                                                                    30,213                    30,213    
                                  ---    --      ------   ---   ---------    --------    ---------     --------    
Balance-January 31, 1994          227     5      36,547    54     126,091      87,176                   213,326    
 Issuance of common stock     
  in business combination                         1,144     3                   9,681                     9,684    
 Issuance of common stock     
  for stock options exercised     
  and related tax benefit                           117             1,856                                 1,856    
 Net income                                                                    34,912                    34,912    
 Translation adjustments                                                                    1,048         1,048    
                                  ---    --      ------   ---     -------     --------   ---------      -------    
Balance-January 31, 1995          227     5      37,808    57     127,947     131,769       1,048       260,826    
 Issuance of common stock     
  for stock options exercised     
  and related tax benefit                           123             2,098                                 2,098    
 Net income                                                                    21,541                    21,541    
 Translation adjustments                                                                    1,233         1,233    
                                  ---    --      ------   ---    --------    --------      ------      --------    
Balance-January 31, 1996          227    $5      37,931   $57    $130,045    $153,310      $2,281      $285,698    
                                  ===    ==      ======   ===    ========    ========      ======      ========           
</TABLE>
 
    
    
    
            The accompanying Notes to Consolidated Financial Statements    
                are an integral part of these financial statements.    
 
                                      15    
    

<PAGE>   
  
                         TECH DATA CORPORATION AND SUBSIDIARIES    
                          CONSOLIDATED STATEMENT OF CASH FLOWS    
                                     (In thousands)    
    

<TABLE> 
<CAPTION> 
                                                                   Year ended January 31,     
                                                            ----------------------------------    
                                                                1996       1995        1994    
                                                            ----------  ----------  -----------    
<S>                                                         <C>         <C>         <C> 
Cash flows from operating activities:    
 Cash received from customers                               $2,933,831  $2,326,613  $1,437,239    
 Cash paid to suppliers and employees                       (2,854,653) (2,382,799) (1,515,940)    
 Interest paid                                                 (20,276)    (13,584)     (5,128)    
 Income taxes paid                                             (11,628)    (27,974)    (18,835)    
                                                            ----------  ----------  ----------    
  Net cash provided by (used in) operating activities           47,274     (97,744)   (102,664)    
                                                            ----------  ----------  ----------    
    
Cash flows from investing activities:    
 Acquisition of business, net of cash acquired                                          (9,360)    
 Expenditures for property and equipment                       (23,596)    (21,351)    (12,224)    
 Software development costs                                     (2,826)    (18,696)     (7,274)    
                                                            ----------  ----------  ----------    
  Net cash used in investing activities                        (26,422)    (40,047)    (28,858)    
                                                            ----------  ----------  ----------    
Cash flows from financing activities:    
 Proceeds from issuance of common stock                          2,098       1,859      68,066    
 Net (repayments) borrowings from revolving credit loans       (21,684)    136,019      63,907    
 Principal payments on long-term debt                             (608)     (1,058)       (164)    
 Proceeds from long-term debt                                                  789    
                                                            ----------  ----------  ----------    
  Net cash (used in) provided by financing activities          (20,194)    137,609     131,809    
                                                            ----------  ----------  ----------    
  Net increase (decrease) in cash and cash equivalents             658        (182)        287    
Cash and cash equivalents at beginning of year                     496         678         391    
                                                            ----------  ----------  ----------    
Cash and cash equivalents at end of year                    $    1,154  $      496  $      678    
                                                            ----------  ----------  ----------    
    
Reconciliation of net income to net cash provided by      
 (used in) operating activities:    
Net income                                                  $   21,541  $   34,912  $   30,213    
                                                            ----------  ----------  ----------    
 Adjustments to reconcile net income to net cash provided by    
   (used in) operating activities:    
  Depreciation and amortization                                 17,364       9,110       5,557    
  Provision for losses on accounts receivable                   17,433      17,768      11,346    
  Loss on disposal of fixed assets                                 603       1,237         842    
  Deferred income taxes                                         (5,603)     (1,739)       (752)    
  Changes in assets and liabilities:    
   (Increase) in accounts receivable                          (152,789)    (90,600)    (95,113)    
   (Increase) in inventories                                  (100,891)   (132,940)    (66,979)    
   (Increase) decrease in prepaid and other assets              (7,254)      2,645      (5,631)    
   Increase in accounts payable                                239,161      62,132      10,483    
   Increase (decrease) in accrued expenses                      17,709        (269)      7,370    
                                                            ----------  ----------  ----------    
    Total adjustments                                           25,733    (132,656)   (132,877)    
                                                            ----------  ----------  ----------    
 Net cash provided by (used in) operating activities       $    47,274  $  (97,744) $ (102,664)    
                                                           ===========  ==========  ==========    
    
</TABLE>
 
    
         The accompanying Notes to Consolidated Financial Statements are an     
                     integral part of these financial statements.    
 
                                    16 
    

<PAGE>    
    
                    TECH DATA CORPORATION AND SUBSIDIARIES    

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS    
    
    
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:    
    
Principles of consolidation    
    
     The consolidated financial statements include the accounts of Tech     
Data Corporation and its subsidiaries (the "Company"), all of which are     
wholly-owned.  All significant intercompany accounts and transactions     
have been eliminated in consolidation.    
    
Method of accounting    
    
     The Company prepares its financial statements in conformity with     
generally accepted accounting principles.  These principles require     
management to make estimates and assumptions that affect the reported     
amounts of assets and liabilities and disclosure of contingent assets     
and liabilities at the date of the financial statements and the reported     
amounts of revenues and expenses during the reporting period.  Actual     
results could differ from those estimates.    
    
Revenue recognition    
    
     Sales are recorded upon shipment.  The Company allows its customers     
to return product for exchange or credit subject to certain limitations.     
Provision for estimated losses on such returns are recorded at the time     
of sale (see product warranty below).  Funds received from vendors for     
marketing programs and product rebates are accounted for as a reduction     
of selling, general and administrative expenses or product cost     
according to the nature of the program.    
    
Inventories    
    
     Inventories (consisting of computer related hardware and software     
products) are stated at the lower of cost or market, cost being     
determined on the first-in, first-out (FIFO) method.    
    
Property and equipment    
    
     Property and equipment are stated at cost.  Depreciation is     
computed over the estimated economic lives using the following methods:    
    
                                               Method            Years    
                                           -------------       ---------  
     Buildings and improvements            Straight-line       31.5 - 39    
     Furniture, fixtures and equipment     Accelerated and    
                                            straight-line        3 - 7    
    
     Expenditures for renewals and improvements that significantly add     
to productive capacity or extend the useful life of an asset are capitalized.   
Expenditures for maintenance and repairs are charged to operations when    
incurred.  When assets are sold or retired, the cost of the asset and the    
related accumulated depreciation are eliminated from the accounts and any    
gain or loss is recognized at such time.    
 
                                    17    
    

<PAGE>  
    
                         TECH DATA CORPORATION AND SUBSIDIARIES    
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)    
    
    
Excess of cost over acquired net assets    
    
     The excess of cost over acquired net assets is being amortized on a     
straight-line basis over 15 years.  Amortization expense was $654,000,    
$682,000, and $31,000 in 1996, 1995 and 1994, respectively.  The accumulated    
amortization of goodwill is approximately $1,481,000 and $827,000 at    
January 31, 1996 and 1995, respectively.  In fiscal 1996, the Company   
settled a liability related to a previous acquisition and therefore recorded    
a $3,000,000 reduction in goodwill. The Company evaluates, on a regular 
basis, whether events and circumstances have occurred that indicate the
carrying amount of goodwill may warrant revision or may not be recoverable.
At January 31, 1996, the net unamortized balance of goodwill is not 
considered to be impaired.    
    
Capitalized deferred software costs    
    
     Deferred software costs are included in other assets and represent     
internal development costs and payments to vendors for the design, purchase    
and implementation of the computer software for the Company's operating and    
financial systems. Such deferred costs, are being amortized over seven years    
with amortization expense of $4,253,000 and $329,000 in 1996 and 1995,   
respectively.  The accumulated amortization of such costs was $4,582,000    
and $329,000 at January 31, 1996 and 1995, respectively.    
    
Product warranty    
    
     The Company does not offer warranty coverage.  However, to maintain     
customer goodwill, the Company facilitates vendor warranty policies by    
accepting for exchange (with the Company's prior approval) defective products   
within 60 days of invoicing. Defective products received by the Company are    
subsequently returned to the vendor for credit or replacement.    
    
Income taxes    
    
     Income taxes are accounted for under the liability method.  Deferred    
taxes reflect the tax consequences on future years of differences between the   
tax bases of assets and liabilities and their financial reporting amounts.    
    
Foreign currency translation    
    
     The assets and liabilities of foreign operations are translated at     
the exchange rates in effect at the balance sheet date, with the related     
translation gains or losses reported as a separate component of shareholders'
equity.  The results of foreign operations are translated at the weighted    
average exchange rates for the year.  Gains or losses resulting from     
foreign currency transactions are included in the statement of income.    
    
    
Concentration of credit risk    
    
     The Company sells its products to a large base of value-added resellers    
("VARs"), corporate resellers and retailers throughout the United States,   
France, Canada, Latin America and the Caribbean.  The Company performs    
ongoing credit evaluations of its customers and generally does not require    
collateral.  The Company makes provisions for estimated credit losses at the    
time of sale.    
   
Disclosures about fair value of financial instruments    
   
     Financial instruments that are subject to fair value disclosure    
requirements are carried in the consolidated financial statements at amounts    
that approximate fair value.    
 
                                    18    
 

<PAGE>    
    
                         TECH DATA CORPORATION AND SUBSIDIARIES    
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)    
    
    
Net income per common share    
    
     Net income per common share is based on the weighted average number     
of shares of common stock and common stock equivalents outstanding during 
each period.    
    
Cash management system    
    
     Under the Company's cash management system, disbursements cleared     
by the bank are reimbursed on a daily basis from the revolving credit loans.   
As a result, checks issued but not yet presented to the bank are not  
considered reductions of cash or accounts payable.  Included in accounts 
payable 
are $69,789,000 and $23,127,000 at January 31, 1996 and 1995, respectively,    
for which checks are outstanding.    
    
Statement of cash flows    
    
     Short-term investments which have an original maturity of ninety     
days or less are considered cash equivalents in the statement of cash flows.
The effect of changes in foreign exchange rates on cash balances is not    
material.  See Note 9 of Notes to Consolidated Financial Statements regarding  
the non-cash exchange of common stock in connection with a business     
combination.    
    
Fiscal year    
    
     The Company and its subsidiaries operate on a fiscal year that ends on     
January 31, except for the Company's French subsidiary which operates on a    
fiscal year that ends on December 31.    
    
NOTE 2 - PROPERTY AND EQUIPMENT:    
    
                                                           January 31,    
                                                        -----------------    
                                                          1996     1995    
                                                        -------  --------    
                                                          (In thousands)    
Land                                                    $ 3,898  $  3,629    
Buildings and improvements                               27,802    21,296    
Furniture, fixtures and equipment                        58,721    44,669    
Construction in progress                                  1,778     1,755    
                                                        -------  --------    
                                                         92,199    71,349    
Less-accumulated depreciation                           (30,589)  (20,307)    
                                                        -------  --------    
                                                        $61,610   $51,042    
                                                        =======   =======    
    
  NOTE 3 - REVOLVING CREDIT LOANS:    
    
     The Company has an agreement (the "Receivables Securitization     
Program") with a financial institution that allows the Company to transfer an
undivided interest in a designated pool of accounts receivable on an ongoing
basis to provide borrowings up to a maximum of $250,000,000 (increased from     
$200,000,000 in October 1995).  As collections reduce accounts receivable     
balances included in the pool, the Company may transfer interests in new     
receivables to bring the amount available to be borrowed up to the  
$250,000,000 maximum.  The Company pays interest on advances under the  
Receivables Securitization Program at a designated commercial paper rate, plus 
an agreed-upon spread.  At January 31, 1996, the Company had a $250,000,000    
outstanding balance under this program which is included in the balance sheet
caption "Revolving Credit Loans".  This agreement expires December 31, 1996.    
 
                                    19 
 

<PAGE> 
    
                         TECH DATA CORPORATION AND SUBSIDIARIES    
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)    
    
    
     The Company currently maintains domestic and foreign revolving     
credit loan agreements (including the Receivables Securitization Program) 
witha total of nine financial institutions which provide for maximum  
short-term borrowings of approximately $450,000,000.  At January 31, 1996 the  
weighted average interest rate on all short-term borrowings was 5.8%.  The  
Company can fix the interest rate for periods of 30 to 180 days under various  
interest rate options.  The credit agreements contain warranties and covenants  
that must be complied with on a continuing basis, including the maintenance of  
certain financial ratios. At January 31, 1996, the Company was in compliance  
with all such covenants.    
    
NOTE 4 - LONG-TERM DEBT:    
    
                                                           January 31,    
                                                        -----------------    
                                                          1996     1995    
                                                        -------  --------    
                                                          (In thousands)    
Mortgage note payable, interest at 10.25%,     
  principal and interest of $85,130 payable     
  monthly, balloon payment due 2005.                     $9,005    $9,099    
Mortgage note payable funded through Industrial     
  Revenue Bond, interest at 7.5%, principal     
  and interest payable quarterly, through 1999.             282       368    
Other note payable                                          329       757    
                                                         ------    ------    
                                                          9,616    10,224    
Less - current maturities                                  (519)     (542)    
                                                         ------    ------    
                                                         $9,097    $9,682    
                                                         ======    ======    
    
     Principal maturities of long-term debt at January 31, 1996 for the     
succeeding five fiscal years are as follows: 1997 - $519,000; 
1998 - $201,000; 1999 - $213,000; 2000 - $162,000; 2001 - $155,000.    
    
     Mortgage notes payable are secured by property and equipment with     
an original cost of approximately $12,000,000.  The Industrial Revenue Bond    
contains covenants which require the Company to maintain certain financial    
ratios with which the Company was in compliance at January 31, 1996.    
    
NOTE 5 - INCOME TAXES (In thousands):    
    
     Deferred income taxes reflect the net tax effects of temporary     
differences between the carrying amounts of assets and liabilities for    
financial reporting purposes and the amounts used for income tax     
purposes.  Significant components of the Company's deferred tax     
liabilities and assets are as follows:    
    
                                                            January 31,    
                                                        -----------------    
                                                          1996     1995    
                                                        --------  --------    
Deferred tax liabilities:    
 Accelerated depreciation                               $  4,046  $  2,158    
 Deferred revenue                                          3,164     5,324    
 Other - net                                               1,378       486    
                                                        --------  --------    
  Total deferred tax liabilities                           8,588     7,968    
                                                        --------  --------    
Deferred tax assets:    
 Accruals not currently deductible                         2,947     2,472   
 Reserves not currently deductible                        14,447     9,741   
 Capitalized inventory cost                                1,144       760    
 Other - net                                                 338         7    
                                                        --------  --------    
  Total deferred tax assets                               19,203    12,980    
                                                        --------  --------    
Net deferred tax assets (included in                     $10,615  $  5,012    
 prepaid and other assets)                               =======  ========    
 
                                      20  
 

<PAGE>   
    
                         TECH DATA CORPORATION AND SUBSIDIARIES    
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)    
    
    
     Significant components of the provision for income taxes are as     
follows:    
    

<TABLE> 
<CAPTION>    
                                                                   January 31,
                                                          -----------------------------    
                                                            1996       1995     1994    
                                                          -------    -------   -------    
<S>                                                       <C>        <C>       <C> 
Current: 
 Federal                                                  $15,107    $19,670   $17,179    
 State                                                      2,932      3,748     3,347    
 Foreign                                                    1,541        985           
                                                           -------    -------   -------    
  Total current                                            19,580     24,403    20,526    
Deferred:                                                 -------    -------    -------    
 Federal                                                   (4,656)    (1,677)     (627)    
 State                                                       (625)       (62)     (125)    
 Foreign                                                     (322)                                                              
                                                          -------    -------    -------    
  Total deferred                                           (5,603)    (1,739)     (752)    
                                                          -------    -------   -------    
                                                          $13,977    $22,664   $19,774    
                                                          =======    =======   =======   
</TABLE>
 
    
     The reconciliation of income tax attributable to continuing operations    
computed at the U.S. federal statutory tax rates to income tax expense    
is as follows:    
    

<TABLE> 
<CAPTION>    
                                                                    January 31,    
                                                         -----------------------------    
                                                            1996       1995     1994    
                                                          -------    -------   -------    
<S>                                                        <C>         <C>      <C> 
Tax at U.S. statutory rates                                35.0%       35.0%    35.0%    
State income taxes, net of federal tax benefit              4.2         4.2      4.2    
Other - net                                                  .2          .2       .4    
                                                           ----        ----     ----    
                                                           39.4%       39.4%    39.6%    
                                                           ====        ====     ====    
</TABLE>
 
    
     The components of pretax earnings are as follows:    
    

<TABLE> 
<CAPTION>    
                                                                   January 31,  
                                                          ----------------------------    
                                                            1996       1995    1994    
                                                          -------    -------   -------    
<S>                                                       <C>        <C>       <C> 
United States                                             $33,164    $55,155   $49,987    
Foreign                                                     2,354      2,421     -    
                                                          -------    -------   -------    
                                                          $35,518    $57,576   $49,987    
                                                          =======    =======   =======    
</TABLE>
 
  
                                    21    
    

<PAGE> 
    
                         TECH DATA CORPORATION AND SUBSIDIARIES    
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)    
    
    
NOTE 6 - EMPLOYEE BENEFIT PLANS:    
    
Stock Option Plans    
    
     In August 1985, the Board of Directors adopted the 1985 Incentive     
Stock Option Plan (the "1985 Plan"), which covers an aggregate of 1,050,000    
shares of common stock.  The options were granted to certain officers and    
key employees at or above fair market value; accordingly, no compensation    
expense has been recorded with respect to these options.  Options are    
exercisable beginning two years from the date of grant only if the grantee    
is an employee of the Company at that time.  No options may be granted under    
the 1985 Plan after July 31, 1995.    
    
     In June 1990, the shareholders approved the 1990 Incentive and Non-    
Statutory Stock Option Plan (the "1990 Plan") which covers an aggregate of    
5,000,000  shares (as amended in June 1994) of common stock.  The 1990 Plan    
provides for the granting of incentive and non-statutory stock options,    
stock appreciation rights ("SARs") and limited stock appreciation rights    
("Limited SARs") at prices determined by the stock option committee, except    
for incentive stock options which are granted at the fair market value of the
stock on the date of grant.  Incentive options granted under the 1990 Plan    
become exercisable over a five year period while the date of exercise of    
non-statutory options is determined by the stock option committee.  As of    
January 31, 1996, no SARs or Limited SARs had been granted under the 1990    
Plan.  Options granted under the 1985 Plan and the 1990 Plan expire 10 years    
from the date of grant, unless a shorter period is specified by the stock    
option committee.     
    
     In June 1995, the shareholders approved the 1995 Non-Employee     
Director's Non-Statutory Stock Option Plan.  Under this plan, the Company    
grants non-employee members of its Board of Directors stock options upon    
their initial appointment to the board and then annually each year 
thereafter. Stock options granted to members upon their initial appointment 
vest and become exercisable at a rate of 20% per year.  Annual awards vest and
become exercisable one year from the date of grant. The number of shares
subject to options under this plan cannot exceed 100,000 and the options
expire 10 years from the date of grant.    
    
     A summary of the status of the Company's stock option plans is as     
follows:    
 

<TABLE> 
<CAPTION>    
                                       January 31,        January 31,            January 31,    
                                         1996                1995                   1994    
                                   -------------------  ------------------   ------------------    
                                             Weighted             Weighted             Weighted    
                                              Average             Average              Average    
                                     Shares  Exercise     Shares  Exercise     Shares  Exercise    
                                               Price                Price              Price    
                                   -------------------  -------------------  -------------------    
<S>                                <C>        <C>       <C>        <C>        <C>      <C> 
Outstanding at beginning of year   2,644,056  $15.62    1,515,956  $11.02     842,360  $  6.13    
Granted                            1,683,450   12.91    1,372,500   19.94     979,000    13.21    
Exercised                            (79,800)   8.53     (116,900)   5.83    (226,804)    2.76    
Canceled                          (1,166,596)  18.45     (127,500)  15.02     (78,600)    9.86    
                                  ----------  ------    ---------  ------   --------   -------    
Outstanding at year end            3,081,110   13.31    2,644,056   15.62   1,515,956    11.02    
                                  ==========  ======    =========  ======   =========  =======    
    
Options exercisable at year end      494,460              180,660             127,960    
    
Available for grant at year end    1,785,000            2,351,000           1,596,000    
    
</TABLE>
 
                                       22    
    

<PAGE>    
    
                         TECH DATA CORPORATION AND SUBSIDIARIES    
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)    
    
    
     In 1995, the Financial Accounting Standards Board issued Statement     
of Financial Accounting Standards No. 123, "Accounting for Stock-Based    
Compensation" ("FAS 123"), which is effective for the Company's fiscal year    
ending January 31, 1997. FAS 123 encourages, but does not require, companies    
to recognize compensation expense based on the fair value of grants of stock,   
stock options and other equity investments to employees.  Although expense    
recognition for employee stock-based compensation is not mandatory, FAS 123    
requires that companies not adopting must disclose pro forma net income and    
earnings per share.  The Company will continue to apply the prior accounting    
rules and make pro forma disclosures in 1997.    
    
Stock Ownership and Retirement Savings Plan    
    
     In February 1984, the Company established an employee stock     
ownership plan (the "ESOP") covering substantially all U.S. employees.  The  
ESOP provides for distribution of vested percentages of the Company's common  
stock to participants. Such benefit becomes fully vested after seven years of   
qualified service.  The Company also offers its U.S. employees a retirement  
savings plan pursuant to section 401(k) of the Internal Revenue Code which  
provides for the Company to match 50% of the first $1,000 of each 
participant's 
deferrals annually.  Contributions to these plans are made in amounts  
approved annually by the Board of Directors.  Aggregate contributions made  
by the Company to these plans were $1,659,000, $1,268,000 and $829,000 for  
1996, 1995 and 1994, respectively.    
    
Employee Stock Purchase Plan    
    
     Under the 1995 Employee Stock Purchase Plan, approved in June 1995,     
the Company is authorized to issue up to 1,000,000 shares of common stock 
to eligible employees. Under the terms of the plan, employees can choose to
have a fixed dollar amount deducted from their compensation to purchase the    
Company's common stock and/or elect to purchase shares once per calendar    
quarter.  The purchase price of the stock is 85% of the market value on the    
exercise date and employees are limited to a maximum purchase of $25,000
fair market value each calendar year.  Since plan inception, the Company has
sold 43,061 shares.  All shares purchased under this plan must be retained 
for a period of one year.    
    
NOTE 7 - CAPITAL STOCK:    
         
     Each outstanding share of preferred stock is entitled to one vote     
on all matters submitted to a vote of shareholders, except for matters    
involving mergers, the sale of all Company assets, amendments to the     
Company's charter and exchanges of Company stock for stock of another     
company which require approval by a majority of each class of capital stock. 
In such matters, the preferred and common shareholders will each vote as  
a separate class.    
    
                                     23    
    

<PAGE>   
 
                         TECH DATA CORPORATION AND SUBSIDIARIES    
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)    
    
    
NOTE 8 - COMMITMENTS AND CONTINGENCIES:    
    
Operating leases    
         
     The Company leases distribution facilities and certain equipment     
under noncancelable operating leases which expire at various dates through    
2005.  Future minimum lease payments under all such leases     
for the succeeding five fiscal years are as follows: 1997 - $7,921,000;     
1998 - $6,892,000; 1999 - $4,080,000; 2000 - $3,671,000; 2001 - $3,252,000  
and $7,296,000 thereafter.  Rental expense for all operating leases amounted 
to $7,547,000, $6,500,000 and $4,490,000 in 1996, 1995 and 1994,  
respectively.    
    
    
NOTE 9 - ACQUISITIONS:    
    
     On March 24, 1994, the Company completed the non-cash exchange of     
1,144,000 shares of its common stock for all of the outstanding capital 
stock of Softmart International, S.A. (subsequently named Tech Data, SNC), a    
privately-held distributor of microcomputer products based in Paris, France.   
The acquisition was accounted for as a pooling-of-interests effective    
February 1, 1994, however, due to the immaterial size of the acquisition    
in relation to the consolidated financial statements, prior period financial    
statements were not restated. In connection with the issuance of the 
1,144,000 shares of common stock, the Company recorded an adjustment of 
$9,681,000 to beginning retained earnings.    
    
NOTE 10 - SEGMENT INFORMATION:    
    
     The Company is engaged in one business segment, the wholesale     
distribution of microcomputer hardware and software products.  The 
geographic areas in which the Company operates are the United States 
(United States including exports to Latin America and the Caribbean) and
International (France and Canada).  The geographical distribution of net 
sales, operating income and identifiable assets are as follows 
(in thousands):    
 

<TABLE> 
<CAPTION>    
                                    United States   International   Eliminations  Consolidated    
1996                                -------------   -------------   ------------  ------------     
<S>                                   <C>              <C>            <C>           <C> 
Net sales to unaffiliated customers   $2,654,750       $431,870       $    -        $3,086,620    
                                      ==========       ========       ===========   ==========    
Operating income                      $   48,419       $  7,185       $    -        $   55,604    
                                      ==========       ========       ===========   ==========    
Identifiable assets                   $  868,910       $174,969       $    -        $1,043,879    
                                      ==========       ========       ===========   ==========    
<CAPTION> 
 
1995    
<S>                                   <C>              <C>            <C>           <C> 
Net sales to unaffiliated customers   $2,104,637       $313,773       $    -        $2,418,410    
                                      ==========       ========       ===========   ==========    
Operating income                      $   65,349       $  5,988       $    -        $   71,337    
                                      ==========       ========       ===========   ==========    
Identifiable assets                   $  677,910       $109,703       $  (3,184)    $  784,429    
                                      ==========       ========       ===========   ==========    
</TABLE>
 
 
                                        24 
 

<PAGE> 
  
                         TECH DATA CORPORATION AND SUBSIDIARIES    
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)    
    
    
NOTE 11 - UNAUDITED INTERIM FINANCIAL INFORMATION:    
    

<TABLE> 
<CAPTION>    
                                                         Quarter ended                                        
                                    ------------------------------------------------------    
                                      April 30     July 31      October 31     January 31    
                                    -----------   ---------   -------------   ------------    
Fiscal year 1996                           (In thousands, except per share amounts)    
<S>                                  <C>           <C>          <C>             <C> 
Net sales                            $633,460      $708,836     $843,286        $901,038    
Gross profit                           46,216        50,113       58,685          64,380    
Net income                              1,849         3,448        7,042           9,202    
Net income per common share               .05           .09          .18             .24    
    
<CAPTION>    
                                                          Quarter ended    
                                    ------------------------------------------------------    
                                      April 30     July 31      October 31     January 31    
                                    -----------   ---------   -------------   ------------    
Fiscal year 1995                           (In thousands, except per share amounts)    
<S>                                  <C>           <C>          <C>             <C> 
Net sales                            $530,469      $569,655     $658,341        $659,945    
Gross profit                           45,157        47,778       53,815          52,538    
Net income                              9,225         9,603       10,295           5,789    
Net income per common share               .24           .25          .27             .15    
    
</TABLE>
 
    

I
TEM 9.  Changes in and Disagreements with Accountants on Accounting and  
Financial Disclosure    
    
None.    
    
                                        25    
    

<PAGE>    
    

                               PART III    
    

ITEM 10.  Directors and Executive Officers of the Registrant    
    
     The information required by Item 10 relating to executive officers     
of the registrant is included under the caption "Executive Officers" of     

Item 1 of this Form 10-K.  The information required by Item 10 relating to     
Directors of the registrant is incorporated herein by reference to the     
registrant's definitive proxy statement for the 1996 Annual Meeting of     
Shareholders.  However, the information included in such definitive proxy     
statement under the subcaption entitled "Grant Date Present Value" in     
the table entitled "Option Grants in Last Fiscal Year", the information     
included under the caption entitled "Compensation Committee Report on     
Executive Compensation", and the information included in the "Stock     
Price Performance Graph" shall not be deemed incorporated by reference     
in this Form 10-K and shall not otherwise be deemed filed under the     
Securities Act of 1933, as amended, or under the Securities Exchange Act     
of 1934, as amended.  The definitive proxy statement for the 1996 Annual     
Meeting of Shareholders will be filed with the Commission prior to    
May 31, 1996.    
    

ITEMS 11, 12 and 13.  
  
     The information required by Items 11, 12 and 13 is incorporated herein   
by reference to the registrant's definitive proxy statement for the 1996   
Annual Meeting of Shareholders.  However, the information included in such   
definitive proxy statement under the subcaption entitled "Grant Date Present   
Value" in the table entitled "Option Grants in Last Fiscal Year", the   
information included under the caption entitled "Compensation Committee   
Report on Executive Compensation", and the information included in the   
"Stock Price Performance Graph" shall not be deemed incorporated by   
reference in this Form 10-K and shall not otherwise be deemed filed   
under the Securities Act of 1933, as amended, or under the Securities     
Exchange Act of 1934, as amended.  The definitive proxy statement for the 
1996 Annual Meeting of Shareholders will be filed with the Commission prior 
to May 31, 1996.    
  

                                 PART IV    
    

ITEM 14.  Exhibits, Financial Statement Schedule, and Reports on Form 8-K    
    
     (a)  Listed below are the financial statements and the schedule     
filed as part of this report:    
    
Financial Statements                                                  Page   
  Report of Independent Certified Public Accountants                   13    
    
  Consolidated Balance Sheet at January 31, 1996 and 1995              14    
    
  Consolidated Statement of Income for the three years     
   ended January 31, 1996                                              15    
    
  Consolidated Statement of Changes in Shareholders'  Equity     
   for the three years ended January 31, 1996                          15    
    
  Consolidated Statement of Cash Flows for the three years ended     
   January 31, 1996                                                    16    
                      
  Notes to Consolidated Financial Statements                           17    
    
Financial Statement Schedule    

  Report of Independent Certified Public Accountants on Financial     
   Statement Schedule                                                  29    
    
  Schedule II. -- Valuation and qualifying accounts                    30    
    
     All schedules and exhibits not included are not applicable, not     
required or would contain information which is shown in the financial     
statements or notes thereto.    
    
     (b) The Company was not required to file a report on Form 8-K     
during the fiscal year ended January 31, 1996.    
 
                                   26 
 

<PAGE> 
    
     (c)  the exhibit numbers on the following list correspond to the     
numbers in the exhibit table required     
pursuant to Item 601 of Regulation S-K.    
    
     3-A(1)   -- Articles of Incorporation of the Company as amended     
                 to April 23, 1986.    
    
     3-B(2)   -- Articles of Amendment to Articles of Incorporation     
                 of the Company filed on August 27, 1987.    
    
     3-C(3)   -- By-Laws of the Company as amended to November 28, 1995.    
    
     3-F(9)   -- Articles of Amendment to Articles of Incorporation of the     
                 Company filed on July 15, 1993.    
    
    10-F(4)   -- Incentive Stock Option Plan, as amended, and form of     
                 option agreement.    
    
    10-G(10)  -- Employee Stock Ownership Plan as amended December 16, 1994.    
    
    10-V(5)   -- Employment Agreement between the Company and Edward C.  
                 Raymund dated as of January 31, 1991.    
    
    10-W(5)   -- Irrevocable Proxy and Escrow Agreement dated April 5, 1991.    
    
    10-X(6)   -- First Amendment to the Employment Agreement between the   
                 Company and Edward C. Raymund dated November 13, 1992.    
    
    10-Y(6)   -- First Amendment in the nature of a Complete Substitution     
                 to the Irrevocable Proxy and Escrow Agreement dated     
                 November 13, 1992.    

    
    10-Z(7)   -- 1990 Incentive and Non-Statutory Stock Option Plan.    
    
    10-AA(7)  -- Non-Statutory Stock Option Grant Form.    
    
    10-BB(7)  -- Incentive Stock Option Grant Form.    
    
    10-CC(8)  -- Employment Agreement between the Company and Steven A.  
                 Raymund dated February 1, 1992.    
    
    10-EE(10) -- Retirement Savings Plan as amended January 26, 1994.    
    
    10-FF(9)  -- Revolving Credit and Reimbursement Agreement dated     
                 December 22, 1993.    
    
    10-GG(9)  -- Transfer and Administration Agreement dated     
                 December 22, 1993.    
    
    10-HH(10) -- Amendments (Nos. 1-4) to the Transfer and Administration    
                 Agreement.    
    
    10-II(10) -- Amended and  Restated Revolving Credit and Reimbursement     
                 Agreement dated July 28, 1994, as amended.    
    
    10-JJ(10) -- Revolving Foreign Currency Agreement dated August 4, 1994,     
                 as amended.    
    
    10-KK(3)  -- Amendments (Nos. 5,6) to the Transfer and Administration    
                 Agreement.    
    
    10-LL(3)  -- Amendments (Nos. 3-5) to the Amended and  Restated Revolving   
                 Credit and Reimbursement Agreement dated July 28, 1994,    
                 as amended.    
    
    10-MM(3)  -- Amendments (Nos. 3-5) to the Revolving Foreign Currency   
                 Agreement dated August 4, 1994, as amended.    
    
    10-NN(12) -- Non-Employee Directors' 1995 Non-Statutory Stock Option Plan  
  
    10-OO(12) -- 1995 Employee Stock Purchase Plan  

    10-PP(3)  -- Employment Agreement between the Company and A. Timothy Godwin
                 dated as of December 5, 1995.
  
    21(3)     -- Subsidiaries of Registrant.     
    
    99-A(11)  -- Cautionary Statement For Purposes of the "Safe Harbor"   
                 Provisions of the Private Securities Litigation Reform Act   
                 of 1995.   
- --------------    
  
                                   27   

<PAGE> 
    
    
(1)  Incorporated by reference to the Exhibits included in the Company's     
     Registration Statement on Form S-1, File No. 33-4135.    
(2)  Incorporated by reference to the Exhibits included in the Company's    
     Registration Statement on Form S-1, File No. 33-21997.    
(3)  Filed herewith.    
(4)  Incorporated by reference to the Exhibits included in the     
     Company's Registration Statement on Form S-8, File No. 33-21879.    
(5)  Incorporated by reference to the Exhibits included in the     
     Company's Form 10-Q for the quarter ended July 31, 1991,     
     File No. 0-14625.    
(6)  Incorporated by reference to the Exhibits included in the Company's     
     Form 10-Q for the quarter ended October 31, 1992, File No. 0-14625.    
(7)  Incorporated by reference to the Exhibits included in the     
     Company's Registration Statement on Form S-8, File No. 33-41074.    
(8)  Incorporated by reference to the Exhibits included in the     
     Company's Form 10-K for the year ended January 31, 1993, File  
     No. 0-14625.   
(9)  Incorporated by reference to the Exhibits included in the Company's     
     Form 10-K for the year ended January 31, 1994, File No. 0-14625.    
(10) Incorporated by reference to the Exhibits included in the     
     Company's Form 10-K for the year ended January 31, 1995, File  
     No. 0-14625.    
(11) Incorporated by reference to the Exhibits included in the     
     Company's Form 8-K filed on March 26, 1996, File No. 0-14625.    
(12) Incorporated by reference to the Exhibits included in the Company's   
     Definitive Proxy Statement for the 1995 Annual Meeting of Shareholders.  
      
                               28 

<PAGE> 
    

          REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON    
                       FINANCIAL STATEMENT SCHEDULE    
    
    
To the Board of Directors    
of Tech Data Corporation    
    
     Our audits of the consolidated financial statements referred to in    
our report dated March 15, 1996 appearing on page 13 of this Form 10-K of    
Tech Data Corporation also included an audit of the Financial     
Statement Schedule listed in Item 14 of this Form 10-K.  In our opinion,    
this Financial Statement Schedule presents fairly, in all material respects,   
the information set forth therein when read in conjunction with the related    
consolidated financial statements.    
    
    
    
    
    
PRICE WATERHOUSE LLP    
Tampa, Florida    
March 15, 1996    

    
    
            CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS    
    
     We hereby consent to the incorporation by reference in the     
Prospectus constituting part of the Registration Statements on Form S-8    
(Nos. 33-21879 and 33-41074) and Form S-3 (No. 33-75788) of Tech Data    
Corporation  of our report dated March 15, 1996 appearing on page 13 of this    
Form 10-K.  We also consent to the incorporation by reference of our report    
on the Financial Statement Schedule appearing above.    
    
    
    
    
    
PRICE WATERHOUSE LLP    
Tampa, Florida    
April 16, 1996    
    
                                    29    
    

<PAGE>    
    
                    TECH DATA CORPORATION AND SUBSIDIARIES    
                      VALUATION AND QUALIFYING ACCOUNTS    
                               (In thousands)    

<TABLE> 
<CAPTION>    
                                   Additions                                             Balance    
                                  Balance at     Charged to                              at end    
                                   beginning      cost and                                 of    
Description                        of period      expenses    Other(1)     Deductions    period    
- -----------                        ---------     ----------   -------      ----------    ------   
<S>                                  <C>          <C>         <C>          <C>           <C> 
Allowance for doubtful accounts    
   receivable and sales returns:    
January 31,    
     1996                            $16,580      $17,433     $4,538       $(15,882)     $22,669    
     1995                              8,580       18,965        920        (11,885)      16,580    
     1994                              5,791       11,346        441         (8,998)       8,580    
__________        
(1) Represents bad debt recoveries.    
    
</TABLE>
 
                                    30   
    

<PAGE>   
    

                                  SIGNATURES    
    
     Pursuant to the requirements of Section 13 or 15(d) of the     
Securities Exchange Act of 1934, the registrant has duly caused this    
 report to be signed on its behalf by the undersigned, thereunto duly     
authorized on the 16th day of April 1996.    
                   
                                        TECH DATA CORPORATION    
    
                                        By  /s/  STEVEN A. RAYMUND     
                                            -------------------------    
                                                 Steven A. Raymund,    
                                          Chairman of the Board of Directors;   
                                               Chief Executive Officer    
    
                              POWER OF ATTORNEY    
    
     Each person whose signature to this Annual Report on Form 10-K     
appears below hereby appoints Jeffery P. Howells and Arthur W. Singleton, or    
either of them, as his attorney-in-fact to sign on his behalf individually 
and in the capacity stated below and to file all amendments and  
post-effective amendments to this Annual Report on Form 10-K, and any and all 
instruments or documents filed as a part of or in connection with this Annual  
Report on Form 10-K or the amendments thereto, and the attorney-in-fact, or  
either of them, may make such changes and additions to this Annual Report on  
Form 10-K as the attorney-in-fact, or either of them, may deem necessary or  
appropriate.    
    
     Pursuant to the requirements of the Securities Exchange Act of 1934,     
this report has been signed below by the following persons on behalf of the     
registrant and in the capacities and on the dates indicated.    
    
     Signature                         Title                        Date    
  -------------                    -------------                  -------- 
 
/s/ STEVEN A. RAYMUND          Chairman of the Board of        April 16, 1996   
- ------------------------        Directors; Chief Executiver    
Steven A. Raymund               Officer       
    
/s/ A. TIMOTHY GODWIN          Vice Chairman; President;       April 16, 1996   
- ------------------------        Chief Operating Officer;    
A. Timothy Godwin               Director    
    
/s/ JEFFERY P. HOWELLS         Senior Vice President of        April 16, 1996   
- ------------------------        Finance; Chief Financial     
Jeffery P. Howells              Officer; (principal financial     
                                officer) 
    
/s/ JOSEPH B. TREPANI          Vice President and Worldwide    April 16, 1996   
- -----------------------         Controller; (principal     
Joseph B. Trepani               accounting officer)    
    
/s/ CHARLES E. ADAIR           Director                        April 16, 1996   
- ----------------------    
Charles E. Adair    
    
/s/ DANIEL M. DOYLE            Director                        April 16, 1996   
- ---------------------    
Daniel M. Doyle    
    
/s/ DONALD F. DUNN             Director                        April 16, 1996   
- --------------------    
Donald F. Dunn    
    
/s/ LEWIS J. DUNN              Director                        April 16, 1996   
- --------------------    
Lewis J. Dunn         
    
/s/ EDWARD C. RAYMUND          Director; Chairman Emeritus     April 16, 1996   
- ---------------------    
Edward C. Raymund    
    
/s/ JOHN Y. WILLIAMS           Director                        April 16, 1996   
- ---------------------    
John Y. Williams                        
                                    31    
 
 



 

<PAGE> 

                                                                EXHIBIT 3-C 
 
                                AMENDMENT TO BYLAWS  
 
                                         OF  
 
                                TECH DATA CORPORATION  
  
     The Bylaws of TECH DATA CORPORATION were amended at the fourth quarter  
1995 meeting of the Board of Directors held on March 28, 1995.  
  
     1.     The first sentence of Section 3.2 of Article Three - Directors  
shall be and hereby is amended to read as follows:  
  
                                  ARTICLE THREE  
 
                                    DIRECTORS 
  
     "3.2     Number of Directors; Quorum.  The Board of Directors shall  
consist of eight members."  
 

<PAGE>  
  
                                AMENDMENT TO BYLAWS  
 
                                         OF  
  
                                TECH DATA CORPORATION  
  
  
  
     The Bylaws of TECH DATA CORPORATION were amended at the second quarter  
1995 meeting of the Board of Directors held on August 22, 1994.  
 
     1.     The first sentence of Section 3.2 of Article Three - Directors  
shall be and hereby is amended to read as follows:  
  
                                  ARTICLE THREE  
  
                                    DIRECTORS  
  
     "3.2     Number of Directors; Quorum.  The Board of Directors shall  
consist of seven members."  
 

<PAGE>  
  
                                AMENDMENT TO BYLAWS  
 
                                         OF  
  
                                TECH DATA CORPORATION  
  
  
    The Bylaws of TECH DATA CORPORATION were amended at the regular quarterly   
meeting of the Board of Directors held on March 20, 1992.  
  
    1.     The first section of Section 3.2 of Article Three - Directors  
shall be amended to read as follows:  
  
                                  ARTICLE THREE  
  
                                    DIRECTORS  
  
     "3.2     Number of Directors; Quorum.  The Board of Directors shall  
consist of six members."  
 

<PAGE> 
  
                                AMENDMENT
 TO BYLAWS  
 
                                         OF  
  
                                TECH DATA CORPORATION  
  
  
    The Bylaws of TECH DATA CORPORATION were amended at the regular quarterly   
meeting of the Board of Directors held on August 19, 1991.  
  
    1.     The first section of Section 3.2 of Article Three - Directors  
shall be amended to read as follows:  
  
                                  ARTICLE THREE  
  
                                    DIRECTORS  
  
     "3.2     Number of Directors; Quorum. The Board of Directors shall  
consist of seven members."  
 

<PAGE>  
  
                                AMENDMENT TO BYLAWS  
  
                                         OF  
  
                                TECH DATA CORPORATION  
  
  
    The Bylaws of TECH DATA CORPORATION were amended at the regular quarterly   
meeting of the Board of Directors held on March 19, 1991.  
  
    1.     The first section of Section 3.2 of Article Three - Directors  
shall be amended to read as follows:  
  
                                  ARTICLE THREE  
  
                                    DIRECTORS  
  
     "3.2     Number of Directors; Quorum.  The Board of Directors shall  
consist of six members."  
  
  
     2.     The section 3.4 of Article Three Directors shall be deleted in its  
entirety and amended to read as follows:  
  
     "3.4     Vacancies.  The Directors may fill the place of any Director  
that may become vacant prior to the expiration of his term, such appointment  
by the Directors to continue until the expiration of the term of the Director  
whose place has become vacant and until a successor is elected.  The Directors  
may also fill the place of any Director position newly created, such   
appointment by the Directors to continue until the next annual meeting of  
shareholders and until a successor is elected."  
 

<PAGE>  
  
                                AMENDMENT TO BYLAWS  
  
                                         OF  
  
                                TECH DATA CORPORATION  
  
  
    The Bylaws of TECH DATA CORPORATION were amended at the regular quarterly   
meeting of the Board of Directors held on November 27, 1989.  
  
    1.     The first section of Section 3.2 of Article Three - Directors  
shall be amended to read as follows:  
  
                                  ARTICLE THREE  
  
                                    DIRECTORS  
  
     "3.2     Number of Directors; Quorum. The Board of Directors shall  
consist of five members."  
 

<PAGE>  
  
                                AMENDMENT TO BYLAWS  
  
                                         OF  
  
                                TECH DATA CORPORATION  
  
  
  
    The Bylaws of TECH DATA CORPORATION were amended at the regular quarterly   
meeting of the Board of Directors held on March 17, 1988.  
  
    1.     The first section of Section 3.2 of Article Three - Directors  
shall be amended to read as follows:  
  
                                  ARTICLE THREE  
  
                                    DIRECTORS  
  
     "3.2     Number of Directors; Quorum. The Board of Directors shall  
consist of six members."  
  

<PAGE>  
  
  
                                     BY-LAWS  
  
                                       OF  
  
                                TECH DATA CORPORATION  
  
  
  
                                  ARTICLE ONE  
  
                                    OFFICES  
  
     The Corporation shall at all times maintain a registered office in the  
State of Florida and a registered agent at that address but may have other  
offices located within or outside the State of Florida as the Board of  
Directors may determine.  
  
  
                                  ARTICLE TWO  
  
                             SHAREHOLDERS MEETINGS  
  
     2.1     Annual Meeting.  A meeting of shareholders of the Corporation  
shall be held annually, within five months of the end of each fiscal year of  
the Corporation.  The annual meeting shall be held at such time and place and  
on such date as the Directors shall determine from time to time and as shall  
be specified in the notice of the meeting.  In no case may an annual meeting   
be more than thirteen months after the preceding annual meeting.  
  
     2.2     Special Meetings.  Special meetings of the shareholders may be  
called at any time by the Directors, the President or any holder or holders of  
as much as ten percent of the outstanding capital stock of the Corporation.   
Special meetings shall be held at such a time and place and on such date as  
shall be specified in the notice of the meeting.  
  
     2.3     Place.  Annual or special meetings of shareholders may be held  
within or without the State of Florida.  
  
     2.4     Notice. Notice of annual or special shareholders meetings stating  
the place, day and hour of the meeting shall be given in writing not less than  
ten nor more than sixty days before the date of the meeting, either mailed to  
the last known address or personally given to each shareholder.  Notice of any  
special meeting of shareholders shall state the purpose or purposes for which  
the meeting is called.  The notice of any meeting at which amendments to   
or restatements of the Articles of Incorporation, merger or consolidation of  
the Corporation, or the disposition of corporate assets requiring shareholder  
approval are to be considered shall state such purpose, and shall further  
comply with all requirements of law.  Notice of a meeting may be waived by an  
instrument in writing executed before or after the meeting.  The waiver   
need not specify the purpose of the meeting or the business transacted.  
  
     2.5     Quorum.  At all meetings of shareholders, a majority of the  
outstanding shares of stock shall constitute a quorum for the transaction of  
business, and no resolution or business shall be transacted without the  
favorable vote of the holders of a majority of the shares represented at  
                                   
 

<PAGE> 
 
the meeting and entitled to vote.  A lesser number may adjourn from day to  
day, and shall announce the time and place to which the meeting is adjourned.  
Notice of any adjourned meeting need only be given by announcement at the  
meeting at which the adjournment is taken.  
  
     2.6     Proxies, Required Vote.  At every meeting of the shareholders,  
including meetings of shareholders for the election of Directors, any  
shareholder having the right to vote shall be entitled to vote in person or by  
proxy, but no proxy shall be voted after eleven months from its date, unless  
said proxy provides for a longer period.  Each shareholder shall have one vote  
for each share of stock having voting power, registered in his name on the  
books of the Corporation.  If a quorum is present, the affirmative vote of the  
majority of the shares represented at the meeting and entitled to vote on the  
subject matter shall be the act of the shareholders, except as otherwise  
provided by law, by the Articles of Incorporation, or by these By-Laws.  
  
     2.7     Presiding Officer and Secretary.  At every meeting of  
shareholders, the Chairman of the Board, or in his absence or if there be none  
the President, or in his absence a Vice President, or, if none be present, the  
appointee of the meeting, shall preside.  The Secretary, or in his absence an  
Assistant Secretary, or if none be present, the appointee of the presiding  
officer of the meeting, shall act as Secretary to the meeting.  
  
     2.8     Shareholder List.  The officer or agent having charge of the  
stock transfer books of the Corporation shall produce for inspection of any  
shareholder at, and continuously during, every meeting of the shareholder, a  
complete alphabetical list of shareholders showing the address and share  
holdings of each shareholder.  If the record of shareholders readily  
shows such information, it may be produced in lieu of such a list.  
  
     2.9     Action in Lieu of Meeting.  Any action to be taken at a meeting  
of the shareholders of the Corporation, or any action that may be taken at a  
meeting of the shareholders, may be taken without a meeting, without prior  
notice, and without a vote if a consent in writing, setting   
forth the action so taken, shall be signed by the holders of outstanding stock  
having not less than the minimum number of votes that would be necessary to  
authorize or take such action at a meeting at which all shares entitled to  
vote thereon were present and voted.  If any class of  shares is entitled to  
vote thereon as a class, such written consent shall be required of the holders  
of a majority of the shares of each class of shares entitled to vote as a  
class thereon and of the total shares entitled to vote thereon.  
  
     Within 10 days after obtaining such authorization by written consent,  
notice must be given to those shareholders who have not consented in writing.   
The notice shall fairly summarize the material features of the authorized  
action and, if the action be a merger, consolidation, or sale or exchange of  
assets for which dissenters rights are provided by law, the notice  
shall contain a clear statement of the rights of shareholders dissenting  
therefrom.  
                                       2  

<PAGE> 
  
                                  ARTICLE THREE  
  
                                    DIRECTORS  
  
     3.1     Management.  Subject to these By-Laws, or any lawful agreement  
between the shareholders, the full and entire management of the affairs and  
business of the Corporation shall be vested in the Board of Directors, which  
shall have and exercise all of the powers that may be exercised or performed  
by the Corporation.  
  
     3.2     Number of Directors; Quorum.  The Board of Directors shall  
consist of five members.  A majority of said Directors shall constitute a  
quorum for the transaction of business.  All resolutions adopted and all  
business transacted by the Board of Directors shall require the   
affirmative vote of a majority of the Directors present at the meeting.  
  
     3.3     Classification of Board of Directors.  The directors are hereby  
divided into three classes, each class to consist, as nearly as may be, of  
one-third of the number of directors then constituting the whole board.  The  
term of office of those of the first class shall expire at the   
annual meeting next ensuing.  The term of office of the second class shall  
expire one year thereafter.  The term of office of the third class shall  
expire two years thereafter.  At each succeeding annual election, the  
directors elected shall be chosen for a full term of three years to   
succeed those whose terms expire.  A Director need not be a shareholder.  
  
     3.4     Vacancies.  The Directors may fill the place of any Director that  
may become vacant prior to the expiration of his term, such appointment by the  
Directors to continue until the expiration of the term of the Director whose  
place has become vacant and until a successor is elected.  
  
     3.5     Election of Directors.  Directors shall be elected at the annual  
meeting of shareholders, at a special meeting in lieu of the annual meeting of  
shareholders, or by written consent pursuant to Section 2.9 hereof.  The  
Directors shall serve until their successors are elected.  If the annual  
election of Directors is not held on the date designated therefor, the  
Directors shall cause such election to be held as soon thereafter as  
convenient.  
  
     3.6     Removal.  Any Director may be removed from office, with or  
without cause upon the majority vote of the shareholders, at a meeting with  
respect to which notice of such purpose is given.  
  
     3.7     Resignation.  Any Director may resign at any time either orally  
at any meeting of the Board of Directors or by so advising the Chairman of the  
Board, if any, or the President or by giving written notice to the  
Corporation.  A Director who resigns may postpone the effectiveness of   
his resignation to a future date or upon the occurrence of a future event  
specified in a written tender of resignation.  If no time of effectiveness is  
specified therein, a resignation shall be effective upon tender.  A vacancy  
shall be deemed to exist at the time a resignation is tendered, and the Board  
of Directors or the shareholders may, then or thereafter, elect  
to appoint a successor to take office when the resignation by its terms  
becomes effective.  
  
     3.8     Compensation.  Directors may be allowed such compensation for  
attendance at regular or special meetings of the Board of Directors and of any  
special or standing committees thereof as may be determined from time to time  
by resolution of the Board of Directors.  
                                       3 
 

<PAGE> 
 
                                  ARTICLE FOUR  
  
                                    COMMITTEES  
  
     4.1     Executive Committee.  
  
     (a)     The Board of Directors may by resolution adopted by a majority of  
the entire Board designate an Executive Committee of two or more Directors.   
Each member of the Executive Committee shall hold office until the first  
meeting of the Board of Directors after the annual meeting of shareholders  
next following his election and until his successor is elected and qualified,  
or until his death, resignation or removal, or until he shall cease to be a  
Director.  
  
     (b)     During the intervals between the meetings of the Board of  
Directors, the Executive Committee may exercise all the authority of the Board  
of Directors; provided, however, that the Executive Committee shall not have  
the power to amend or repeal any resolution of the Board of directors that by  
its terms shall not be subject to amendment or repeal by the Executive   
Committee, and the Executive Committee shall not have the authority of the  
Board of Directors to (1) recommend amending the Articles of Incorporation or  
amend the By-Laws of the Corporation; (2) adopt a plan of merger or  
consolidation; (3) adopt a plan to sell, lease, exchange or otherwise dispose  
of all or substantially all the property and assets of the Corporation; or (4)  
adopt a plan for the voluntary dissolution of the Corporation; and shall not  
have the authority of the Board of  directors to revoke any of the foregoing  
acts by the Board of Directors.  
  
     (c)     The Executive Committee shall meet from time to time on call of  
the Chairman of the Board or the President or of any two or more members of  
the Executive Committee.  Meetings of the Executive Committee may be held at  
such place or places, within or without the State of Florida, as the Executive  
Committee shall determine or as may be specified or fixed in the respective  
notices or waivers of such meetings.  The Executive Committee may fix its own  
rules of procedures, including provision for notice of its meetings.  It shall  
keep a record of its proceedings and shall report these proceedings to the  
Board of Directors at the meeting thereof held next after they have been  
taken, and all such proceedings shall be subject to revision or alteration by  
the Board of Directors except to the extent that action shall have been taken  
pursuant to or in reliance upon such proceedings prior to any such revision or  
alteration.  
  
     (d)     The Executive Committee shall act by majority vote of its  
members; provided, however, that contracts or transactions of and by the  
Corporation in which officers or Directors of the Corporation are interested  
shall require the affirmative vote of a majority of the disinterested   
members of the Executive Committee, at a meeting of the Executive Committee at  
which the material facts as to the interest and as to the contract or  
transaction are disclosed or known to the members of the Executive Committee  
prior to the vote.  
  
     (e)     Members of the Executive Committee may participate in committee  
proceedings by means of conference telephone or similar communications  
equipment by means of which all persons participating in the proceedings can  
hear each other, and such participation shall constitute presence in person at  
such proceedings.  
                                       4 
 

<PAGE> 
  
     (f)     The Board of Directors, by resolution adopted in accordance with  
paragraph (a) of this section, may designate one or more Directors as  
alternate members of the Executive Committee who may act in the place and  
stead of any absent member or members at any meeting of said committee.  
  
     4.2     Other Committees.  The Board of Directors, by resolution adopted  
by a majority of the entire Board, may designate one or more additional  
committees, each committee to consist of two or more of the Directors of the  
Corporation, which shall have such name or names and shall  have and may  
exercise such powers of the Board or Directors, except the powers denied the   
Executive Committee, as may be determined from time to time by the Board of  
Directors.  Such committees shall provide for their own rules of procedure,  
subject to the same restrictions thereon as provided above for the Executive  
Committee.  
  
     4.3     Removal.  The Board of Directors shall have power at any time to  
remove any member of any committee, with or without cause, and to fill  
vacancies in and to dissolve any such committee.  
  
  
                                  ARTICLE FIVE  
  
                       MEETINGS OF THE BOARD OF DIRECTORS  
  
     5.1     Time and Place.  Meetings of the Board of Directors may be held  
at any place either within or without the State of Florida.  The Board of  
Directors shall meet immediately following the close of the annual meeting of  
shareholders at the place thereof, or at such place and time as shall be fixed  
by the consent in writing of all the Directors.  In any such case, no notice  
of such meeting to the Directors shall be necessary in order to legally  
constitute the meeting.  If in lieu of an annual meeting the shareholders act  
by written consent, then the Board shall meet as soon as is reasonably  
practicable after such consent is duly filed with the Corporation, at the call  
of the Chairman of the Board, if any, or by the President or by at least   
one-third of the Directors then in office at such time and place as shall be  
specified by written notice thereof given to each Director either by personal  
delivery or by mail, telegram, or cablegram at least two days before the  
meeting.  
  
     5.2     Regular Meetings.  Regular meetings of the Board of Directors may  
be held without notice at such time and place, within or without the State of  
Florida, as shall be determined by the Board of Directors from time to time.  
  
     5.3     Special Meetings; Notice.  Special meetings of the Board of  
Directors may be called by the Chairman of the Board or the President on not  
less than two days' written notice by mail, telegram, cablegram or personal  
delivery to each Director and shall be called by the Chairman of the Board,  
the President or the Secretary in like manner and on like notice on the   
written request of any two or more Directors.  Any such special meeting shall  
be held at such time  and place, within or without the State of Florida, as  
shall be stated in the notice of meeting.  No notice of any meeting of the  
Board of Directors need state the purposes thereof.  
  
     5.4     Waiver of Notice.  Notice of any meeting may be waived by an  
instrument in writing executed before or after the meeting.  
                                       5 
 

<PAGE> 
  
     5.5     Quorum.  At all meetings of the Board of Directors, the presence  
of a majority of the authorized number of Directors, shall be necessary and  
sufficient to constitute a quorum for the transaction of business.  Directors  
may participate in any meeting by means of conference telephone or similar  
communications equipment by means of which all persons participating in the   
meeting can hear each other, and participation in a meeting by means of such  
communications equipment shall constitute the presence in person at such  
meeting.  The act of a majority of the Directors present at any meeting at  
which there is a quorum shall be the act of the Board of Directors, except as  
may be otherwise specifically provided by law, the Articles of Incorporation,  
or these By-Laws.  In the absence of a quorum a majority of the Directors  
present at any meeting may adjourn the meeting from time to time until a  
quorum is present.  Notice of any adjourned meeting need only be given by  
announcement at the meeting at which the adjournment is taken.  
  
     5.6     Action In Lieu of Meeting.  Any action required or permitted to  
be taken at any meeting of the Board of Directors or of any committee thereof  
may be taken without a meeting if a written consent setting forth the action  
so taken is signed by all members of the Board of Directors or of such  
committee, as the case may be, and such written consent is filed with the  
minutes of the proceedings of the Board of Directors or of such committee and  
any further requirements of law pertaining to such consents have been complied  
with.  
  
     5.7     Interested Directors and Officers.  An interested Director or  
officer is one who is a party to a contract or transaction with the  
Corporation or who is an officer or Director of, or has a financial interest  
in, another corporation, partnership or association that is a party to a  
contract or transaction with the Corporation.  Contracts and transactions  
between the Corporation and one or more interested Directors or officers shall  
not be void or voidable solely because of the involvement or vote of such  
interested persons as long as (i) the contract or transaction is   
approved in good faith by the Board of Directors or appropriate committee by  
the affirmative votes of a majority of disinterested Directors, even if the  
disinterested Directors be less than a quorum, at a meeting of the Board or  
committee at which the material facts as to the interested person or persons  
and the contract or transaction are disclosed or known to the Board or  
committee prior to the vote; or (ii) the contract or transaction is approved  
in good faith by the shareholders after the material facts as to the  
interested person or persons and the contract or transaction have been   
disclosed to them; or (iii) the contract or transaction is fair as to the  
Corporation as to the time it is authorized, approved or ratified by the  
Board, committee, or shareholders. Interested Directors may be counted in  
determining the presence of a quorum at a meeting of the Board or committee  
which authorizes the contract or transaction.  
  
  
                                  ARTICLE SIX  
  
                         OFFICERS, AGENTS AND EMPLOYEES  
  
     6.1     General Provisions.  The officers of the Corporation shall be a  
President, a Secretary, and a Treasurer, and may include a Chairman of the  
Board, a Vice Chairman of the Board, one or more Vice Presidents, one or more  
Assistant Secretaries, and one or more Assistant Treasurers.  The officer  
shall be elected by the Board of Directors at the first meeting of the Board  
of Directors after the annual meeting of the shareholders in each year or  
shall be appointed as provided in these By-Laws.  The Board of Directors may  
elect other officers, agents or employees, who shall have such authority and  
perform such duties as may be prescribed by the Board of Directors.  All  
officers shall hold office until the meeting of the Board of Directors   
                                       6 
 

<PAGE> 
 
following the next annual meeting of the shareholders after their election or  
appointment and until their successors shall have been elected or appointed  
and shall have qualified.  Any two or more offices may be held by the same  
person, except the offices of President and Secretary.  Any officer, agent or  
employee of the Corporation may be removed by the Board of Directors with or   
without cause.  Such removal without cause shall be without prejudice to such  
person's contract rights, if any, but the election or appointment of any  
person as an officer, agent or employee of the Corporation shall not of itself  
create contract rights.  The compensation of officers, agents and employees  
elected by the Board of Directors shall be fixed by the Board of Directors,  
but this power may be delegated to any officer, agent or employee as to  
persons under his direction or control.  The Board of Directors may require an  
officer, agent or employee to give security for  the faithful performance of  
his duties.  
  
     6.2     Powers and Duties of the Chairman of the Board, the Vice-Chairman  
of the Board and the President.  The powers and duties of the Chairman of the  
Board, the Vice- Chairman of the Board and the President, subject to the  
supervision and control of the Board of Directors, shall be those usually  
appertaining to their respective offices and whatever other powers and duties  
are prescribed by these By-Laws or by the Board of Directors.  
  
     (a)     The Chairman of the Board shall preside at all meetings of the  
Board of Directors and at all meetings of the shareholders.  
  
     (b)     Vice-Chairman of the Board shall, in the absence or disability of  
the Chairman, perform the duties of the Chairman.  
  
     (c)     The President shall, unless otherwise provided by the Board of  
Directors, be the Chief Executive Officer of the Corporation.  He shall have  
general charge of the business and affairs of the Corporation and shall keep  
the Board of Directors fully advised.  He shall employ and discharge employees  
and agents of the Corporation, except such as shall be elected by the Board   
of Directors, and he may delegate these powers.  He shall have such powers and  
perform such duties as generally pertain to the office of the President, as  
well as such further powers and duties as may be prescribed by the Board of  
Directors.  The President may vote the shares or other securities of any other  
domestic or foreign Corporation of any type or kind that may at any time be   
owned by the Corporation, may execute any shareholder's or other consents in  
respect thereof and may in his discretion delegate such powers by executing  
proxies, or otherwise, on behalf of the Corporation.  The Board of Directors,  
by resolution from time to time, may confer like powers upon any other person  
or persons.  
  
     6.3     Powers and Duties of Vice Presidents.  Each Vice President shall  
have such powers and perform such duties as the Board of Directors or the  
President may prescribe and shall perform such other duties as may be  
prescribed by these By-Laws.  In the absence or inability to act of the  
President, unless the Board of Directors shall otherwise provide, the Vice  
President who has served in that capacity for the longest time and who shall  
be present and able to act, shall perform all duties and may exercise any of  
the powers of the President.  The performance of any such duty by a Vice  
President shall be conclusive evidence of his power to act.  
  
     6.4     Powers and Duties of the Secretary.  The Secretary shall have  
charge of the minutes of all proceedings of the shareholders and of the Board  
of Directors and shall keep the minutes of all their meetings at which he is  
present.  Except as otherwise provided by these By-Laws he shall attend to the  
                                       7 
 

<PAGE> 
 
giving of all notices to shareholders and Directors.  He shall have charge of  
the seal of the Corporation, shall attend to its use on all documents the  
execution of which on behalf of the Corporation under its seal is duly  
authorized and shall attest the same by his signature whenever required.  He  
shall have charge of the record of shareholders of the Corporation, of all  
written requests by shareholders that notices be mailed to them at an address  
other than their addresses on the record of shareholders, and of such other  
books and papers as the Board of Directors may direct. Subject to the control  
of the Board of Directors, he shall have all such powers and duties as  
generally are incident to the position of Secretary or as may be assigned to  
him by the President or the Board.  
  
     6.5     Powers and Duties of the Treasurer.  The Treasurer shall have  
charge of all funds and securities of the Corporation, shall endorse the same  
for deposit or collection when necessary and deposit the same to the credit of  
the Corporation in such banks or depositories as the Board of Directors may  
authorize.  He may endorse all commercial documents requiring endorsements for  
or on behalf of the Corporation and may sign all receipts and all commercial  
documents  requiring endorsement for or on behalf of the Corporation and may  
sign all receipts and vouchers for payments made to the Corporation.  He shall  
have all such powers and duties as generally are incident to the position of  
Treasurer or as may be assigned to him by the President or by the Board of  
Directors.  
  
     6.6     Appointment, Powers and Duties of Assistant Secretaries.   
Assistant Secretaries  may be appointed by the President or elected by the  
Board of Directors.  In the absence or inability of the Secretary to act, any  
Assistant Secretary may perform all the duties and exercise all the powers of  
the Secretary.  The performance of any such duty shall be conclusive evidence   
of his power to act.  An Assistant Secretary shall also perform such other  
duties as the Secretary  of the Board of Directors may assign to him.  
  
     6.7     Appointment, Powers and Duties of Assistant Treasurers. Assistant  
Treasurers  may be appointed by the President or elected by the Board of  
Directors.  In the absence or inability of the Treasurer to act, an Assistant  
Treasurer may perform all the duties and exercise all the powers of the  
Treasurer.  The performance or any such duty shall be conclusive evidence of   
his power to act.  An Assistant Treasurer shall also perform such other duties  
as the President of the Board of Directors may assign to him.  
  
     6.8     Delegation of Duties.  In case of the absence of any officer of  
the Corporation, or for any other reason that the Board of Directors may deem  
sufficient, the Board of Directors (or in case of Assistant Secretaries or  
Assistant Treasurers only, the President) may confer for the time being the  
powers and duties, or any of them, of such officer upon any other officer, or  
elect or appoint any new officer to fill a vacancy created by death,  
resignation, retirement or termination of any officer.  In such latter event,  
such new officer shall serve until the next annual election of officers.  
                                       8 
 

<PAGE> 
  
                                  ARTICLE SEVEN  
  
                                  CAPITAL STOCK  
  
     7.1     Certificates.  The interest of each shareholder shall be  
evidenced by a certificate or certificates representing shares of the  
Corporation in such form as the Board of Directors may from time to time adopt  
which shall be numbered and entered in the books of the Corporation as   
they are issued.  Each certificate representing shares shall set forth upon  
the face thereof the following:  
  
     (a)     the name of this Corporation;  
  
     (b)     that the Corporation is organized under the laws of the State of  
Florida;  
  
     (c)     the name or names of the person or persons to whom the  
certificate is issued;  
  
     (d)     the number and class of shares, and the designation of the  
series, if any, that the certificate represents; and  
  
     (e)     the par value of each share represented by such certificate, or a  
statement that the shares are without par value.  
  
     Every certificate shall also set forth or fairly summarize upon the face  
or back of the certificate, or shall state that the Corporation will furnish  
to any shareholder upon request and without charge, a full statement of:  
  
     (a)     The designations, preferences, limitations, and relative rights  
of the shares of  each class or series authorized to be issued;  
  
     (b)     The variations in the relative rights and preferences between the  
shares of each such series, and whether the same have been fixed and  
determined; and  
  
     (c)     The authority of the Board of Directors to fix and determine the  
relative rights and preferences of subsequent series.  
  
     Each certificate shall be signed by the President or a Vice President and  
the Secretary or an Assistant Secretary and may be sealed with the seal of the  
Corporation or a facsimile thereof.  If a certificate is manually signed by a  
transfer agent or registrar, other than the Corporation itself or an employee  
of the Corporation, the signature of any such officer of the Corporation may  
be a facsimile  In case any officer or officers who shall have signed, or  
whose facsimile signature or signatures shall have been used on, any such  
certificate or certificates shall cease to be such officer or officers of the  
Corporation, whether because of death, resignation or otherwise, before   
such certificate or certificates shall have been delivered by the Corporation,  
such certificate or certificates may nevertheless be delivered as though the  
person or persons who signed such certificate or certificates or whose  
facsimile signature shall have been used thereon had not ceased to be such  
officer or officers.  
  
     7.2     Shareholder List  The Corporation shall keep or cause to be kept  
a record of the shareholders of the Corporation that readily shows, in  
alphabetical order or by alphabetical index, and by classes or series of  
                                       9 
 

<PAGE> 
 
stock, if any, the names of the shareholders entitled to vote, with the   
address of and the number of shares held by each.  Said record shall be  
presented and kept open at all meetings of the shareholders.  
  
     7.3     Transfer of Shares.  Transfer of stock shall be made on the books  
of the Corporation only by the person named in the certificate, or by power of  
attorney lawfully constituted in writing, and upon surrender of the  
certificate thereof, or in the case of a certificate alleged to have been  
lost, stolen or destroyed, upon compliance with the provisions of Section 7.7  
of these By-Laws.  
  
     7.4     Record Dates.  (a) For the purpose of determining shareholders  
entitled to notice of or to vote at any meeting of shareholders or any  
adjournment thereof, or entitled to receive payment of any dividend, or in  
order to make a determination of shareholders for any other proper purpose,  
the Board or Directors may provide that the stock transfer books shall be  
closed for a stated period but not to exceed sixty days.  If the stock  
transfer books shall be closed for the purpose of determining shareholders  
entitled to notice of or to vote at a meeting of shareholders, such books  
shall be closed for at least ten days immediately preceding such meeting.  
  
     (b)     In lieu of closing the stock transfer books, the Board of  
Directors may fix in advance a date as the record date for any such  
determination of shareholders, such date to be not more than sixty days and,  
in case of a meeting of shareholders, not less than ten days, prior to the  
date on which the particular action requiring such determination of  
shareholders is to be taken.  
  
     7.5     Registered Owner.  The Corporation shall be entitled to treat the  
holder of record of any share of stock of the Corporation as the person  
entitled to vote such share, to receive any dividend or other distribution  
with respect to such share, and for all other purposes and accordingly shall  
not be bound to recognize any equitable or other claim or to interest in such  
share on the part of any other person, whether or not it shall have express or  
other notice thereof, except as otherwise provided by law.  
  
     7.6     Transfer Agent and Registrars.  The Board of Directors may  
appoint one or more transfer agents or one or more registrars and may require  
each stock certificate to bear the signature or signatures of a transfer agent  
or a registrar or both.  
  
     7.7     Lost Certificates.  Any person claiming a certificate of stock to  
be lost, stolen or destroyed shall make an affidavit or affirmation of the  
fact in such manner as the Board of Directors may require and shall, if the  
Directors so require, give the Corporation a bond of indemnity in form and  
amount and with one or sureties satisfactory to the Board of Directors,   
whereupon an appropriate new certificate may be issued in lieu of the  
certificate alleged to have been lost, stolen or destroyed.  
  
     7.8     Fractional Shares or Scrip.  The Corporation may, when and if  
authorized so to do by its Board of Directors, issue certificates for  
fractional shares or scrip in order to effect share transfers, share  
distributions or reclassifications, mergers, consolidations or
reorganization. Holders of fractional shares shall be entitled, in proportion 
to their fractional holdings, to exercise voting rights, receive dividends and  
participate in any of the assets of the Corporation in the event of  
liquidation.  Holders of scrip shall not, unless expressly authorized by  
the Board of Directors, be entitled to exercise any rights of a shareholder of 
                                       10 
 

<PAGE> 
 
 
 the Corporation, including voting rights, dividend rights or the right to  
participate in any assets of the Corporation in the event of liquidation.  In  
lieu of issuing fractional shares or scrip, the Corporation may pay in cash  
the fair value of fractional interests as determined by the Board of  
Directors; and the Board of Directors may adopt resolutions regarding rights  
with respect to fractional shares or scrip as it may deem appropriate,   
including without limitation the right for persons entitled to receive  
fractional shares to sell such fractional shares or purchase such additional  
fractional shares as may be needed to acquire one full share, or sell such  
fractional share or scrip for the account of such persons.  
  
  
                                  ARTICLE EIGHT  
  
                   BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS  
  
     8.1     Inspection of Books and Records.  Any person who shall have been  
a shareholder of record for at least six months immediately preceding his  
demand or who shall be the holder of record of, or authorized in writing by  
the holders of record of, or the holder of record of voting trust certificates  
for, at least five percent of the outstanding shares of any class or series   
of the Corporation, upon written demand stating the purpose thereof, shall  
have the right to examine in person or by agent or attorney, at any reasonable  
time or times, for any proper purpose, the books and records of account,  
minutes and record of shareholders and to make extracts therefrom.  
  
     Any inspection authorized above may be denied to a shareholder if he has  
within two years sold or offered for sale any list of shareholders or of  
holders of voting trust certificates for shares of this Corporation or any  
other corporation, has aided or abetted any person in procuring  any list of  
shareholders or of holders of voting trust certificates for any  
such purpose, has improperly used any information secured through any prior  
examination of the books and records of account, minutes, or record of  
shareholders or of holders of voting trust certificates for shares of   
this Corporation or any other corporation, or was not acting in good faith or  
for a proper purpose in making his demand.  
  
     If the Secretary or a majority of the Board of Directors or members of  
the Executive Committee of the Corporation find the request proper, the  
Secretary shall notify the shareholder within thirty days after receipt of  
said request of time, which shall not be more than thirty days after such  
notification, and place at which the inspection may be conducted.  
  
     If said request is found by the Secretary, the Board of Directors or the  
Executive Committee not to be proper, the Secretary shall so notify the  
requesting shareholder within thirty days after receipt of the request.  The  
Secretary shall specify in said notice the basis for the rejection of the  
shareholder's request.  
  
     The Secretary, the Board of Directors and the Executive Committee shall  
at all times be entitled to rely on the corporate records in making any  
determination hereunder.  
  
     8.2     Seal.  The corporate seal shall be in such form as the Board of  
Directors may from time to time determine.  In the event it is inconvenient to  
use such a seal at any time, the signature of the Corporation followed by the  
word "Seal" enclosed in parentheses or scroll shall be deemed the seal of the  
Corporation.  
                                       11 
 

<PAGE> 
 
  
     8.3     Annual Statements.  Not later than four months after the close of  
each fiscal year,  and in any case prior to the next annual meeting of  
shareholders, the Corporation shall prepare:  
  
     (a)     A balance sheet showing in reasonable detail the financial  
condition of the  Corporation as of the close of its fiscal year, and  
  
     (b)     A profit and loss statement showing the results of its operations  
during its fiscal year.  Upon written request, the Corporation promptly shall  
mail to any shareholder of record a copy of the most recent such balance sheet  
and profit and loss statement.  
  
  
                                  ARTICLE NINE  
  
                                INDEMNIFICATION  
  
     9.1     Under the circumstances prescribed in Section 9.3 and 9.4, the  
Corporation shall indemnify and hold harmless any person who was or is a party  
or is threatened to be made a party to any threatened, pending or completed  
action, suit or proceeding, whether civil, criminal, administrative or  
investigative (other than an action by or in the right of the Corporation) by   
reason of the fact that he is or was a Director, officer, employee or agent of  
the Corporation, or is or was serving at the request of the Corporation as a  
Director, officer, employee or agent of another corporation, partnership,  
joint venture, trust or other enterprise, against expenses (including  
attorneys' fees), judgments, fines and amounts paid in settlement  
actually and reasonably incurred by him in connection with such action, suit  
or proceeding if he acted in a manner he reasonably believed to be in or not  
opposed to the best interests of the Corporation, and, with respect to any  
criminal action or proceeding, had no reasonable cause to believe his   
conduct was unlawful.  The termination of any action, suit or proceeding by  
judgment, order, settlement, conviction, or upon a plea of nolo contendere or  
its equivalent, shall not, of itself, create a presumption that the person did  
not act in a manner which he reasonably believed to be in or not opposed to  
the best interest of the Corporation, and, with respect to any criminal 
action or proceeding, had reasonable cause to believe that his conduct was 
unlawful.  
  
     9.2     Under the circumstances prescribed in Sections 9.3 and 9.4, the  
Corporation shall indemnify and hold harmless any person who was or is a party  
or is threatened to be made a party to any threatened, pending or completed  
action or suit by or in the right of the Corporation to procure a judgment in  
its favor by reason of the fact he is or was a Director, officer, employee or  
agent of the Corporation, or is or was serving at the request of the  
Corporation as a Director, officer, employee or agent of another corporation,  
partnership, joint venture, trust or other enterprise against expenses  
(including attorneys' fees) actually and reasonably incurred by him in  
connection with the defense or settlement of such action or suit if he acted  
in good faith and in a  manner he reasonably believed to be in or not opposed  
to the best interests of the Corporation; except that no indemnification shall  
be made in respect of any claim, issue or matter as to which such person shall  
have been adjudged to be liable for negligence or misconduct in the  
performance of his duty to the Corporation, unless and only to the extent that  
the court in which  such action or suit was brought shall determine upon  
application that, despite the adjudication of liability but in view of all the  
circumstances of the case, such person if fairly and reasonably   
entitled to indemnity for such expenses that the court shall deem proper.  
                                       12 
 

<PAGE> 
 
     9.3     To the extent that a Director, officer, employee or agent of a  
corporation has been successful on the merits or otherwise in defense of any  
action, suit or proceeding referred to in Section 9.1 and 9.2, or in defense  
of any claim, issue or matter therein, he shall be indemnified against  
expenses (including attorneys' fees) actually and reasonably incurred  
by him in connection therewith.  
  
     9.4     Except as provided in Section 9.3 and except as may be ordered by  
a court, any indemnification under Section 9.1 and 9.2 shall be made by the  
Corporation only as authorized in the specific case upon a determination that  
indemnification of the director, officer, employee or agent is proper in the  
circumstances because he has met the applicable standard of conduct set   
forth in Sections 9.1 and 9.2.  Such a determination shall be made (1) by the  
Board of Directors by a majority vote of a quorum consisting of Directors who  
were not parties to such action, suit or  proceeding, or (2) if such a quorum  
is not obtainable, or, even if obtainable a quorum of disinterested Directors  
so directs, by independent legal counsel in a written opinion, or (3) by the   
affirmative vote of a majority of the shares entitled to vote thereon owned by  
persons who were not parties to such action, suit or proceeding.  
  
     9.5     Expenses, including attorneys' fees, incurred in defending a  
civil or criminal action, suit, or proceeding may be paid by the Corporation  
in advance of the final disposition of such action, suit, or proceeding upon a  
preliminary determination following one of he procedures set forth in section  
9.4 that the director, officer, employee, or agent met the applicable standard  
of conduct set forth in section 9.1 or section 9.2 or as authorized by the  
Board of Directors in the specific case and, in either event, upon receipt of  
an undertaking by or on behalf of the director, officer, employee, or agent to  
repay such amount unless it shall ultimately be determined that he is entitled  
to be indemnified by the Corporation as authorized in this section.  
  
     9.6    The Corporation shall have the power to make any other or further   
indemnification of any of its directors, officers, employees, or agents, under  
any By-Law, agreement, vote of shareholders or disinterested directors, or  
otherwise, both as to action in his official capacity and as to action in  
another capacity while holding such office, except an indemnification against  
gross negligence or willful misconduct.  
  
     9.7     The indemnification provided by this Article Nine shall continue  
as to a person who has ceased to be a Director, officer, employee or agent and  
shall inure to the benefit of the heirs, executors or administrators of such a  
person.  
  
     9.8     The Corporation may purchase and maintain insurance on behalf of  
any person who is or was a Director, officer, employee or agent of the  
Corporation, of is or was serving at the request of the Corporation as a  
Director, officer, employee or agent or another corporation, partnership,  
joint venture, trust or other enterprise, against any liability asserted  
against himself  and incurred by him in any such capacity, or arising out of  
his status as such, whether or not the Corporation would have the power to  
indemnify him against such liability under the provisions of this Article  
Nine.  
  
     9.9     If any expenses or other amounts are paid by way of  
indemnification, otherwise than by court order or action by the shareholders  
or by an insurance carrier pursuant to insurance maintained by the  
Corporation, the Corporation shall, not later than the next annual meeting of  
shareholders unless such meeting is held within three months from the date of  
such payment, and, in any event, within 15 months from the date of such  
                                       13 
 

<PAGE> 
 
 
payment, deliver personally or send by first class mail to its shareholders of  
record at the time entitled to vote for the election of Directors a statement  
specifying the persons paid, the amounts paid, and the nature and status at  
the time of such payment of the litigation or threatened litigation.  
  
  
                                  ARTICLE TEN  
  
                          NOTICES:  WAIVERS OF NOTICE  
  
     10.1     Notices.  Except as otherwise specifically provided in these By- 
Laws, whenever under the provisions of these By-Laws notice is required to be  
given to any shareholder, Director or officer, it shall not be construed to  
mean personal notice, but such notice may be given by personal notice or by  
cable or telegraph, or by mail by depositing the same in the post office or   
letter box in a postpaid sealed wrapper, addressed to such shareholder,  
officer or Director at such address as appears on the books of the  
Corporation, and such notice shall be deemed to be given at the time when the  
same shall be thus sent or mailed.  
  
     10.2     Waivers of Notice.  Except as otherwise provided in these By- 
Laws, when any notice whatever is required to be given by law, by the Articles  
of Incorporation or by these By-Laws, a written waiver thereof, signed by the  
person entitled to notice, whether before or after the time stated therein,  
shall be deemed equivalent to notice.  In the case of a shareholder, such   
waiver of notice may be signed by the shareholders' attorney or proxy duly  
appointed in writing.  
  
  
                                  ARTICLE ELEVEN  
  
                                 EMERGENCY POWERS  
  
     11.1     By-Laws.  The Board of Directors may adopt emergency By-Laws,  
subject to  repeal or change by action of the shareholders, which shall,  
notwithstanding any provision of law, the Articles of Incorporation or these  
By-Laws, be operative during any emergency in the conduct of the business of  
the Corporation resulting from an attack on the United States or on a locality  
in which the Corporation conducts its business or customarily holds meetings  
of its Board of Directors or its shareholders, or during any nuclear or atomic  
disaster, or during the existence of any catastrophe, or other similar  
emergency condition, as a result of which a quorum of the Board  of Directors  
or a standing committee thereof cannot readily be convened for action.  The   
emergency By-Laws may make any provision that may be practical and necessary  
for the circumstances of the emergency.  
  
     11.2     Lines of Succession.  The Board of Directors, either before or  
during any such emergency, may provide, and from time to time modify, lines of  
succession in the event that during such an emergency any or all officers or  
agents of the corporation shall for any reason be rendered incapable of  
discharging their duties.  
  
     11.3     Head Office.  The Board of Directors, either before or during  
any such emergency, may effective in the emergency, change the head office or  
designate several alternative head offices or regional offices, or authorize  
the officers to do so.  
                                       14 
 

<PAGE> 
 
 
     11.4     Period of Effectiveness.  To the extent not inconsistent with  
any emergency By-Laws so adopted, these By-Laws shall remain in effect during  
any such emergency and upon its termination the emergency By-Laws shall cease  
to be operative.  
  
     11.5     Notices.  Unless otherwise provided in emergency By-Laws, notice  
of any meeting of the Board of Directors during any such emergency may be  
given only to such of the Directors as it may be feasible to reach at the  
time, and by such means as may be feasible at the time, including publication,  
radio or television.  
  
     11.6     Officers and Directors Pro Tempore.  To the extent required to  
constitute a quorum at any meeting of the Board of Directors during any such  
emergency, the officers of the corporation who are present shall, unless  
otherwise provided in the emergency By-Laws, be deemed, in order of rank and  
within the same rank in order of seniority, Directors for such meeting.  
  
     11.7     Liability of Officers, Directors and Agents.  No officer,  
Director, agent or employee acting in accordance with any emergency By-Laws  
shall be liable except for willful misconduct.  No officer, Director, agent or  
employee shall be liable for any action taken by him in good faith in such an  
emergency in furtherance of the ordinary business affairs of the corporation  
even though  not authorized by the By-Laws then in effect.  
  
  
                                  ARTICLE TWELVE  
  
                            CHECKS, NOTES, DRAFTS, ETC.  
  
     Checks, notes, drafts, acceptances, bills of exchange and other orders or  
obligations for the payment of money shall be signed by such officer or  
officers or person or persons as the Board of Directors by resolution shall  
from time to time designate.  
  
  
                                  ARTICLE THIRTEEN  
  
                                    AMENDMENTS  
  
     The By-Laws of the Corporation may be altered or amended and new By-Laws  
may be adopted by the shareholders at any annual or special meeting of the  
shareholders or by the Board of Directors at any regular or special meeting of  
the Board of Directors.  The shareholders may provide by resolution that any  
By-Law provision repealed, amended, adopted, or altered by them may not be  
repealed, amended, adopted or altered by the Board of Directors.  Action by  
the shareholders with respect to By-Laws shall be taken by an affirmative vote  
of a majority of all shares entitled to elect Directors, an action by the  
Board of Directors with respect to By-Laws shall be taken by an affirmative  
vote of a majority of all Directors then holding office.  
                                       15 
 

 

<PAGE> 
                                                             EXHIBIT 10-KK 
 
                           AMENDMENT NUMBER 5 TO   
                   TRANSFER AND ADMINISTRATION AGREEMENT   
   
   
          AMENDMENT NUMBER 5 TO TRANSFER AND ADMINISTRATION    
AGREEMENT (this "Amendment"), dated July 17, 1995, among TECH DATA    
FINANCE, INC., a California corporation, as transferor (the "Transferor"),   
TECH DATA CORPORATION, a Florida corporation ("Tech Data"), as collection   
agent and as guarantor (in such capacities respectively, the "Collection   
Agent" and the "Guarantor") and ENTERPRISE FUNDING CORPORATION, a Delaware    
corporation (the "Company"),  amending that certain Transfer and   
Administration Agreement dated as of December 22, 1993 among the Transferor,   
the Collection Agent, the Guarantor and the Company, as amended by   
amendments dated as of May 19, 1994,  August 18, 1994, October 10, 1994 and   
as of January 31, 1995  (the "Original Agreement" and said agreement as   
amended by this Amendment, the "Agreement").   
   
     WHEREAS, the Transferor and Tech Data have requested that the Company    
agree to certain changes in certain financial covenants set forth in the   
Original Agreement; and   
   
     WHEREAS, capitalized terms used herein shall have the meanings assigned   
to such terms in the Original Agreement;   
   
     NOW, THEREFORE, in consideration of the premises and mutual covenants
    
herein contained, the parties hereto agree as follows:   
   
     SECTION 1.  Amendment to Original Agreement   
    
         (a)   The text of Section 5.5 of the Original Agreement is hereby  
deleted in its entirety and replaced with the following:   
  
               (a)  Indebtedness to Total Capital.  Tech Data shall not    
         permit the ratio of Consolidated Funded Indebtedness to  
         Consolidated Total Capital to exceed .60 to 1.00 at any time.   
  
               (b)  EBIT to Interest Expense.  Tech Data shall not permit    
         the ratio of Consolidated EBIT to Consolidated Interest Expense to  
         be less than 2.00 to 1.00 at any time.  Capitalized terms used in  
 

<PAGE> 
 
         this Section 5.5 and not defined herein shall have those meanings  
         assigned in Exhibit N.   
  
     SECTION 2.  Effective Date.  The undersigned parties hereby agree that  
this Amendment shall be effective as of July 31, 1995.   
    
     SECTION 3.  Representations and Warranties.  The Transferor hereby makes  
to the Company, on and as of the date hereof, all of the representations and   
warranties set forth in Section 3.1 of the Original Agreement.  In addition,   
the Collection Agent and the Guarantor hereby make to the Company, on the   
date hereof, all the representations and warranties set forth in Section 3.3  
of the Original Agreement.   
    
     SECTION 4.  Amendment and Waiver.  No provision hereof may be amended,  
waived, supplemented, restated, discharged or terminated without the written  
consent of the Transferor and the Company.   
    
     SECTION 5.  Successors and Assigns.  This Amendment shall bind, and the   
benefits hereof shall inure to the parties hereof and their respective   
successors and permitted assigns; provided, however, that the Transferor may   
not assign any of its rights or delegate any of its duties under this   
Amendment without the prior written consent of the Company.   
    
     SECTION 6.  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY    
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  THE  
TRANSFEROR HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED  
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW  
YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL  
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS  
CONTEMPLATED HEREBY.   
    
     SECTION 7.  Severability; Counterparts.  This Amendment may be executed  
in any number of counterparts and by different parties hereto in separate   
counterparts, each of which when so executed shall be deemed to be an   
original and all of which when taken together shall constitute one and the   
same instrument.  Any provisions of this Amendment which are prohibited or   
unenforceable in any jurisdiction shall, as to such jurisdiction, be   
ineffective to the extent of such prohibition or unenforceability without   
                                       2 
 

<PAGE> 
 
invalidating the remaining provisions hereof, and any such prohibition or   
unenforceability in any jurisdiction shall not invalidate or render   
unenforceable such provision in any other jurisdiction.   
    
     SECTION 8.  Captions.  The captions in this Amendment are for convenience  
of reference only and shall not define or limit any of the terms or
provisions hereof.   
    
     SECTION 9.  Ratification. Except as expressly affected by the provisions   
hereof, the Original Agreement as amended by this Amendment shall remain in   
full force and effect in accordance with its terms and is hereby ratified   
and confirmed by the parties hereto.  On and after the date hereof, each   
reference in the Original Agreement to "this Agreement", "hereunder",   
"herein" or words of like import shall mean and be a reference to the   
Original Agreement as amended by this Amendment.   
    
      [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]   
                                       3 
 
 
      IN WITNESS WHEREOF, the parties hereto have executed and delivered   
this Amendment as of the date first written above.   
    
    
                                    ENTERPRISE FUNDING CORPORATION,   
                                       as Company   
 
                                    By:  /s/ THOMAS S. DUNSTAN  
                                         -----------------------  
                                    Name: Thomas S. Dunstan   
                                    Title: Vice President  
    
    
                                    TECH DATA FINANCE, INC.,   
                                    as Transferor   
                                    By:/s/ ARTHUR W. SINGLETON  
                                       ---------------------------  
                                    Name: Arthur W. Singleton   
                                    Title: Vice President 
    
    
                                    TECH DATA CORPORATION,   
                                      as Collection Agent and Guarantor   
   
                                    By: /s/ ARTHUR W. SINGLETON   
                                    Name: Arthur W. Singleton   
                                    Title: Vice President, Treasurer & 
                                            Secretary  
                                       4 
 
 
 
 
                  AMENDMENT NUMBER 6 TO  
          TRANSFER AND ADMINISTRATION AGREEMENT  
  
  
          AMENDMENT NUMBER 6 TO TRANSFER AND   
ADMINISTRATION AGREEMENT (this "Amendment"), dated as of   
November 1, 1995, among TECH DATA FINANCE, INC., a   
California corporation, as transferor (the "Transferor"),   
TECH DATA CORPORATION, a Florida corporation ("Tech   
Data"), as collection agent and as guarantor (in such   
capacities respectively, the "Collection Agent" and the   
"Guarantor") and ENTERPRISE FUNDING CORPORATION, a   
Delaware corporation (the "Company"), amending that   
certain Transfer and Administration Agreement dated as of   
December 22, 1993 among the Transferor, the Collection   
Agent, the Guarantor and the Company, as amended by   
various amendments dated as of May 19, 1994, August 18,   
1994, October 10, 1994, January 31, 1995 and July 17,   
1995 (the "Original Agreement" and said agreement as   
amended by this Amendment, the "Agreement").  
  
          WHEREAS, the Transferor has requested that the   
Company agree to an increase in the Maximum Net   
Investment under the Original Agreement and to an   
extension of the Termination Date;  
  
          WHEREAS, on the terms and conditions set forth   
herein, the Company has agreed to increase its Maximum   
Net Investment under the Original Agreement and has   
agreed to an extension of the Termination Date; and  
  
          WHEREAS, capitalized terms used herein shall   
have the meanings assigned to such terms in the Original   
Agreement;  
  
          NOW, THEREFORE,  in consideration of the   
premises and mutual covenants herein contained, the   
parties hereto agree as follows:  
  
          SECTION 1. Amendment to Definitions.  
  
          (a)   The definition of "Concentration Factor"   
is hereby deleted in its entirety and replaced with the   
following (solely for convenience of reference the   
modified language in this definition is italicized): 
                               
 

<PAGE>  
  
               ""Concentration Factor" means for any   
Designated Obligor (a) 2% of the Outstanding Balance   
of all Eligible Receivables; provided however, that   
for up to three (3) Designated Obligors at any one   
time, 2.5% of the Outstanding Balance of all   
Eligible Receivables at such time; provided further,   
however, that with respect to any Designated Obligor   
and its affiliates whose long term unsecured debt   
obligations are rated at least "A1" by Moody's and   
at least "A+" by Standard & Poor's and with respect   
to which rating neither Moody's nor Standard &   
Poor's shall have made a public announcement   
anticipating a downgrading of such Designated   
Obligor's long term unsecured debt obligations to a   
rating less than the aforementioned ratings ("A1/A+   
Rated Obligors") 5% of the Outstanding Balance of   
all Eligible Receivables at such time, or (b) such   
other greater amount determined by the Company in   
the reasonable exercise of its good faith judgment   
and disclosed in a written notice delivered to the   
Transferor."  
  
          (b)  The definition of "Loss Reserve" is hereby   
amended by deleting the amount "15,000,000" in the text   
of the last sentence thereof and replacing it with the   
amount "20,000,000".  
  
          (c)   The definition of "Maximum Net   
Investment" is hereby deleted in its entirety and   
replaced with the following:  
  
               ""Maximum Net Investment" means   
$200,000,000 or such larger amount, in no event to   
exceed $250,000,000, as requested by the Transferor   
upon five Business Days' prior written notice to the   
Administrative Agent; provided that any increase in   
the Maximum Net Investment shall be in increments of   
not less than $25,000,000."  
  
          (d)   The definition of "Maximum Percentage   
Factor" is hereby deleted in its entirety and replaced   
with the following:  
  
          ""Maximum Percentage Factor" means 98%."  
  
          (e)  The  definition of "Termination Date" is   
hereby amended by deleting therefrom the reference to  
                             2 
 

<PAGE> 
  
"December 31, 1995" and replacing such reference with   
"December 31, 1996".  
   
          SECTION 2.  Representations and Warranties.    
The Transferor hereby makes to the Company, on and as of   
the date hereof, all of the representations and   
warranties set forth in Section 3.1 of the Original   
Agreement.  In addition, the Collection Agent and the   
Guarantor hereby make to the Company, on the date hereof,   
all the representations and warranties set forth in   
Section 3.3 of the Original Agreement.  
  
          SECTION 3.  Conditions Precedent.  This   
Amendment shall not become effective until the Company   
shall have received the following:  
  
                (a)  A copy of the Resolutions of the   
Board of Directors of the Transferor and Tech Data   
certified by its Secretary approving this Amendment and   
the other documents to be delivered by the Transferor and   
Tech Data hereunder;  
  
                (b)  A Certificate of the Secretary of   
the Transferor and Tech Data certifying (i) the names and   
signatures of the officers authorized on its behalf to   
execute this Amendment and any other documents to be   
delivered by it hereunder (on which Certificates the   
Company may conclusively rely until such time as the   
Company shall receive from the Transferor and Tech Data a   
revised Certificate meeting the requirements of this   
clause (b)(i)) and (ii) a copy of the Transferor's and   
Tech Data's By-Laws;  
  
                (c)  An opinion of David Vetter, counsel   
to Tech Data, with respect to certain corporate matters   
and the enforceability of the Agreement as amended hereby   
in form and substance acceptable to the Company;  
  
                (d)  An opinion of Kindel & Anderson   
L.L.P., counsel to the Transferor, addressing certain   
corporate matters and the enforceability of the Agreement   
as amended hereby in form and substance acceptable to the   
Company; and   
  
                (e)  A responsible officer's certificate   
of the Transferor and Tech Data executed by Arthur W.  
                             3 
 

<PAGE> 
  
Singleton, Secretary of the Transferor and Tech Data,   
respectively.  
  
           SECTION 4.  Amendment and Waiver.  No provision   
hereof may be amended, waived, supplemented, restated,   
discharged or terminated without the written consent of   
the Transferor and the Company.  
   
           SECTION 5.  Successors and Assigns.  This   
Amendment shall bind, and the benefits hereof shall inure   
to the parties hereof and their respective successors and   
permitted assigns; provided, however, the Transferor may   
not assign any of its rights or delegate any of its   
duties under this Amendment without the prior written   
consent of the Company.  
   
           SECTION 6.   Governing Law.  THIS AMENDMENT   
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE   
LAWS OF THE STATE OF NEW YORK.  EACH OF THE TRANSFEROR   
AND THE GUARANTOR HEREBY SUBMITS TO THE NONEXCLUSIVE   
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE   
SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE   
COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL   
LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS   
AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  
   
           SECTION 7.   Severability; Counterparts.  This   
Amendment may be executed in any number of counterparts   
and by different parties hereto in separate counterparts,   
each of which when so executed shall be deemed to be an   
original and all of which when taken together shall   
constitute one and the same instrument.  Any provisions   
of this Amendment which are prohibited or unenforceable   
in any jurisdiction shall, as to such jurisdiction, be   
ineffective to the extent of such prohibition or   
unenforceability without invalidating the remaining   
provisions hereof, and any such prohibition or   
unenforceability in any jurisdiction shall not invalidate   
or render unenforceable such provision in any other   
jurisdiction.  
   
           SECTION 8.   Captions.  The captions in this   
Amendment are for convenience of reference only and shall   
not define or limit any of the terms or provisions hereof.  
                             4 
 

<PAGE> 
   
           SECTION 9.  Ratification.  Except as expressly   
affected by the provisions hereof, the Original Agreement   
as amended by this Amendment shall remain in full force   
and effect in accordance with its terms and is hereby   
ratified and confirmed by the parties hereto.  On and   
after the date hereof, each reference in the Original   
Agreement to "this Agreement", "hereunder", "herein" or   
words of like import shall mean and be a reference to the   
Original Agreement as amended by this Amendment.  
                             5 
 

<PAGE> 
  
          IN WITNESS WHEREOF, the parties hereto have   
executed and delivered this Amendment as of the date   
first written above.  
   
   
                            ENTERPRISE FUNDING CORPORATION,   
                               as Company    
     
     
                                 By:  /s/ THOMAS S. DUNSTAN   
                                      ----------------------   
                                 Name: Thomas S. Dunstan    
                                 Title: Vice President   
     
     
                                 TECH DATA FINANCE, INC.,    
                                    as Transferor    
                                 By:/s/ ARTHUR W. SINGLETON   
                                    ------------------------   
                                 Name: Arthur W. Singleton    
                                 Title: Vice President  
     
     
                                 TECH DATA CORPORATION,    
                                    as Collection Agent and   
                                    Guarantor    
    
                                By: /s/ ARTHUR W. SINGLETON 
                                    -------------------------  
                                Name: Arthur W. Singleton    
                                Title: Vice President,    
                                       Treasurer & Secretary   
                             6 
 

 
                                                          EXHIBIT 10-LL 
 
                       AMENDMENT AGREEMENT NO. 3 TO   
                           AMENDED AND RESTATED     
                 REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT   
  
     THIS AMENDMENT AGREEMENT made and entered into as of the   
31st day of July, 1995, by and among TECH DATA CORPORATION,   
a Florida corporation (herein called the "Borrower"), the   
financial institutions who are signatories hereto (each herein    
individually called a "Lender" and collectively the "Lenders"), and   
NATIONSBANK OF FLORIDA, NATIONAL ASSOCIATION, as Agent for the Lenders  
(herein called the "Agent").  Capitalized terms used herein and not otherwise  
defined shall have the meanings set forth in the Agreement 
 
                          W I T N E S S E T H:   
  
     WHEREAS, the Borrower, the Agent and the Lenders have    
entered into an Amended and Restated Revolving Credit and    
Reimbursement Agreement dated July 28, 1994, as amended by    
Amendment Agreement No. 1, Amendment Agreement No. 2 (as amended, the   
"Agreement") whereby the Lenders party thereto have agreed to make loans  
to the Borrower and to provide Letters of Credit and to create Acceptances  
on behalf of the Borrower; and  
  
     WHEREAS, the Subsidiaries of the Borrower have guaranteed    
payment of the Obligations pursuant to a Guaranty dated July    
28, 1994, all as described in the Agreement and other Loan
    
Documents; and   
  
     WHEREAS, the Borrower has requested that the Agreement be   
amended as hereinafter provided;  
  
     NOW, THEREFORE, the Borrower, the Lenders and the Agent do    
hereby agree as follows:   
  
     1.     The term "Agreement" as used herein and in Loan   
Documents shall mean the Agreement as hereby amended and    
modified.  Unless the context otherwise requires, all terms    
used herein without definition shall have the definition    
provided therefor in the Agreement.   
  
     2.     Section 9.04 of the Agreement is hereby amended, in its   
entirety, effective July 31, 1995, so that as  amended it shall read as  
follows:  
  
             "9.04    EBIT to Interest Expense.  Permit the ratio of   
      Consolidated EBIT to Consolidated Interest Expense to be less  
      than 2.0 to 1.00 at any time."  
  
     3.     In order to induce the Lenders to enter into this   
Amendment Agreement, the Borrower represents and warrants to    
the Lenders as follows:   
  
     (a)  The representations and warranties made by    
Borrower in Article VII of the Agreement are true on and as of the date 
                                   
 

<PAGE> 
 
hereof except that the financial statements referred to in Section  
6.02(c) of the Agreement shall be those most recently furnished to  
each Lender pursuant to Section 7.01; thereof;  
 
     (b)  There has been no material change in the    
condition, financial or otherwise, of the Borrower and its    
Subsidiaries since the date of the most recent financial    
reports of the Borrower received by each Lender under    
Section 8.01 of the Agreement, other than changes in the ordinary    
course of business, none of which has been a material    
adverse change;   
 
     (c)  The business and properties of the Borrower and    
its Subsidiaries are not, and since the date of the most    
recent financial report of the Borrower and its    
Subsidiaries received by each Lender under Section 7.01    
of the Agreement have not been adversely affected in any    
substantial way as the result of any fire, explosion,    
earthquake, accident, strike, lockout, combination of    
workers, flood, embargo, riot, activities of armed forces,    
war or acts of God or the public enemy, or cancellation or    
loss of any major contracts; and   
 
     (d)  No event has occurred and no condition exists    
which, upon the consummation of the transaction    
contemplated hereby, constitutes a Default or an Event of    
Default on the part of the Borrower under the Agreement or    
the Notes either immediately or with the lapse of time or    
the giving of notice, or both.   
  
     4.     Each of the Parent and its Subsidiaries has joined    
in the execution of this Agreement for the purpose of consenting    
hereto and hereby reaffirms its respective guaranty of payment    
of the Obligations.   
  
     5.     All instruments and documents incident to the   
consummation of the transactions contemplated hereby shall be    
satisfactory in form and substance to the Agent, the Lenders    
and their counsel; the Agent shall have received copies of all    
additional agreements, instruments and documents which they may    
reasonably request in connection therewith, including copies of    
resolutions of the Borrower authorizing the transactions    
contemplated by this Amendment Agreement, such documents, when    
appropriate, to be certified by appropriate corporate or    
governmental authorities; and all proceedings of the Borrower    
relating to the matters provided for herein shall be    
satisfactory to the Agent, the Lenders and their counsel.   
  
     6.     This Amendment Agreement sets forth the entire   
understanding and agreement of the parties hereto in relation    
to the subject matter hereof and supersedes any prior    
negotiations and agreements among the parties relative to such subject    
matter.  No promise, conditions, representation or warranty, express or   
                                  4  
 

<PAGE> 
 
implied, not herein set forth shall bind any party hereto, and    
no one of them has relied on any such promise, condition,    
representation or warranty.  Each of the parties hereto    
acknowledges that, except as otherwise expressly stated in this   
Agreement, no representations, warranties or commitments,   
express or implied, have been made by any other party to the other.    
None of the terms or conditions of this Amendment Agreement may be changed,   
modified, waived or canceled orally or otherwise, except by writing,   
signed by all the parties hereto, specifying such change, modification,    
waiver or cancellation of such terms or conditions, or of any    
preceding or succeeding breach thereof.   
  
     Except as hereby specifically amended, modified or    
supplemented, the Agreement and all of the other Loan Documents    
are hereby confirmed and ratified in all respects and shall    
remain in full force and effect according to their respective    
terms.   
  
     7.  This Amendment Agreement shall be governed by and construed in  
accordance with the laws of the State of Florida.  
  
                (Remainder of page left intentionally blank) 
                                  5 
 

<PAGE> 
 
     IN WITNESS WHEREOF, the parties hereto have caused this    
Amendment Agreement to be duly executed by their duly    
authorized officers, all as of the day and year first above    
written.   
 
                              BORROWER: 
 
WITNESS:                           TECH DATA CORPORATION 
 
/s/ CAROL T. HACKNEY               By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ NANCY DIFEO                    Title: Treasurer and Secretary 
- -------------------------- 
 
 
                              GUARANTORS: 
 
WITNESS:                           TECH DATA FINANCE, INC. 
 
/s/ CAROL T. HACKNEY               By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ NANCY DIFEO                    Title: Vice President, Chief 
- --------------------------                Financial Officer and  
                                          Secretary 
 
WITNESS:                           TECH DATA LATIN AMERICA, INC. 
 
/s/ CAROL T. HACKNEY               By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ NANCY DIFEO                    Title: Secretary and Treasurer 
- -------------------------- 
 
WITNESS:                           TECH DATA FRANCE, INC. 
 
/s/ CAROL T. HACKNEY               By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ NANCY DIFEO                    Title: Vice President, Chief 
- -------------------------                 Financial Officer,  
                                          Secretary and Treasurer 
 
WITNESS:                           TECH DATA FRANCE II, INC. 
 
/s/ CAROL T. HACKNEY               By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ NANCY DIFEO                    Title: Vice President, Chief 
- -------------------------                 Financial Officer,  
                                          Secretary and Treasurer 
                                  6 
 

<PAGE> 
 
WITNESS:                           TECH DATA CONSIGNMENT, INC. 
 
/s/ CAROL T. HACKNEY               By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ NANCY DIFEO                    Title: Secretary and Treasurer 
- -------------------------- 
 
WITNESS:                           TECH DATA EDUCATION, INC. 
                                   (formally known as Tech ata New York 
                                    Training Center, Inc.) 
 
/s/ CAROL T. HACKNEY               By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ NANCY DIFEO                   Title: Vice President, Chief 
- -------------------------                 Financial Officer,  
 
WITNESS:                           BUYERS RESOURCE, INC. 
 
/s/ CAROL T. HACKNEY               By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ NANCY DIFEO                    Title: Secretary 
- -------------------------- 
 
WITNESS:                           TECH DATA CANADA, INC. 
 
/s/ CAROL T. HACKNEY               By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ NANCY DIFEO                    Title: Secretary and Chief 
- -------------------------                 Financial Officer,  
 
                                   TECH DATA FRANCE 
                                   Societe en nom Collectif 
                                   By: TECH DATA FRANCE, INC., a 
                                       Florida Corporation 
 
/s/ CAROL T. HACKNEY               By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ NANCY DIFEO                    Title: Vice President and Chief 
- -------------------------                 Financial Officer, 
 
                                 AND 
                                  7 
 

<PAGE> 
 
                                   TECH DATA FRANCE II, INC., a  
                                   Florida Corporation 
 
                                   By:  /s/ JEFFERY P. HOWELLS 
                                       --------------------------    
                                   Name:  Jeffery P. Howells  
                                   Title: Vice President and Chief 
                                          Financial Officer 
                                  8 
 

<PAGE> 
 
                                   NATIONSBANK, NATIONAL ASSOCIATION  
                                   (SOUTH) in its capacity as Agent 
                                   By:   /s/ NANCY J. PEARSON 
                                         ------------------------ 
                                   Name:  Nancy J. Pearson 
                                   Title: Senior Vice President 
                                    
                                   NATIONSBANK, NATIONAL ASSOCIATION  
                                   (SOUTH) as Lender 
                                   By:   /s/ NANCY J. PEARSON 
                                         ------------------------ 
                                   Name:  Nancy J. Pearson 
                                   Title: Senior Vice President 
                                  9 
 

<PAGE> 
 
                                   BARNETT BANK OF PINELLAS COUNTY 
                                   By:   /s/ MICHAEL S. CROWE  
                                       -------------------------- 
                                   Name:  Michael S. Crowe 
                                   Title:  VP 
                                  10 
 

<PAGE> 
 
                                   NBD BANK 
                                   By:   /s/ RICHARD C. ELLIS 
                                       -------------------------- 
                                   Name:  Richard C. Ellis 
                                   Title:  VP 
                                  11 
 

<PAGE> 
 
                                   ROYAL BANK OF CANADA 
                                   By:   /s/ MICHAEL A COLE 
                                       -------------------------- 
                                   Name:  Michael A. Cole 
                                   Title: Manager 
                                  12 
 

<PAGE> 
 
                                   BANK OF AMERICA, ILLINOIS 
                                   By:   /s/ LAURENS F. SCHAAD, JR. 
                                       -------------------------- 
                                   Name:  Laurens F. Schaad, Jr. 
                                   Title: Vice President 
                                  13 
 

<PAGE> 
 
                                   SOUTHTRUST BANK OF ALABAMA, N.A. 
                                   By:   /s/ JULIETTE S. STAPF 
                                       -------------------------- 
                                   Name:  Juliette S. Stapf 
                                   Title: Senior Vice President 
                                  14 
 
 
 
 
 
                        AMENDMENT AGREEMENT NO. 4 TO  
                           AMENDED AND RESTATED    
                 REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT  
 
     THIS AMENDMENT AGREEMENT made and entered into as of the   
13th day of February, 1996, by and among TECH DATA CORPORATION,   
a Florida corporation (herein called the "Borrower"), the   
financial institutions who are signatories hereto (herein   
individually called the "Lender" and collectively the   
"Lenders"), and NATIONSBANK, NATIONAL ASSOCIATION (SOUTH)   
(successor by merger of NationsBank of Florida, National   
Association), as Agent for the Lenders (herein called the   
"Agent").  
                          W I T N E S S E T H:  
 
     WHEREAS, the Borrower, the Agent and the Lenders have   
entered into an Amended and Restated Revolving Credit and   
Reimbursement Agreement dated July 28, 1994, as amended by   
Amendment Agreement No. 1, Amendment Agreement No. 2 and   
Amendment Agreement No. 3 (the "Agreement") whereby the Lenders   
party thereto have agreed to make loans to the Borrower and to   
provide Letters of Credit and to create Acceptances on behalf   
of the Borrower; and  
 
     WHEREAS, the Subsidiaries of the Borrower have guaranteed   
payment of the Obligations pursuant to a Guaranty dated July   
28, 1994, all as described in the Agreement and other Loan   
Documents; and  
 
     WHEREAS, the Borrower has requested that the Agreement be  
amended as hereinafter provided; 
  
     NOW, THEREFORE, the Borrower, the Lenders and the Agent do   
hereby agree as follows:  
      
     1.   The term "Agreement" as used herein and in Loan  
Documents shall mean the Agreement as hereby amended and   
modified.  Unless the context otherwise requires, all terms   
used herein without definition shall have the definition   
provided therefor in the Agreement.  
 
     2.   Subject to the conditions hereof, the Agreement is  
hereby amended, effective as of the date hereof, as follows:  
 
     (a)  The definition of "Consolidated Asset Coverage   
  Ratio" in Section 1.01 is hereby amended in its entirety,   
  so that as amended it shall read as follows:  
 
         "'Consolidated Asset Coverage Ratio' means the   
      ratio of (A) the sum of (i) Remaining Accounts   
      Receivable, (ii) Receivables of Subsidiaries, (iii)   
      Inventory and (iv) Prepaid Inventory to (B) the sum   
      of, WITHOUT DUPLICATION, (i) the Revolving Credit   
      Debit Balance, (ii) outstanding Swing Line Loans,   
      (iii) outstanding Letters of Credit and Acceptances,   
                                   
 

<PAGE> 
 
      (iv) Indebtedness arising under the Softmart Foreign   
      Currency Agreement, (v) Indebtedness of TDC described   
      in Section     9.06(v), (vi) Indebtedness permitted under  
      Section 9.06(viii) and (xi), and (vii) accounts   
      payable of the Borrower and its Subsidiaries, all   
      determined on a consolidated basis in accordance with   
      Generally Accepted Accounting Principles applied on a   
      Consistent Basis;"  
       
      (b)  Clause (viii) of Section 9.06 is hereby amended   
  in its entirety, so that as amended it shall read as   
  follows:  
     
         "(viii)  unsecured Indebtedness of Borrower in   
      an aggregate outstanding principal amount at any time   
      not to exceed $50,000,000, of which $45,000,000 shall   
      be used for the sole purpose of providing Standby   
      Letters of Credit in favor of Compaq Computer   
      Corporation to support the purchase of Inventory;"  
      
     3.  In order to induce the Lenders to enter into this  
Amendment Agreement, the Borrower represents and warrants to   
the Lenders as follows:  
      
     (a)  The representations and warranties made by   
      Borrower in Article VII of the Agreement are true on and   
      as of the date hereto except that the financial statements   
      referred to in Section 7.02(c) shall be those most   
      recently furnished to each Lender pursuant to Section   
      8.01;  
      
     (b)  There has been no material change in the   
      condition, financial or otherwise, of the Borrower and its   
      Subsidiaries since the date of the most recent financial   
      reports of the Borrower received by each Lender under   
      Section 8.01 thereof, other than changes in the ordinary   
      course of business, none of which has been a material   
      adverse change;  
 
     (c)  The business and properties of the Borrower and   
      its Subsidiaries are not, and since the date of the most   
      recent financial report of the Borrower and its   
      Subsidiaries received by each Lender under Section 8.01   
      thereof have not been adversely affected in any   
      substantial way as the result of any fire, explosion,   
      earthquake, accident, strike, lockout, combination of   
      workers, flood, embargo, riot, activities of armed forces,   
      war or acts of God or the public enemy, or cancellation or   
      loss of any major contracts; and  
 
     (d)  No event has occurred and no condition exists   
      which, upon the consummation of the transaction   
      contemplated hereby, constitutes a Default or an Event of   
      Default on the part of the Borrower under the Agreement or   
      the Notes either immediately or with the lapse of time or   
      the giving of notice, or both.  
                                  2 
 

<PAGE> 
 
     4.   Each of the Subsidiaries of the Borrower have joined   
in the execution of this Agreement for the purpose of consenting   
hereto and hereby reaffirm their respective guaranty of payment   
of the Obligations.  
 
     5.   All instruments and documents incident to the  
consummation of the transactions contemplated hereby shall be   
satisfactory in form and substance to the Agent, the Lenders   
and their counsel; the Agent shall have received copies of all   
additional agreements, instruments and documents which they may   
reasonably request in connection therewith, including copies of   
resolutions of the Borrower authorizing the transactions   
contemplated by this Amendment Agreement, such documents, when   
appropriate, to be certified by appropriate corporate or   
governmental authorities; and all proceedings of the Borrower   
relating to the matters provided for herein shall be   
satisfactory to the Agent, the Lenders and their counsel.  
 
     6.   This Amendment Agreement sets forth the entire  
understanding and agreement of the parties hereto in relation   
to the subject matter hereof and supersedes any prior   
negotiationsand agreements among the parties relative to such subject   
matter.  No promise, conditions, representation or warranty, express or   
implied, not herein set forth shall bind any party hereto, and   
no one of them has relied on any such promise, condition,   
representation or warranty.  Each of the parties hereto   
acknowledges that, except as in this Amendment Agreement   
otherwise expressly stated, no representations, warranties or   
commitments, express or implied, have been made by any other   
party to the other.  None of the terms or conditions of this   
Amendment Agreement may be changed, modified, waived or   
cancelled orally or otherwise, except by writing, signed by all   
the parties hereto, specifying such change, modification,   
waiver or cancellation of such terms or conditions, or of any   
preceding or succeeding breach thereof.  
 
     Except as hereby specifically amended, modified or   
supplemented, the Agreement and all of the other Loan Documents   
are hereby confirmed and ratified in all respects and shall   
remain in full force and effect according to their respective   
terms.  
                                  3 
  

<PAGE> 
 
     IN WITNESS WHEREOF, the parties hereto have caused this   
Amendment Agreement to be duly executed by their duly   
authorized officers, all as of the day and year first above   
written.  
 
                              BORROWER: 
 
WITNESS:                           TECH DATA CORPORATION 
 
/s/ NANCY DIFEO                    By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ SUSAN K. PLESO                 Title: Treasurer and Secretary 
- -------------------------- 
 
 
                              GUARANTORS: 
 
WITNESS:                           TECH DATA FINANCE, INC. 
 
/s/ NANCY DIFEO                    By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ SUSAN K. PLESO                 Title: Vice President, Chief 
- --------------------------                Financial Officer and  
                                          Secretary 
 
WITNESS:                           TECH DATA LATIN AMERICA, INC. 
 
/s/ NANCY DIFEO                    By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ SUSAN K. PLESO                 Title: Secretary and Treasurer 
- -------------------------- 
 
WITNESS:                           TECH DATA FRANCE, INC. 
 
/s/ NANCY DIFEO                    By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ SUSAN K. PLESO                 Title: Vice President, Chief 
- -------------------------                 Financial Officer,  
                                          Secretary and Treasurer 
 
 
WITNESS:                           TECH DATA FRANCE II, INC. 
 
/s/ NANCY DIFEO                    By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ SUSAN K. PLESO                 Title: Vice President, Chief 
- -------------------------                 Financial Officer,  
                                          Secretary and Treasurer 
                                  4 
 

<PAGE> 
 
WITNESS:                           TECH DATA CONSIGNMENT, INC. 
 
/s/ NANCY DIFEO                    By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ SUSAN K. PLESO                 Title: Secretary and Treasurer 
- -------------------------- 
 
WITNESS:                           TECH DATA EDUCATION, INC. 
 
/s/ NANCY DIFEO                    By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ SUSAN K. PLESO                 Title: Vice President, Chief 
- -------------------------                 Financial Officer,  
 
WITNESS:                           BUYERS RESOURCE, INC. 
 
/s/ NANCY DIFEO                    By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ SUSAN K. PLESO                 Title: Secretary 
- -------------------------- 
 
WITNESS:                           TECH DATA CANADA, INC. 
 
/s/ NANCY DIFEO                    By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ SUSAN K. PLESO                 Title: Secretary and Chief 
- -------------------------                 Financial Officer,  
 
                                   TECH DATA FRANCE 
                                   Societe en nom Collectif 
                                   By: TECH DATA FRANCE, INC., a 
                                       Florida Corporation 
 
/s/ NANCY DIFEO                    By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ SUSAN K. PLESO                 Title: Vice President and Chief 
- -------------------------                 Financial Officer, 
 
                                   AND 
 
                                   TECH DATA FRANCE II, INC., a  
                                   Florida Corporation 
 
                                   By:  /s/ JEFFERY P. HOWELLS 
                                       --------------------------    
                                   Name:  Jeffery P. Howells  
                                   Title: Vice President and Chief 
                                          Financial Officer 
                                  5 
 

<PAGE> 
 
                                   TECH DATA FRANCE 
                                   Societe en nom Collectif 
 
/s/ NANCY DIFEO                    By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ SUSAN K. PLESO                 Title: Director 
- -------------------------                  
                                  6 
 

<PAGE> 
 
                                   NATIONSBANK, NATIONAL ASSOCIATION  
                                   (SOUTH) in its capacity as Agent 
                                   By:   /s/ NANCY J. PEARSON 
                                         ------------------------ 
                                   Name:  Nancy J. Pearson 
                                   Title: Senior Vice President 
                                    
                                   NATIONSBANK, NATIONAL ASSOCIATION  
                                   (SOUTH) as Lender 
                                   By:   /s/ NANCY J. PEARSON 
                                         ------------------------ 
                                   Name:  Nancy J. Pearson 
                                   Title: Senior Vice President 
                                  7 
 

<PAGE> 
 
                                   BARNETT BANK OF PINELLAS COUNTY 
                                   By:   /s/ MICHAEL S. CROWE  
                                       -------------------------- 
                                   Name:  Michael S. Crowe 
                                   Title:  VP 
                                  8 
 

<PAGE> 
 
                                   NBD BANK 
                                   By:   /s/ RICHARD C. ELLIS 
                                       -------------------------- 
                                   Name:  Richard C. Ellis 
                                   Title:  VP 
                                  9 
 

<PAGE> 
 
                                   ROYAL BANK OF CANADA 
                                   By:   /s/ STEPHEN S. HUGHES 
                                       -------------------------- 
                                   Name:  Steven S. Huges 
                                   Title: Senior Manager 
                                  10 
 

<PAGE> 
 
                                   BANK OF AMERICA, ILLINOIS 
                                   By:   /s/ LAURENS F. SCHAAD, JR. 
                                       -------------------------- 
                                   Name:  Laurens F. Schaad, Jr. 
                                   Title: Vice President 
                                  11 
 

<PAGE> 
 
                                   SOUTHTRUST BANK OF ALABAMA, N.A. 
                                   By:   /s/ MARK WELLNER 
                                       -------------------------- 
                                   Name:  Mark Wellner 
                                   Title: Vice President 
                                  12 
 
 
 
 
 
                        AMENDMENT AGREEMENT NO. 5 TO 
                           AMENDED AND RESTATED  
                  REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT 
 
     THIS AMENDMENT AGREEMENT made and entered into as of the  
13th day of March, 1996, by and among TECH DATA CORPORATION, a  
Florida corporation (herein called the "Borrower"), the  
financial institutions who are signatories hereto (herein  
individually called the "Lender" and collectively the  
"Lenders"), and NATIONSBANK, NATIONAL ASSOCIATION (SOUTH)  
(successor by merger of NationsBank of Florida, National  
Association), as Agent for the Lenders (herein called the  
"Agent"). 
                          W I T N E S S E T H: 
 
     WHEREAS, the Borrower, the Agent and the Lenders have  
entered into an Amended and Restated Revolving Credit and  
Reimbursement Agreement dated July 28, 1994, as amended by  
Amendment Agreement No. 1, Amendment Agreement No. 2, Amendment  
Agreement No. 3 and Amendment Agreement No. 4 (the "Agreement")  
whereby the Lenders party thereto have agreed to make loans to  
the Borrower and to provide Letters of Credit and to create  
Acceptances on behalf of the Borrower; and 
 
     WHEREAS, the Subsidiaries of the Borrower have guaranteed  
payment of the Obligations pursuant to a Guaranty dated July  
28, 1994, all as described in the Agreement and other Loan  
Documents; and 
WHEREAS, the Borrower has requested that the Agreement be 
amended as hereinafter provided; 
 
     NOW, THEREFORE, the Borrower, the Lenders and the Agent do  
hereby agree as follows: 
 
     1.  The term "Agreement" as used herein and in Loan 
Documents shall mean the Agreement as hereby amended and  
modified.  Unless the context otherwise requires, all terms  
used herein without definition shall have the definition  
provided therefor in the Agreement. 
 
     2.  Subject to the conditions hereof, the Agreement is 
hereby amended, effective January 31, 1996, as follows: 
 
         (a)  Section 1.01 is hereby amended by adding a new  
     definition "Cash Equivalents" thereto immediately  
     preceding the definition "Closing Date" which shall read  
     as follows: 
 
             "'Cash Equivalents' means 
 
               (a)  marketable obligations issued or  
             unconditionally guaranteed by the United States  
 

<PAGE> 
 
             government, in each case maturing within one year  
             after the date of acquisition thereof; 
 
                (b)  marketable direct obligations issued by any  
             state of the United States or any political  
             subdivision of any such state maturing within 180  
             days after the date of acquisition thereof and, at  
             the time of acquisition, having a rating of A-1 or P- 
             1, or better, from Standard & Poor's division of  
             McGraw-Hill, Inc. ("Standard & Poor's") or Moody's  
             Investors Service, Inc., respectively; 
 
                (c)  commercial paper maturing no more than 270  
             days after the date of acquisition thereof, issued by a  
             corporation organized under the laws of any state of the  
             United States or of the District of Columbia and, at the  
             time of acquisition, having a rating of A-1 or P-1, or  
             better, from Standard & Poor's or Moody's Investors  
             Service, Inc., respectively; 
 
                (d)  time deposits, certificates of deposit or  
             Eurodollar deposit maturing within 90 days after the  
             date of acquisition thereof, issued by any commercial  
             bank that is either (i) a member of the Federal Reserve  
             System that has capital, surplus and undivided profits  
             (as shown on its most recent statement of condition)  
             aggregating not less than $400,000,000 and is rated A or  
             better by Moody's Investors Service, Inc. or Standard &  
             Poor's or (ii) a Lender; 
 
                (e)  repurchase agreements entered into with any  
             Lender or any commercial bank of the nature referred to  
             in CLAUSE (D), secured by a fully perfected Lien in any  
             obligation of the type described in any of CLAUSES (A)  
             through (D), having a fair market value at the time such  
             repurchase agreement is entered into of not less than  
             100% of the repurchase obligation thereunder of such  
             Lender or other commercial bank; and 
 
                (f)  money market funds not less than 75% of whose  
             investments are made up of securities described in  
             CLAUSES (A) THROUGH (E)." 
 
         (b)  The definition of "Consolidated Asset Coverage  
     Ratio" in Section 1.01 is amended in its entirety so that as  
     amended it shall read as follows: 
 
              "'Consolidated Asset Coverage Ratio' means the  
         ratio of (A) the sum of, WITHOUT DUPLICATION, (i)  
         unrestricted cash and Cash Equivalents located in each  
         case within the United States, (ii) Remaining Accounts  
         Receivable, (iii) Receivables of Subsidiaries, (iv)  
         Inventory and (v) Prepaid Inventory to (B) the sum of  
                                  2 
 

<PAGE> 
 
         (i) the Revolving Credit Debit Balance, (ii) outstanding  
         Swing Line Loans, (iii) outstanding Letters of Credit  
         and Acceptances, (iv) Indebtedness arising under the  
         Softmart Foreign Currency Agreement, (v) Indebtedness of  
         TDC described in Section 9.06(v), (vi) Indebtedness  
         permitted under Section 9.06(viii) and (xi), and (vii)  
         accounts payable of the Borrower and its Subsidiaries,  
         all determined on a consolidated basis in accordance  
         with Generally Accepted Accounting Principals applied on  
         a Consistent Basis;" 
 
         (c)  Section 9.13 is amended in its entirety so that as  
     amended it shall read as follows: 
 
              "9.13  CAPITAL EXPENDITURES.  Make or become  
         committed to make, directly or indirectly, for any  
         Fiscal Year (on a non-cumulative basis, to the effect  
         that expenditures permitted but not made in any Fiscal  
         Year may not be made in any subsequent Fiscal Year)  
         expenditures for fixed or capital assets (including,  
         without limitation, Capital Leases) amounting in the  
         aggregate for the Borrower and its Subsidiaries to more  
         than (i) $42,000,000 during the Fiscal Year ending  
         January 31, 1995, (ii) $28,000,000 during the Fiscal  
         Year ending January 31, 1996 and (iii) $25,000,000 
         during any Fiscal Year thereafter." 
 
     3.  In order to induce the Lenders to enter into this 
Amendment Agreement, the Borrower represents and warrants to the  
Lenders as follows: 
 
         (a)  The representations and warranties made by Borrower  
     in Article VII of the Agreement are true on and as of the  
     date hereto except that the financial statements referred to  
     in Section 7.02(c) shall be those most recently furnished to  
     each Lender pursuant to Section 8.01; 
 
         (b)  There has been no material change in the condition,  
     financial or otherwise, of the Borrower and its Subsidiaries  
     since the date of the most recent financial reports of the  
     Borrower received by each Lender under Section 8.01 thereof,  
     other than changes in the ordinary course of business, none  
     of which has been a material adverse change; 
 
         (c)  The business and properties of the Borrower and its  
     Subsidiaries are not, and since the date of the most recent  
     financial report of the Borrower and its Subsidiaries  
     received by each Lender under Section 8.01 thereof have not  
     been adversely affected in any substantial way as the result  
     of any fire, explosion, earthquake, accident, strike,  
     lockout, combination of workers, flood, embargo, riot,  
     activities of armed forces, war or acts of God or the public  
     enemy, or cancellation or loss of any major contracts; and 
                                  3 
 

<PAGE> 
 
         (d)  No event has occurred and no condition exists  
     which, upon the consummation of the transaction contemplated  
     hereby, constitutes a Default or an Event of Default on the  
     part of the Borrower under the Agreement or the Notes either  
     immediately or with the lapse of time or the giving of  
     notice, or both. 
 
     4.  Each of the Subsidiaries of the Borrower have joined in 
the execution of this Agreement for the purpose of consenting  
hereto and hereby reaffirm their respective guaranty of payment of  
the Obligations. 
 
     5.  All instruments and documents incident to the 
consummation of the transactions contemplated hereby shall be  
satisfactory in form and substance to the Agent, the Lenders and  
their counsel; the Agent shall have received copies of all  
additional agreements, instruments and documents which they may  
reasonably request in connection therewith, including copies of  
resolutions of the Borrower authorizing the transactions  
contemplated by this Amendment Agreement, such documents, when  
appropriate, to be certified by appropriate corporate or  
governmental authorities; and all proceedings of the Borrower  
relating to the matters provided for herein shall be satisfactory  
to the Agent, the Lenders and their counsel. 
 
     6.  This Amendment Agreement sets forth the entire 
understanding and agreement of the parties hereto in relation to  
the subject matter hereof and supersedes any prior negotiations  
and agreements among the parties relative to such subject matter. 
No promise, conditions, representation or warranty, express or  
implied, not herein set forth shall bind any party hereto, and no  
one of them has relied on any such promise, condition,  
representation or warranty.  Each of the parties hereto  
acknowledges that, except as in this Amendment Agreement otherwise  
expressly stated, no representations, warranties or 
commitments, express or implied, have been made by any other party  
to the other.  None of the terms or conditions of this Amendment  
Agreement may be changed, modified, waived or canceled orally or  
otherwise, except by writing, signed by all the parties hereto,  
specifying such change, modification, waiver or cancellation of  
such terms or conditions, or of any preceding or succeeding breach  
thereof. 
 
     Except as hereby specifically amended, modified or  
supplemented, the Agreement and all of the other Loan Documents  
are hereby confirmed and ratified in all respects and shall remain  
in full force and effect according to their respective terms. 
                                  4 
 

<PAGE> 
 
     IN WITNESS WHEREOF, the parties hereto have caused this  
Amendment Agreement to be duly executed by their duly authorized  
officers, all as of the day and year first above written. 
 
                              BORROWER: 
 
WITNESS:                           TECH DATA CORPORATION 
 
/s/ NANCY DIFEO                    By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ SUSAN K. PLESO                 Title: Treasurer and Secretary 
- -------------------------- 
 
 
                              GUARANTORS: 
 
WITNESS:                           TECH DATA FINANCE, INC. 
 
/s/ NANCY DIFEO                    By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ SUSAN K. PLESO                 Title: Vice President, Chief 
- --------------------------                Financial Officer and  
                                          Secretary 
 
WITNESS:                           TECH DATA LATIN AMERICA, INC. 
 
/s/ NANCY DIFEO                    By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ SUSAN K. PLESO                 Title: Secretary and Treasurer 
- -------------------------- 
 
WITNESS:                           TECH DATA FRANCE, INC. 
 
/s/ NANCY DIFEO                    By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ SUSAN K. PLESO                 Title: Vice President, Chief 
- -------------------------                 Financial Officer,  
                                          Secretary and Treasurer 
 
 
WITNESS:                           TECH DATA FRANCE II, INC. 
 
/s/ NANCY DIFEO                    By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ SUSAN K. PLESO                 Title: Vice President, Chief 
- -------------------------                 Financial Officer,  
                                          Secretary and Treasurer 
                                  5 
 

<PAGE> 
 
WITNESS:                           TECH DATA CONSIGNMENT, INC. 
 
/s/ NANCY DIFEO                    By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ SUSAN K. PLESO                 Title: Secretary and Treasurer 
 
WITNESS:                           TECH DATA EDUCATION, INC. 
 
/s/ NANCY DIFEO                    By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ SUSAN K. PLESO                 Title: Vice President, Chief 
- -------------------------                 Financial Officer,  
 
WITNESS:                           BUYERS RESOURCE, INC. 
 
/s/ NANCY DIFEO                    By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ SUSAN K. PLESO                 Title: Secretary 
 
WITNESS:                           TECH DATA CANADA, INC. 
/s/ NANCY DIFEO                    By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ SUSAN K. PLESO                 Title: Secretary and Chief 
- -------------------------                 Financial Officer,  
 
                                   TECH DATA FRANCE 
                                   Societe en nom Collectif 
WITNESS:                           By: TECH DATA FRANCE, INC., a 
                                       Florida Corporation 
 
/s/ NANCY DIFEO                    By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ SUSAN K. PLESO                 Title: Vice President and Chief 
- -------------------------                 Financial Officer, 
 
                                   AND 
 
                                   TECH DATA FRANCE II, INC., a  
                                   Florida Corporation 
 
                                   By:  /s/ JEFFERY P. HOWELLS 
                                       --------------------------    
                                   Name:  Jeffery P. Howells  
                                   Title: Vice President and Chief 
                                          Financial Officer 
                                  6 
 

<PAGE> 
 
                                   TECH DATA FRANCE 
                                   Societe en nom Collectif 
 
/s/ NANCY DIFEO                    By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ SUSAN K. PLESO                 Title: Director 
- -------------------------                  
                                  7 
 

<PAGE> 
 
                                   NATIONSBANK, NATIONAL ASSOCIATION  
                                   (SOUTH) in its capacity as Agent 
                                   By:   /s/ NANCY J. PEARSON 
                                         ------------------------ 
                                   Name:  Nancy J. Pearson 
                                   Title: Senior Vice President 
                                    
                                   NATIONSBANK, NATIONAL ASSOCIATION  
                                   (SOUTH) as Lender 
                                   By:   /s/ NANCY J. PEARSON 
                                         ------------------------ 
                                   Name:  Nancy J. Pearson 
                                   Title: Senior Vice President 
                                  8 
 

<PAGE> 
 
                                   BARNETT BANK OF PINELLAS COUNTY 
                                   By:   /s/ MICHAEL S. CROWE  
                                       -------------------------- 
                                   Name:  Michael S. Crowe 
                                   Title:  VP 
                                  9 
 

<PAGE> 
 
                                   NBD BANK 
                                   By:   /s/ RICHARD C. ELLIS 
                                       -------------------------- 
                                   Name:  Richard C. Ellis 
                                   Title:  VP 
                                  10 
 

<PAGE> 
 
                                   ROYAL BANK OF CANADA 
                                   By:   /s/ MICHAEL A COLE 
                                       -------------------------- 
                                   Name:  Michael A. Cole 
                                   Title: Manager 
                                  11 
 

<PAGE> 
 
                                   BANK OF AMERICA, ILLINOIS 
                                   By:   /s/ LAURENS F. SCHAAD, JR. 
                                       -------------------------- 
                                   Name:  Laurens F. Schaad, Jr. 
                                   Title: Vice President 
                                  12 
 

<PAGE> 
 
                                   SOUTHTRUST BANK OF ALABAMA, N.A. 
                                   By:   /s/ MARK WELLNER 
                                       -------------------------- 
                                   Name:  Mark Wellner 
                                   Title: Vice President 
                                  13 
 

 
                                                                EXHIBIT 10-MM 
                        AMENDMENT AGREEMENT NO. 3      
                                   TO     
                    REVOLVING FOREIGN CURRENCY AGREEMENT     
     
     THIS AMENDMENT AGREEMENT made and entered into as of the     
31st day of July, 1995, by and among TECH DATA FRANCE, INC.     
(successor by merger effective as of March 24, 1994 to Softmart      
International, S.A.), Societe en nom Collectif incorporated  under     
French law (herein called the "Borrower"),  the financial  institutions    
who are signatories hereto (herein individually  called the "Lender" and   
collectively the "Lenders"), and  NATIONSBANK OF FLORIDA, NATIONAL   
ASSOCIATION, as Agent for  the Lenders (herein called the "Agent").   
Capitalized terms used herein and not otherwise defined shall have the  
meanings set forth in the Agreement.    
     
                         W I T N E S S E T H:     
     
     WHEREAS, the Borrower, the Agent and the Lenders have  entered into     
a Revolving Foreign Currency Agreement dated August  4, 1994 as amended by    
 Amendment Agreement No. 1, Amendment  Agreement No. 2 (as amended, the     
"Agreement")whereby the Lenders party thereto have agreed to make loans     
to the Borrower; and     
    
     WHEREAS, Tech Data Corporation the ultimate parent of the  Borrower     
(the "Parent") and its Subsidiaries have guaranteed  payment of the     
Obligations pursuant to Guaranty Agreements dated  August 4, 1994, all as    
described
 in the Agreement and other Loan Documents; and     
    
     WHEREAS, the Borrower has requested that the Agreement be amended    
 as hereinafter provided;     
     
     NOW, THEREFORE, the Borrower, the Lenders and the Agent do    
hereby agree as follows:     
     
     1.     The term "Agreement" as used herein and in Loan     
Documents shall mean the Agreement as hereby amended and      
modified.  Unless the context otherwise requires, all terms used      
herein without definition shall have the definition provided      
therefor in the Agreement.     
     
     2.    Section 8.04 of the Agreement is hereby amended in its     
entirety, effective July 31, 1995, so that as amended it shall read      
as follows:     
    
           "8.04 EBIT to Interest Expense. Permit the ratio of     
     Consolidated EBIT to Consolidated Interest Expense to be less     
     than 2.00 to 1.00 at any time."    
     
     3.     In order to induce the Lenders to enter into this     
Amendment Agreement, the Borrower represents and warrants to the      
Lenders as follows:     
    
           (a)  The representations and warranties made by      
     Borrower in Article VII of the Agreement are true on and as      
                                   
 

<PAGE> 
 
     of the date hereto except that the financial statements      
     referred to in Section 6.02(c) of the Agreement shall be those most    
     recently furnished to each Lender pursuant to Section 7.01 thereof;    
     
          (b)  There has been no material change in the      
     condition, financial or otherwise, of the Borrower and its     
     Subsidiaries since the date of the most recent financial      
     reports of the Borrower received by each Lender under      
     Section 8.01 thereof of the Agreement, other than changes in the     
     ordinary course of business, none of which has been a material      
     adverse change;     
    
          (c)  The business and properties of the Borrower and      
     its Subsidiaries are not, and since the date of the most      
     recent financial report of the Borrower and its      
     Subsidiaries received by each Lender under Section 7.01      
     of the Agreement have not been adversely affected in any     
     substantial way as the result of any fire, explosion, earthquake,     
     accident, strike, lockout, combination of workers, flood,      
     embargo, riot, activities of armed forces, war or acts of      
     God or the public enemy, or cancellation or loss of any      
     major contracts; and     
    
          (d)  No event has occurred and no condition exists      
     which, upon the consummation of the transaction      
     contemplated hereby, constitutes a Default or an Event of      
     Default on the part of the Borrower under the Agreement or      
     the Notes either immediately or with the lapse of time or      
     the giving of notice, or both.     
     
     4.     Each of the Parent and its Subsidiaries have joined in the     
execution and Delivery of this Agreement for the purpose of consenting    
hereto and hereby reaffirm their respective guaranty of payment of the    
Obligations.     
     
     5.     All instruments and documents incident to the     
consummation of the transactions contemplated hereby shall be      
satisfactory in form and substance to the Agent, the Lenders and      
their counsel; the Agent shall have received copies of all      
additional agreements, instruments and documents which they may      
reasonably request in connection therewith, including copies of      
resolutions of the Borrower authorizing the transactions      
contemplated by this Amendment Agreement, such documents, when      
appropriate, to be certified by appropriate corporate or      
governmental authorities; and all proceedings of the Borrower      
relating to the matters provided for herein shall be      
satisfactory to the Agent, the Lenders and their counsel.     
     
     6.     This Amendment Agreement sets forth the entire     
understanding and agreement of the parties hereto in relation to      
the subject matter hereof and supersedes any prior negotiations      
and agreements among the parties relative to such subject      
matter. No promise, conditions, representation or warranty,      
                                  2 
 

<PAGE> 
 
express or implied, not herein set forth shall bind any party      
hereto, and no one of them has relied on any such promise,      
condition, representation or warranty.  Each of the parties      
hereto acknowledges that, except as otherwise expressly stated     
in this Agreement no representations, warranties or commitments,     
express or implied, have been made by any other  party hereto the     
other.  None of the terms or conditions of this Amendment Agreement may    
be changed, modified, waived or  canceled orally or otherwise, except     
by writing, signed by all the parties hereto, specifying such change,     
modification, waiver or cancellation of such terms or conditions, or of     
any preceding or succeeding breach thereof.     
     
     Except as hereby specifically amended, modified or      
supplemented, the Agreement and all of the other Loan Documents      
are hereby confirmed and ratified in all respects and shall      
remain in full force and effect according to their respective      
terms.     
    
     7.     This Amendment Agreement shall be governed by and construed in     
accordance with the laws of the State of Florida.    
                                  3    
 

<PAGE> 
 
     IN WITNESS WHEREOF, the parties hereto have caused this     
Amendment Agreement to be duly executed by their duly      
authorized officers, all as of the day and year first above      
written.     
 
                              BORROWER: 
 
WITNESS:                           TECH DATA FRANCE 
                                   Societe en nom Collectif 
 
/s/ CAROL T. HACKNEY               By: /s/ JEFFERY P. HOWELLS 
- --------------------------            --------------------------- 
                                   Name:  Jeffery P. Howells 
/s/ NANCY DIFEO                    Title: Director 
- -------------------------- 
 
 
                              GUARANTORS: 
 
WITNESS:                           TECH DATA CORPORATION 
 
/s/ CAROL T. HACKNEY               By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ NANCY DIFEO                    Title: Vice President, Treasurer and  
- --------------------------                Secretary 
 
WITNESS:                           TECH DATA FINANCE, INC. 
 
/s/ CAROL T. HACKNEY               By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ NANCY DIFEO                    Title: Vice President, Chief 
- --------------------------                Financial Officer and  
                                          Secretary 
 
WITNESS:                           TECH DATA LATIN AMERICA, INC. 
 
/s/ CAROL T. HACKNEY               By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ NANCY DIFEO                    Title: Secretary and Treasurer 
- -------------------------- 
 
WITNESS:                           TECH DATA FRANCE, INC. 
 
/s/ CAROL T. HACKNEY               By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ NANCY DIFEO                    Title: Vice President, Chief 
- -------------------------                 Financial Officer,  
                                          Secretary and Treasurer 
                                  4 
 

<PAGE> 
 
WITNESS:                           TECH DATA FRANCE II, INC. 
 
/s/ CAROL T. HACKNEY               By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ NANCY DIFEO                    Title: Vice President, Chief 
- -------------------------                 Financial Officer,  
                                          Secretary and Treasurer 
 
WITNESS:                           TECH DATA CONSIGNMENT, INC. 
 
/s/ CAROL T. HACKNEY               By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ NANCY DIFEO                    Title: Secretary and Treasurer 
- -------------------------- 
 
WITNESS:                           TECH DATA EDUCATION, INC. 
                                   (formally known as Tech ata New York 
                                    Training Center, Inc.) 
 
/s/ CAROL T. HACKNEY               By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ NANCY DIFEO                   Title: Vice President, Chief 
- -------------------------                 Financial Officer,  
 
WITNESS:                           BUYERS RESOURCE, INC. 
 
/s/ CAROL T. HACKNEY               By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ NANCY DIFEO                    Title: Secretary 
- -------------------------- 
 
WITNESS:                           TECH DATA CANADA, INC. 
 
/s/ CAROL T. HACKNEY               By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ NANCY DIFEO                    Title: Secretary and Chief 
- -------------------------                 Financial Officer,  
                                  5 
 

<PAGE> 
 
                                   TECH DATA FRANCE 
                                   Societe en nom Collectif 
                                   By: TECH DATA FRANCE, INC., a 
                                       Florida Corporation 
 
/s/ CAROL T. HACKNEY               By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ NANCY DIFEO                    Title: Vice President and Chief 
- -------------------------                 Financial Officer, 
 
                                 AND 
 
                                   TECH DATA FRANCE II, INC., a  
                                   Florida Corporation 
 
                                   By:  /s/ JEFFERY P. HOWELLS 
                                       --------------------------    
                                   Name:  Jeffery P. Howells  
                                   Title: Vice President and Chief 
                                          Financial Officer 
                                  6 
 

<PAGE> 
 
                                   NATIONSBANK, NATIONAL ASSOCIATION  
                                   (SOUTH) in its capacity as Agent 
                                   By:   /s/ NANCY J. PEARSON 
                                         ------------------------ 
                                   Name:  Nancy J. Pearson 
                                   Title: Senior Vice President 
                                    
                                   NATIONSBANK, NATIONAL ASSOCIATION  
                                   (SOUTH) as Lender 
                                   By:   /s/ NANCY J. PEARSON 
                                         ------------------------ 
                                   Name:  Nancy J. Pearson 
                                   Title: Senior Vice President 
                                  7 
 

<PAGE> 
 
                                   CREDIT LYONNAIS CAYMAN ISLAND BRANCH 
                                   By:   /s/ DAVID M. CAWRSE 
                                       -------------------------- 
                                   Name:  David M/ Cawrse 
                                   Title:  Authorized Signature 
                                  8 
 

<PAGE> 
 
                                   NBD BANK 
                                   By:   /s/ RICHARD C. ELLIS 
                                       -------------------------- 
                                   Name:  Richard C. Ellis 
                                   Title:  VP 
                                  9 
 

<PAGE> 
 
                                   BANQUE FRANCAISE du COMMERCE 
                                   EXTERIEUR 
                                   By:   /s/ JEAN-NOEL GUETAT 
                                       -------------------------- 
                                   Name:  Jean-Noel Guetat 
                                   Title: Directeur 
 
                                   By:   /s/ FRANCOIS CARRIERE 
                                       -------------------------- 
                                   Name:  Francois Carriere 
                                   Title: Fonde de Pouvoir 
                                  10 
 

<PAGE> 
 
                                   BANK OF AMERICA ILLINOIS 
                                   By:   /s/ LAURENS F. SCHAAD, JR. 
                                       -------------------------- 
                                   Name:  Laurens F. Schaad, Jr. 
                                   Title: Vice President 
                                  11 
 
 
 
 
                       AMENDMENT AGREEMENT NO. 4    
                                    TO   
                    REVOLVING FOREIGN CURRENCY AGREEMENT   
   
     THIS AMENDMENT AGREEMENT made and entered into as of the   
13th day of February, 1996, by and among TECH DATA FRANCE    
(successor by merger effective as of March 24, 1994 to Softmart    
International, S.A.), Societe en nom Collectif incorporated    
under French law (herein called the "Borrower"), the financial    
institutions who are signatories hereto (herein individually    
called the "Lender" and collectively the "Lenders"), and    
NATIONSBANK, NATIONAL ASSOCIATION (SOUTH) (successor by merger    
of NationsBank of Florida, National Association), as Agent for    
the Lenders (herein called the "Agent").   
   
                           W I T N E S S E T H:   
   
     WHEREAS, the Borrower, the Agent and the Lenders have    
entered into a Revolving Foreign Currency Agreement dated August    
4, 1994 as amended by Amendment Agreement No. 1, Amendment    
Agreement No. 2 and Amendment Agreement No. 3 (the "Agreement")    
whereby the Lenders party thereto have agreed to make loans to    
the Borrower; and   
 
     WHEREAS, Tech Data Corporation the ultimate parent of the    
Borrower (the "Parent") and its Subsidiaries have guaranteed    
payment of the Obligations pursuant to Guaranty Agreements dated    
August 4, 1994, all as described in the Agreement and other Loan    
Documents; and   
 
     WHEREAS, the Borrower has requested that the Agreement be   
amended as hereinafter provided;   
   
     NOW, THEREFORE, the Borrower, the Lenders and the Agent do    
hereby agree as follows:   
   
     1.     The term "Agreement" as used herein and in Loan   
Documents shall mean the Agreement as hereby amended and    
modified.  Unless the context otherwise requires, all terms used    
herein without definition shall have the definition provided    
therefor in the Agreement.   
   
     2.     Clause (viii) of Section 8.06 of the Agreement is   
hereby amended in its entirety, so that as amended it shall read    
as follows:   
 
           "(viii)  unsecured Indebtedness of Parent in an    
     aggregate outstanding principal amount at any time not to    
     exceed $50,000,000, of which $45,000,000 shall be used for    
     the sole purpose of providing standby letters of credit    
     issued by NationsBank in favor of Compaq Computer    
     Corporation to support the purchase of Inventory;"   
                                   
 

<PAGE> 
 
     3.     In order to induce the Lenders to enter into this   
Amendment Agreement, the Borrower represents and warrants to the    
Lenders as follows:   
 
           (a)  The representations and warranties made by    
     Borrower in Article VII of the Agreement are true on and as    
     of the date hereto except that the financial statements    
     referred to in Section 6.02(c) shall be those most recently    
     furnished to each Lender pursuant to Section 7.01;   
 
          (b)  There has been no material change in the    
     condition, financial or otherwise, of the Borrower and its   
     Subsidiaries since the date of the most recent financial    
     reports of the Borrower received by each Lender under    
     Section 8.01 thereof, other than changes in the ordinary    
     course of business, none of which has been a material    
     adverse change;   
 
          (c)  The business and properties of the Borrower and    
     its Subsidiaries are not, and since the date of the most    
     recent financial report of the Borrower and its    
     Subsidiaries received by each Lender under Section 7.01    
     thereof have not been adversely affected in any substantial    
     way as the result of any fire, explosion, earthquake,    
     accident, strike, lockout, combination of workers, flood,    
     embargo, riot, activities of armed forces, war or acts of    
     God or the public enemy, or cancellation or loss of any    
     major contracts; and   
 
          (d)  No event has occurred and no condition exists    
     which, upon the consummation of the transaction    
     contemplated hereby, constitutes a Default or an Event of    
     Default on the part of the Borrower under the Agreement or    
     the Notes either immediately or with the lapse of time or    
     the giving of notice, or both.   
   
     4.     Each of the Parent and its Subsidiaries have joined in   
the execution of this Agreement for the purpose of consenting    
hereto and hereby reaffirm their respective guaranty of payment    
of the Obligations.   
   
     5.     All instruments and documents incident to the   
consummation of the transactions contemplated hereby shall be    
satisfactory in form and substance to the Agent, the Lenders and    
their counsel; the Agent shall have received copies of all    
additional agreements, instruments and documents which they may    
reasonably request in connection therewith, including copies of    
resolutions of the Borrower authorizing the transactions    
contemplated by this Amendment Agreement, such documents, when    
appropriate, to be certified by appropriate corporate or    
governmental authorities; and all proceedings of the Borrower    
relating to the matters provided for herein shall be    
satisfactory to the Agent, the Lenders and their counsel.   
                                  2 
 

<PAGE> 
 
     6.     This Amendment Agreement sets forth the entire   
understanding and agreement of the parties hereto in relation to    
the subject matter hereof and supersedes any prior negotiations    
and agreements among the parties relative to such subject    
matter. No promise, conditions, representation or warranty,    
express or implied, not herein set forth shall bind any party    
hereto, and no one of them has relied on any such promise,    
condition, representation or warranty.  Each of the parties    
hereto acknowledges that, except as in this Amendment Agreement    
otherwise expressly stated, no representations, warranties or    
commitments, express or implied, have been made by any other    
party to the other.  None of the terms or conditions of this    
Amendment Agreement may be changed, modified, waived or    
cancelled orally or otherwise, except by writing, signed by all    
the parties hereto, specifying such change, modification, waiver    
or cancellation of such terms or conditions, or of any preceding    
or succeeding breach thereof.   
   
     Except as hereby specifically amended, modified or    
supplemented, the Agreement and all of the other Loan Documents    
are hereby confirmed and ratified in all respects and shall    
remain in full force and effect according to their respective    
terms.   
                                  3 
 

<PAGE> 
 
     IN WITNESS WHEREOF, the parties hereto have caused this   
Amendment Agreement to be duly executed by their duly    
authorized officers, all as of the day and year first above    
written.   
                               BORROWER: 
 
WITNESS:                           TECH DATA FRANCE 
                                   Societe en nom Collectif 
 
/s/ CAROL T. HACKNEY               By: /s/ JEFFERY P. HOWELLS 
- --------------------------            --------------------------- 
                                   Name:  Jeffery P. Howells 
/s/ NANCY DIFEO                    Title: Director 
- -------------------------- 
 
 
                              GUARANTORS: 
 
WITNESS:                           TECH DATA CORPORATION 
 
/s/ CAROL T. HACKNEY               By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ NANCY DIFEO                    Title: Vice President, Treasurer and  
- --------------------------                Secretary 
 
WITNESS:                           TECH DATA FINANCE, INC. 
 
/s/ CAROL T. HACKNEY               By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ NANCY DIFEO                    Title: Vice President, Chief 
- --------------------------                Financial Officer and  
                                          Secretary 
 
WITNESS:                           TECH DATA LATIN AMERICA, INC. 
 
/s/ CAROL T. HACKNEY               By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ NANCY DIFEO                    Title: Secretary and Treasurer 
- --------------------------        4 
 

<PAGE> 
 
WITNESS:                           TECH DATA FRANCE, INC. 
 
/s/ CAROL T. HACKNEY               By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ NANCY DIFEO                    Title: Vice President, Chief 
- -------------------------                 Financial Officer,  
                                          Secretary and Treasurer 
 
WITNESS:                           TECH DATA FRANCE II, INC. 
 
/s/ CAROL T. HACKNEY               By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ NANCY DIFEO                    Title: Vice President, Chief 
- -------------------------                 Financial Officer,  
                                          Secretary and Treasurer 
 
WITNESS:                           TECH DATA CONSIGNMENT, INC. 
 
/s/ CAROL T. HACKNEY               By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ NANCY DIFEO                    Title: Secretary and Treasurer 
- -------------------------- 
 
WITNESS:                           TECH DATA EDUCATION, INC. 
                                   (formally known as Tech ata New York 
                                    Training Center, Inc.) 
 
/s/ CAROL T. HACKNEY               By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ NANCY DIFEO                   Title: Vice President, Chief 
- -------------------------                 Financial Officer,  
 
WITNESS:                           BUYERS RESOURCE, INC. 
 
/s/ CAROL T. HACKNEY               By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ NANCY DIFEO                    Title: Secretary 
- -------------------------- 
 
WITNESS:                           TECH DATA CANADA, INC. 
 
/s/ CAROL T. HACKNEY               By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ NANCY DIFEO                    Title: Secretary and Chief 
- -------------------------                 Financial Officer,  
                                  5 
 

<PAGE> 
 
                                   TECH DATA FRANCE 
                                   Societe en nom Collectif 
                                   By: TECH DATA FRANCE, INC., a 
                                       Florida Corporation 
 
/s/ CAROL T. HACKNEY               By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ NANCY DIFEO                    Title: Vice President and Chief 
- -------------------------                 Financial Officer, 
 
                                 AND 
 
                                   TECH DATA FRANCE II, INC., a  
                                   Florida Corporation 
 
                                   By:  /s/ JEFFERY P. HOWELLS 
                                       --------------------------    
                                   Name:  Jeffery P. Howells  
                                   Title: Vice President and Chief 
                                          Financial Officer 
                                  6 
 

<PAGE> 
 
                                   NATIONSBANK, NATIONAL ASSOCIATION  
                                   (SOUTH) in its capacity as Agent 
                                   By:   /s/ NANCY J. PEARSON 
                                         ------------------------ 
                                   Name:  Nancy J. Pearson 
                                   Title: Senior Vice President 
                                    
                                   NATIONSBANK, NATIONAL ASSOCIATION  
                                   (SOUTH) as Lender 
                                   By:   /s/ NANCY J. PEARSON 
                                         ------------------------ 
                                   Name:  Nancy J. Pearson 
                                   Title: Senior Vice President 
                                  7 
 

<PAGE> 
 
                                   CREDIT LYONNAIS CAYMAN ISLAND BRANCH 
                                   By:   /s/ DAVID M. CAWRSE 
                                       -------------------------- 
                                   Name:  David M/ Cawrse 
                                   Title:  Authorized Signature 
                                  8 
 

<PAGE> 
 
                                   NBD BANK 
                                   By:   /s/ RICHARD C. ELLIS 
                                       -------------------------- 
                                   Name:  Richard C. Ellis 
                                   Title:  VP 
                                  9 
 

<PAGE> 
 
                                   BANQUE FRANCAISE du COMMERCE 
                                   EXTERIEUR 
                                   By:   /s/ JEAN-NOEL GUETAT 
                                       -------------------------- 
                                   Name:  Jean-Noel Guetat 
                                   Title: Directeur 
 
                                   By:   /s/ FRANCOIS CARRIERE 
                                       -------------------------- 
                                   Name:  Francois Carriere 
                                   Title: Fonde de Pouvoir 
                                  10 
 

<PAGE> 
 
                                   BANK OF AMERICA ILLINOIS 
                                   By:   /s/ LAURENS F. SCHAAD, JR. 
                                       -------------------------- 
                                   Name:  Laurens F. Schaad, Jr. 
                                   Title: Vice President 
                                  11 
 
 
 
 
                        AMENDMENT AGREEMENT NO. 5 
                                    TO 
                     REVOLVING FOREIGN CURRENCY AGREEMENT 
 
     THIS AMENDMENT AGREEMENT made and entered into as of the     
13th day of March, 1996, by and among TECH DATA FRANCE  
(successor by merger effective as of March 24, 1994 to Softmart  
International, S.A.), Societe en nom Collectif incorporated  
under French law (herein called the "Borrower"), the financial  
institutions who are signatories hereto (herein individually  
called the "Lender" and collectively the "Lenders"), and  
NATIONSBANK, NATIONAL ASSOCIATION (SOUTH) (successor by merger  
of NationsBank of Florida, National Association), as Agent for  
the Lenders (herein called the "Agent"). 
 
                          W I T N E S S E T H: 
 
     WHEREAS, the Borrower, the Agent and the Lenders have  
entered into a Revolving Foreign Currency Agreement dated  
August 4, 1994 as amended by Amendment Agreement No. 1,  
Amendment Agreement No. 2, Amendment Agreement No. 3 and  
Amendment Agreement No. 4 (the "Agreement") whereby the Lenders  
party thereto have agreed to make loans to the Borrower; and 
 
     WHEREAS, Tech Data Corporation the ultimate parent of the  
Borrower (the "Parent") and its Subsidiaries have guaranteed  
payment of the Obligations pursuant to Guaranty Agreements  
dated August 4, 1994, all as described in the Agreement and  
other Loan Documents; and 
 
     WHEREAS, the Borrower has requested that the Agreement be 
amended as hereinafter provided; 
 
     NOW, THEREFORE, the Borrower, the Lenders and the Agent do  
hereby agree as follows: 
 
     1.  The term "Agreement" as used herein and in Loan 
Documents shall mean the Agreement as hereby amended and  
modified.  Unless the context otherwise requires, all terms  
used herein without definition shall have the definition  
provided therefor in the Agreement. 
 
     2.  Subject to the conditions hereof, the Agreement is 
hereby amended, effective January 31, 1996, as follows: 
 
         (a)  Section 1.01 is hereby amended by adding a new  
     definition "Cash Equivalents" thereto immediately  
     preceding the definition "Charlotte Time" which shall read  
     as follows: 
 
         "'Cash Equivalents' means 
 
             (a)  marketable obligations issued or  
          unconditionally guaranteed by the United States  
          government, in each case maturing within one year  
          after the date of acquisition thereof; 
                                   
 

<PAGE> 
 
             (b)  marketable direct obligations issued by any  
          state of the United States or any political  
          subdivision of any such state maturing within 180  
          days after the date of acquisition thereof and, at  
          the time of acquisition, having a rating of A-1 or P- 
          1, or better, from Standard & Poor's division of  
          McGraw-Hill, Inc. ("Standard & Poor's") or Moody's  
          Investors Service, Inc., respectively; 
 
             (c)  commercial paper maturing no more than 270  
          days after the date of acquisition thereof, issued by a  
          corporation organized under the laws of any state of the  
          United States or of the District of Columbia and, at the  
          time of acquisition, having a rating of A-1 or P-1, or  
          better, from Standard & Poor's or Moody's Investors  
          Service, Inc., respectively; 
 
             (d)  time deposits, certificates of deposit or  
          Eurodollar deposit maturing within 90 days after the  
          date of acquisition thereof, issued by any commercial  
          bank that is either (i) a member of the Federal Reserve  
          System that has capital, surplus and undivided profits  
          (as shown on its most recent statement of condition)  
          aggregating not less than $400,000,000 and is rated A or  
          better by Moody's Investors Service, Inc. or Standard &  
          Poor's or (ii) a Lender; 
 
             (e)  repurchase agreements entered into with any  
          Lender or any commercial bank of the nature referred to  
          in CLAUSE (D), secured by a fully perfected Lien in any  
          obligation of the type described in any of CLAUSES (A)  
          through (D), having a fair market value at the time such  
          repurchase agreement is entered into of not less than  
          100% of the repurchase obligation thereunder of such  
          Lender or other commercial bank; and 
 
             (f)  money market funds not less than 75% of whose  
          investments are made up of securities described in  
          CLAUSES (A) THROUGH (E)." 
 
          (b)  The definition of "Consolidated Asset Coverage  
     Ratio" in Section 1.01 is amended in its entirety so that as  
     amended it shall read as follows: 
 
             "'Consolidated Asset Coverage Ratio' means the  
          ratio of (A) the sum of (i) unrestricted cash and Cash  
          Equivalents located in each case within the United  
          States, (ii) Remaining Accounts Receivable, (iii)  
          Receivables of Subsidiaries of the Parent, (iv)  
          Inventory and (v) Prepaid Inventory to (B) the sum of,  
          without duplication, (i) outstanding Indebtedness under  
          the Parent Credit Agreement (including outstanding  
          letters of credit and acceptances), (ii) the Revolving  
                                  2 
 

<PAGE> 
 
          Credit Debit Balance, (iii) outstanding Indebtedness of  
          TDC permitted under a 30,000,000 Canadian Dollar  
          revolving credit facility, (iv) other Indebtedness of  
          the Parent and its Subsidiaries permitted under Section  
          8.06(viii), (ix) and (x), and (v) accounts payable of  
          the Parent and its Subsidiaries, all determined on a  
          consolidated basis in accordance with Generally Accepted  
          Accounting Principals applied on a Consistent Basis;" 
 
         (c)  Section 8.13 is amended in its entirety so that as  
     amended it shall read as follows: 
 
              "8.13  CAPITAL EXPENDITURES.  Make or become  
         committed to make, directly or indirectly, for any  
         Fiscal Year (on a non-cumulative basis, to the effect  
         that expenditures permitted but not made in any Fiscal  
         Year may not be made in any subsequent Fiscal Year)  
         expenditures for fixed or capital assets (including,  
         without limitation, Capital Leases) which when added to  
         those made by the Parent and its other Subsidiaries  
         amount in the aggregate for the Parent and its 
         Subsidiaries to more than (i) $42,000,000 during the  
         Fiscal Year ending January 31, 1995, (ii) $28,000,000  
         during the Fiscal Year ending January 31, 1996 and (iii)  
         $25,000,000 during any Fiscal Year thereafter." 
 
     3.  In order to induce the Lenders to enter into this 
Amendment Agreement, the Borrower represents and warrants to the  
Lenders as follows: 
 
         (a) The representations and warranties made by Borrower in  
     Article VII of the Agreement are true on and as of the date  
     hereto except that the financial statements referred to in  
     Section 6.02(c) shall be those most recently furnished to each  
     Lender pursuant to Section 7.01; 
 
         (b) There has been no material change in the condition,  
     financial or otherwise, of the Borrower and its Subsidiaries  
     since the date of the most recent financial reports of the  
     Borrower received by each Lender under Section 8.01 thereof,  
     other than changes in the ordinary course of business, none of  
     which has been a material adverse change; 
 
         (c) The business and properties of the Borrower and its  
     Subsidiaries are not, and since the date of the most recent  
     financial report of the Borrower and its Subsidiaries received  
     by each Lender under Section 7.01 thereof have not been  
     adversely affected in any substantial way as the result of any  
     fire, explosion, earthquake, accident, strike, lockout,  
     combination of workers, flood, embargo, riot, activities of  
     armed forces, war or acts of God or the public enemy, or  
     cancellation or loss of any major contracts; and 
                                  3 
 

<PAGE> 
 
        (d)  No event has occurred and no condition exists which,  
     upon the consummation of the transaction contemplated hereby,  
     constitutes a Default or an Event of Default on the part of  
     the Borrower under the Agreement or the Notes either  
     immediately or with the lapse of time or the giving of notice,  
     or both. 
 
     4.  Each of the Parent and its Subsidiaries have joined in 
the execution of this Agreement for the purpose of consenting  
hereto and hereby reaffirm their respective guaranty of payment of  
the Obligations. 
 
     5.  All instruments and documents incident to the 
consummation of the transactions contemplated hereby shall be  
satisfactory in form and substance to the Agent, the Lenders and  
their counsel; the Agent shall have received copies of all  
additional agreements, instruments and documents which they may  
reasonably request in connection therewith, including copies of  
resolutions of the Borrower authorizing the transactions  
contemplated by this Amendment Agreement, such documents, when  
appropriate, to be certified by appropriate corporate or  
governmental authorities; and all proceedings of the Borrower  
relating to the matters provided for herein shall be satisfactory  
to the Agent, the Lenders and their counsel. 
 
     6.  This Amendment Agreement sets forth the entire 
understanding and agreement of the parties hereto in relation to  
the subject matter hereof and supersedes any prior negotiations  
and agreements among the parties relative to such subject matter.  
No promise, conditions, representation or warranty, express or  
implied, not herein set forth shall bind any party hereto, and no  
one of them has relied on any such promise, condition,  
representation or warranty.  Each of the parties hereto 
acknowledges that, except as in this Amendment Agreement otherwise  
expressly stated, no representations, warranties or commitments,  
express or implied, have been made by any other party to the  
other.  None of the terms or conditions of this Amendment  
Agreement may be changed, modified, waived or canceled orally or  
otherwise, except by writing, signed by all the parties hereto,  
specifying such change, modification, waiver or cancellation of  
such terms or conditions, or of any preceding or succeeding breach  
thereof. 
 
     Except as hereby specifically amended, modified or  
supplemented, the Agreement and all of the other Loan Documents  
are hereby confirmed and ratified in all respects and shall remain  
in full force and effect according to their respective terms. 
                                  4 
 

<PAGE> 
 
     IN WITNESS WHEREOF, the parties hereto have caused this  
Amendment Agreement to be duly executed by their duly authorized  
officers, all as of the day and year first above written. 
 
                             BORROWER: 
 
WITNESS:                           TECH DATA FRANCE 
                                   Societe en nom Collectif 
 
/s/ NANCY DIFEO                    By: /s/ JEFFERY P. HOWELLS 
- --------------------------            --------------------------- 
                                   Name:  Jeffery P. Howells 
/s/ SUSAN K. PLESO                 Title: Director 
- -------------------------- 
 
 
                             GUARANTORS: 
 
WITNESS:                           TECH DATA CORPORATION 
 
/s/ NANCY DIFEO                    By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ SUSAN K. PLESO                 Title: Vice President, Treasurer and  
- --------------------------                Secretary 
 
WITNESS:                           TECH DATA FINANCE, INC. 
 
/s/ NANCY DIFEO                   By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ SUSAN K. PLESO                 Title: Vice President, Chief 
- --------------------------                Financial Officer and  
                                          Secretary 
 
WITNESS:                           TECH DATA LATIN AMERICA, INC. 
 
/s/ NANCY DIFEO                    By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ SUSAN K. PLESO                 Title: Secretary and Treasurer 
- --------------------------        5 
 

<PAGE> 
 
WITNESS:                           TECH DATA FRANCE, INC. 
 
/s/ NANCY DIFEO                    By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ SUSAN K. PLESO                 Title: Vice President, Chief 
- -------------------------                 Financial Officer,  
                                          Secretary and Treasurer 
 
WITNESS:                           TECH DATA FRANCE II, INC. 
 
/s/ NANCY DIFEO                    By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ SUSAN K. PLESO                 Title: Vice President, Chief 
- -------------------------                 Financial Officer,  
                                          Secretary and Treasurer 
 
WITNESS:                           TECH DATA CONSIGNMENT, INC. 
 
/s/ NANCY DIFEO                    By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ SUSAN K. PLESO                 Title: Secretary and Treasurer 
- -------------------------- 
 
WITNESS:                           TECH DATA EDUCATION, INC. 
 
/s/ NANCY DIFEO                    By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ SUSAN K. PLESO                Title: Vice President, Chief 
- -------------------------                 Financial Officer,  
 
WITNESS:                           BUYERS RESOURCE, INC. 
 
/s/ NANCY DIFEO                    By: /s/ ARTHUR W. SINGLETON 
- --------------------------            --------------------------- 
                                   Name:  Arthur W. Singleton 
/s/ SUSAN K. PLESO                 Title: Secretary 
- -------------------------- 
 
WITNESS:                           TECH DATA CANADA, INC. 
 
/s/ NANCY DIFEO                    By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ SUSAN K. PLESO                 Title: Secretary and Chief 
- -------------------------                 Financial Officer,  
                                  6 
 

<PAGE> 
 
                                   TECH DATA FRANCE 
                                   Societe en nom Collectif 
                                   By: TECH DATA FRANCE, INC., a 
                                       Florida Corporation 
 
/s/ NANCY DIFEO                    By:  /s/ JEFFERY P. HOWELLS 
- -------------------------              --------------------------    
                                   Name:  Jeffery P. Howells  
/s/ SUSAN K. PLESO                 Title: Vice President and Chief 
- -------------------------                 Financial Officer, 
 
                                 AND 
 
                                   TECH DATA FRANCE II, INC., a  
                                   Florida Corporation 
 
                                   By:  /s/ JEFFERY P. HOWELLS 
                                       --------------------------    
                                   Name:  Jeffery P. Howells  
                                   Title: Vice President and Chief 
                                          Financial Officer 
                                  7 
 

<PAGE> 
 
                                   NATIONSBANK, NATIONAL ASSOCIATION  
                                   (SOUTH) in its capacity as Agent 
                                   By:   /s/ NANCY J. PEARSON 
                                         ------------------------ 
                                   Name:  Nancy J. Pearson 
                                   Title: Senior Vice President 
                                    
                                   NATIONSBANK, NATIONAL ASSOCIATION  
                                   (SOUTH) as Lender 
                                   By:   /s/ NANCY J. PEARSON 
                                         ------------------------ 
                                   Name:  Nancy J. Pearson 
                                   Title: Senior Vice President 
                                  8 
 

<PAGE> 
 
                                   CREDIT LYONNAIS CAYMAN ISLAND BRANCH 
                                   By:   /s/ DAVID M. CAWRSE 
                                       -------------------------- 
                                   Name:  David M/ Cawrse 
                                   Title:  Authorized Signature 
                                  9 
 

<PAGE> 
 
                                   NBD BANK 
                                   By:   /s/ RICHARD C. ELLIS 
                                       -------------------------- 
                                   Name:  Richard C. Ellis 
                                   Title:  VP 
                                  10 
 

<PAGE> 
 
                                   BANQUE FRANCAISE du COMMERCE 
                                   EXTERIEUR 
                                   By:   /s/ JEAN-NOEL GUETAT 
                                       -------------------------- 
                                   Name:  Jean-Noel Guetat 
                                   Title: Directeur 
 
                                   By:   /s/ FRANCOIS CARRIERE 
                                       -------------------------- 
                                   Name:  Francois Carriere 
                                   Title: Fonde de Pouvoir 
                                  11 
 

<PAGE> 
 
                                   BANK OF AMERICA ILLINOIS 
                                   By:   /s/ LAURENS F. SCHAAD, JR. 
                                       -------------------------- 
                                   Name:  Laurens F. Schaad, Jr. 
                                   Title: Vice President 
                                  12 
 
 
 

 

<PAGE>
                                                                EXHIBIT 10-PP
                                EMPLOYMENT AGREEMENT 
 
 
	This Agreement is entered into this 5th day of December, 1995, by and 
between Tech Data Corporation ("Tech Data") and A. Timothy Godwin ("Godwin").
 
	WHEREAS, Godwin is President and Chief Operating Officer of Tech Data;  
and 

	WHEREAS, Tech Data and Godwin envision an alteration of Godwin's 
responsibilities and title within Tech Data for reasons which are mutually 
agreeable to the parties; and 

	WHEREAS, Tech Data and Godwin wish to provide for the possible 
eventuality of Godwin's leaving Tech Data in a manner which provides for his 
future security, establishes the rights and benefits he is entitled to, 
provides certainty and predictability to the company in the event of his 
departure therefrom, and induces Godwin to accept a reassignment within the  
company; 

	Therefore, in light of the foregoing and in consideration of the mutual 
promises and covenants contained herein, 

Tech Data and Godwin (collectively referred to as "the parties") agree as 
follows: 

	1.	Godwin will assume the position of Vice Chairman of Tech Data. The 
duties and responsibilities will be mutually agreed upon between Godwin and 
Tech Data. Future positions, duties and responsibilities may change as 
mutually agreed
 upon. 

	2.	The parties agree that should either of them be dissatisfied with 
Godwin's new responsibilities or the performance thereof, either can trigger a 
"Transition Period."  The Transition Period will commence on the date written 
notification is received by the non-initiating party.  The Transition Period 
will run for a mutually agreed upon period of time not less than thirty (30) 


<PAGE>

days and not to exceed ninety (90) days.  Regardless of whether Tech Data or 
Godwin initiates this Transition Period and regardless of the duration of the 
Transition Period, Godwin's separation will be described both internally and 
externally as a voluntary resignation.  Also, regardless of whether Tech Data 
or Godwin initiates this Transition Period, the resignation shall include the 
resignation from the Board of Directors of Tech Data, should Godwin then be a  
member of such Board. 

	3.	During the Transition Period, Tech Data will pay to Godwin 
compensation, including salary (plus pro rata bonus) and fringe benefits, in 
the same amounts and at the same intervals as he had been receiving prior to 
the commencement of the Transition Period. 

	4.	Upon the conclusion of the Transition Period, the parties agree 
that Godwin will commence a four year time period which will be described 
herein as the "Notice Period."  During the Notice Period, except as modified 
or limited in the next paragraph (5) of this Agreement, the parties agree that 
Godwin will remain on the Tech Data payroll as an employee with full medical  
benefits, ESOP vesting, 401(k) participation and associated general employee 
benefits.  During the Notice Period, Tech Data will pay salary to Godwin under 
the following schedule, with paychecks issuing with the same frequency as 
previously and with statutory deductions in amounts to be designated by Godwin 
consistent with federal law: 

Year 1                  $150,000 
Year 2                  $150,000 
Year 3                  $100,000 
Year 4                  $100,000 
Total                   $500,000 
                                    2


<PAGE>

     5.     Upon formal notification by Godwin that he has become a full-time 
or part-time employee of another entity, corporate or otherwise, at any time 
during the Notice Period, the foregoing schedule will accelerate, and payment 
in full of all unpaid sums will be made within thirty (30) days of the date 
Godwin formally terminates his employment with Tech Data. Likewise, payment by 
Tech Data according to the foregoing salary schedule shall accelerate upon  
the occurrence of Godwin's death during the Notice Period, and payment in full 
of all unpaid sums shall be made within thirty (30) days of his death to his 
wife, Maureen A. Godwin, unless Godwin has formally designated another 
recipient subsequent to the date of this Agreement.  In the event (a) Maureen 
A. Godwin is not alive or has been adjudicated incompetent at the time of  
Godwin's death, and (b) another recipient has not been formally designated to 
Tech Data, the accelerated payment shall be made to the A. Timothy Godwin 
Family Trust.  In the event acceleration of payments occur under this 
paragraph, other benefits due Godwin during the Notice Period will expire in 
accordance with Tech Data's normal policy with regard to a terminating 
employee and regulatory requirements (i.e., COBRA).  Except as set forth in 
this paragraph five (5), acceleration of payments will not take place on a 
date earlier than the end of the fourth year of the Notice Period. 
     
     6.	a.   Except as provided for in subparagraph b., below, 
notwithstanding and irrespective of paragraph five (5) (except in the case of 
Godwin's death at which time all Stock Options immediately vest), Stock 
Options will continue to vest at the established rate for a period of two (2) 
years from the end of the Transition Period.  At the conclusion of this two-
year period all unvested options will vest forward at the established exercise 
price and must be exercised within one (1) year.  Vested Stock Options not 

                                       3


<PAGE>

exercised within the one (1) year period will expire. 

		b.   Should Godwin become a full-time or part-time employee of 
Ingram, Merisel, Avnet, Arrow, MicroAge, GBC or Computer 2000 within two (2) 
years of the commencement of the Notice Period, Godwin will have one (1) year 
from his date of  employment to exercise options which have vested by that 
date.  Options not vested by that date will not vest forward.  Vested options 
not exercised within the one (1) year period will expire. 

     7.     Godwin agrees to waive and release any and all claims, damages, 
demands, legal actions, liabilities or litigation, actual or potential, 
against Tech Data, its owners, officers, agents, employees, representatives, 
subsidiaries, affiliates or related entities, successors and assigns arising 
under Title VII of the Civil Rights Act of 1964, as amended, the Age 
Discrimination and Employment Act, the Florida Human Rights Act, the Florida 
Civil Rights Act of 1992, the  Americans With Disabilities Act, any other 
state or federal or local law, contract or common law doctrine arising out of 
his employment or the separation therefrom, up to and including the date  
of termination of Godwin's employment with Tech Data. 

     8.     Tech Data agrees to waive and release any all claims, damages, 
demands, legal actions, liabilities or litigation against Godwin, his heirs or 
representatives, for any actions or liabilities of Godwin individually which 
arose directly out of actions taken by him in the course and scope of his 
employment with Tech Data. 

     9.     The terms of this Agreement will not preclude either party from 
seeking to  enforce the terms of this Agreement in court. 

                                       4

     10.    Godwin shall hold in a fiduciary capacity for the benefit of Tech 
Data all secret or  confidential information, knowledge or data of Tech Data 
obtained by Godwin during his employment with Tech Data, which is not 
generally known to the public and shall not, after the termination of his 
employment, communicate or divulge any such information, knowledge or  
data to any person, firm, corporation, entity or group other than Tech Data or 
persons, firms, corporations, entities or groups designated by Tech Data in 
writing.  Godwin further agrees that he will not remove from Tech Data or copy 
any of its confidential information without the  written permission of Tech 
Data.  The parties hereto agree that this paragraph shall survive the  
termination of Godwin's employment with Tech Data. 

     11.     Tech Data and Godwin agree that at no time from the effective 
date of this Agreement forward, including beyond the conclusion of the 
Transition Period, will they  disparage each other in any way.  This 
prohibition includes employees, agents, representatives, business operations 
and products of Tech Data and is not limited as to subject matter.  It is also  
agreed that any announcement regarding the present or future role of Godwin at 
Tech Data, or any change in his role or function, will be the subject of a 
mutually agreeable press release, and that neither Tech Data nor Godwin will 
address this subject matter independently of the joint release.  This 
specifically applies to any communications with employees of Tech Data,  
stockholders of Tech Data and/or the media. 

     12.     The parties agree that the terms and conditions of this Agreement 
shall remain confidential, and that the parties and their agents shall not 
disclose, disseminate or publicize the  same to any other persons, except as 
follows: 
             (1)  To governmental authorities to the extent necessary; 

                                       5

<PAGE>

             (2)  In response to an order of a court of competent 
jurisdiction; or 

             (3)  In defense of any claim or legal proceeding. 

     13.     In the case of any notice required or permitted to be given to 
Godwin under this  Agreement, it shall be sufficient if the notice is 
personally given to Godwin, or mailed, by United States mail, to Godwin's last 
known address.  In the case of any notice required or permitted to be given to 
Tech Data under this Agreement, it shall be sufficient if the notice is 
personally given to the Chief Executive Officer or his designee or mailed by 
United States mail to the Chief  Executive Officer or his designee. 

     14.     This Agreement may not be altered, amended, modified or 
terminated except by  an instrument in writing executed by authorized 
representatives of the parties hereto. 

     15.     This Agreement shall be governed by and construed in accordance 
with the laws  of the State of Florida. 

     16.     The parties hereto agree that this Agreement sets forth the 
entire agreement between the parties and that they have not relied upon any 
representation or statement, written or  oral, not set forth in this document. 

     17.     The rights and obligations of each party under this Agreement 
inure to the benefit of and shall be binding upon, the successors and assigns 
of that party. 

     18.     Godwin hereby acknowledges that he has been advised by Tech Data 
to consult with an attorney before signing this Agreement, and that he has 
executed this Agreement having had the benefit of advice of legal counsel. 

                                       6


<PAGE>

     19.     No waiver of any term, provisions or condition of this Agreement, 
whether by  conduct or otherwise, in any one or more instances, shall be 
deemed to be, or construed as, a further or continuing waiver of any such 
term, provision or condition of this Agreement. 

     20.     Should any of the provisions of this Agreement be determined to 
be invalid by a court of competent jurisdiction, it is agreed that this shall 
not affect the enforceability of any other provision hereof and the parties 
shall negotiate the provision in good faith to effectuate its purpose and to 
conform it to the law. 

     21.     In the event that either party hereto is required to initiate or 
defends any lawsuit or claim as a result of a breach of this Agreement, then 
the prevailing party shall recover all expenses (including discovery and other 
court costs and attorneys' fee) incurred by such person or entity in 
initiating or defending the same. 

     22.     This Agreement may be executed by the parties in separate 
counterparts.

     23.	Each party hereto represents and agrees that it or he has 
carefully read and fully understands all the provisions of this Agreement and 
that it or he is voluntarily entering into this Agreement. 

	IN WITNESS WHEREOF, the parties hereto have executed this Agreement the 
day and year first above written. 
 
TECH DATA CORPORATION                      A. TIMOTHY GODWIN 
 
By:	/s/ STEVEN A. RAYMUND 12/10/95       By:  /s/ A. TIMOTHY GODWIN  12/5/95
   ------------------------------------       -------------------------------	
   Steven A. Raymund, Date			     A. Timothy Godwin, Date  
   Chairman and Chief Executive Officer			 
 
                                       7 

 
  
                                                                 EXHIBIT 21  
 
                            TECH DATA CORPORATION  
                        SUBSIDIARIES OF THE REGISTRANT  
  
  
  
                                                      State or other  
       Name of              Percentage                Jurisdiction of  
     Subsidiary               Owned                   Incorporation  
- ----------------------      ----------                ----------------  
  
      
Tech Data Canada Inc.          100%                   Ontario, Canada  
      
Tech Data Finance, Inc.        100%                   California  
         
Tech Data France, SNC          100%                   France  
 
 





<TABLE> <S> <C>
 
<ARTICLE> 5 
<LEGEND> 
This schedule contains summary financial information extracted from the 
financial statements of Tech Data Corporation for the period ended January 31, 
1996 and is qualified in its entirety by reference to such financial 
statements. 
</LEGEND> 
<MULTIPLIER> 1,000 
        
<S>                             <C> 
<PERIOD-TYPE>                   12-MOS 
<FISCAL-YEAR-END>                          JAN-31-1996 
<PERIOD-START>                             FEB-01-1995 
<PERIOD-END>                               JAN-31-1996 
<CASH>                                           1,154 
<SECURITIES>                                         0 
<RECEIVABLES>                                  467,871 
<ALLOWANCES>                                    22,669 
<INVENTORY>                                    465,422 
<CURRENT-ASSETS>                               950,788 
<PP&E>                                          61,610 
<DEPRECIATION>                                       0 
<TOTAL-ASSETS>                               1,043,879 
<CURRENT-LIABILITIES>                          749,084 
<BONDS>                                              0 
<PREFERRED-MANDATORY>                                0 
<PREFERRED>                                          5 
<COMMON>                                            57 
<OTHER-SE>                                     285,636 
<TOTAL-LIABILITY-AND-EQUITY>                 1,043,879 
<SALES>                                      3,086,620 
<TOTAL-REVENUES>                             3,086,620 
<CGS>                                        2,867,226 
<TOTAL-COSTS>                                3,031,016 
<OTHER-EXPENSES>                                     0 
<LOSS-PROVISION>                                     0 
<INTEREST-EXPENSE>                              20,086 
<INCOME-PRETAX>                                 35,518 
<INCOME-TAX>                                    13,977 
<INCOME-CONTINUING>                             21,541 
<DISCONTINUED>                                       0 
<EXTRAORDINARY>                                      0 
<CHANGES>                                            0 
<NET-INCOME>                                    21,541 
<EPS-PRIMARY>                                      .56 
<EPS-DILUTED>                                      .56 
         

</TABLE>