Anicom Inc – ‘DEFS14A’ for 9/25/96

As of:  Wednesday, 8/28/96   ·   For:  9/25/96   ·   Accession #:  950137-96-1568   ·   File #:  1-13642

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Definitive Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Special Notice and Proxy                              38    151K 

Document Table of Contents

DEFS14A
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SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT 

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES 
EXCHANGE ACT OF 1934 (AMENDMENT NO.  )

Filed by the registrant /X/                                           

Filed by a party other than the registrant / /                        

Check the appropriate box:                                            

 / / Preliminary proxy statement        / / Confidential, for Use of the
                                                Commission Only (as permitted by
                                 Rule 14a-6(e)(2))

/X/ Definitive proxy statement                                        

/ / Definitive additional materials                                   

/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12     
ANICOM, INC.  
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
ANICOM, INC.  
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):                              

    / / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.                                               

  / / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).                                                                    

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.                                                                           

(1) Title of each class of securities to which transaction applies:   

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(2) Aggregate number of securities to which transaction applies:      

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

(3) Per unit price or other underlying value of transaction computed  
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):                                 

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(4) Proposed maximum aggregate value of transaction:                  

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(5) Total fee paid:                                                   

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/X/ Fee paid previously with preliminary materials.                   

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    / / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid   
previously. Identify the previous filing by registration statement number, or   
the form or schedule and the date of its filing.                                

(1) Amount previously paid:                                           

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(2) Form, schedule or registration statement no.:                     

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(3) Filing party:                                                     

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(4) Date filed:                                                       

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[ANICOM INC. LETTERHEAD]

August 28, 1996 

To the Stockholders of ANICOM, INC.:                                            

You are cordially invited to attend a Special Meeting of Stockholders of Anicom,
Inc. to be held at the offices of Katten Muchin & Zavis, 525 West Monroe Street,
Suite 1600, Chicago, Illinois 60661 on Wednesday, September 25, 1996 at 9:00    
a.m., local time.                                                               

The attached Notice of Special Meeting and Proxy Statement fully describe the   
formal business to be transacted at the Special Meeting, which includes the     
approval of an amendment to the Company's Certificate of Incorporation to       
increase the Company's total authorized Common Stock, the approval of the       
Amended and Restated 1995 Directors Stock Option Plan and the approval of the   
Company's delisting its Common Stock from the Chicago Stock Exchange.           

Directors and officers of the Company will be present to help host the Special  
Meeting and to respond to any questions that our stockholders may have.  Whether
or not you plan to attend the Special Meeting, it is important that your shares 
be represented. Regardless of the number of shares you own, please date, sign   
and mail the enclosed Proxy promptly.                                           

We look forward to seeing you on September 25, 1996.                            

Sincerely,                                                                      

Alan B. Anixter              Scott C. Anixter               

ALAN B. ANIXTER              SCOTT C. ANIXTER               
     Chairman of the Board        Chairman and Chief Executive Officer

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[ANICOM INC. LETTERHEAD]

----------------------------------------- 
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD SEPTEMBER 25, 1996 
----------------------------------------- 

To the Stockholders of                                                          
Anicom, Inc.:                                                                   

NOTICE IS HEREBY GIVEN that a Special Meeting of the Stockholders (the "Special 
Meeting") of Anicom, Inc. (the "Company") will be held at the offices of Katten 
Muchin & Zavis, 525 West Monroe Street, Suite 1600, Chicago, Illinois 60661 on  
Wednesday, September 25, 1996 at 9:00 a.m., local time.  A Proxy and a Proxy    
Statement for the Special Meeting are enclosed.                                 

The Special Meeting is for the following purposes:                              

(1)  To approve an amendment to the Company's Certificate of        
     Incorporation to increase the Company's total authorized common
stock.                                                    

(2)  To approve the Amended and Restated Anicom, Inc. 1995          
Directors Stock Option Plan.                              

(3)  To approve the Company's delisting its Common Stock from the   
Chicago Stock Exchange.                                   

(4)  To transact such other business as may properly come before    
the Special Meeting or any adjournments thereof.          

    The close of business on August 26, 1996 has been fixed as the record date
for determining stockholders entitled to notice of and to vote at the Special   
Meeting or any adjournments thereof.  For a period of at least ten days prior   
to the Special Meeting, a complete list of stockholders entitled to vote at the 
Special Meeting shall be open to the examination of any stockholder during      
ordinary business hours at the offices of Katten Muchin & Zavis, 525 West       
Monroe Street, Suite 1600, Chicago, Illinois  60661.                            

    Information concerning the matters to be acted upon at the Special Meeting
is set forth in the accompanying Proxy Statement.                               

                   By Order of the Board of Directors,

David R. Shevitz

DAVID R. SHEVITZ
   Corporate Secretary

Rosemont, Illinois                                                              
August 28, 1996                                                                 

STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING 
IN PERSON ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. 

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ANICOM, INC.
6133 NORTH RIVER ROAD 
SUITE 410 
ROSEMONT, ILLINOIS  60018 
(847) 518-8700

--------------- 
PROXY STATEMENT 
--------------- 

SPECIAL MEETING OF STOCKHOLDERS 
SEPTEMBER 25, 1996

  The accompanying Proxy is solicited by the Board of Directors of Anicom,
Inc. (the "Company") for use at the Special Meeting of Stockholders to be held  
on September 25, 1996, or at any adjournments thereof (the "Special Meeting").  
Giving the Proxy will not in any way affect a stockholder's right to attend the 
Special Meeting and to vote in person.  The approximate date on which this      
Proxy Statement and the accompanying Proxy will be mailed or otherwise          
delivered to stockholders is August 28, 1996.                                   

    A Proxy in the accompanying form which is properly signed, dated, returned
and not revoked will be voted in accordance with the instructions contained     
therein.  Unless contrary instructions are given, Proxies will be voted for     
approval of each of the items on the Proxy.  Discretionary authority is         
provided in the Proxy as to any matters not specifically referred to therein.   
Management is not aware of any other matters which are likely to be brought     
before the Special Meeting.  However, if any such matters properly come before  
the Special Meeting, it is understood that the Proxy holder or holders are      
fully authorized to vote thereon in accordance with his or their judgment and   
discretion.                                                                     

  The Proxy may be revoked at any time before it is exercised by providing
written notice of such revocation to Anicom, Inc., 6133 North River Road, Suite 
410, Rosemont, Illinois 60018, Attn:  Corporate Secretary.  The Proxy also may  
be revoked by the attendance and voting by a stockholder at the Special Meeting 
or by the execution and delivery to the Company of a Proxy dated subsequent to  
a prior Proxy.                                                                  

RECORD DATE AND OUTSTANDING SHARES

   The Board of Directors has fixed the close of business on August 26, 1996
as the record date for the determination of stockholders entitled to notice of, 
and to vote at, the Special Meeting.  As of August 1, 1996, there were          
outstanding 6,281,928 shares of Common Stock.  The outstanding shares of Common 
Stock constitute the only outstanding voting securities of the Company entitled 
to be voted at the Special Meeting.  Each holder of Common Stock is entitled to 
one vote for each share held by such person with respect to each matter to be   
voted on at the Special Meeting.                                                

REQUIRED VOTE 

The affirmative vote of a majority of the outstanding shares of Common
Stock entitled to vote thereon is required to approve the amendment to the      
Company's Certificate of Incorporation.  The affirmative vote of a majority of  
the shares of Common Stock entitled to vote thereon that are present in person  
or by Proxy at the Special Meeting is required (i) to approve the Amended and   
Restated Anicom, Inc. 1995 Directors Stock Option Plan (the "Amended and        
Restated Directors Plan") and (ii) to approve the delisting of the Company's    
Common Stock from the Chicago Stock Exchange.                                   

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QUORUM; ABSTENTIONS AND BROKER NON-VOTES

  The presence at the Special Meeting in person or by Proxy of the holders
of a majority of the outstanding shares of Common Stock is necessary to         
constitute a quorum.  Abstentions and broker non-votes will be included in      
determining the presence of a quorum.   Abstentions and broker non-votes will   
have the same effect as votes against the proposal to approve the amendment to  
the Company's Certificate of Incorporation.  Abstentions will be considered     
present and entitled to vote with respect to the proposal to approve the        
Amended and Restated Directors Plan and the proposal to delist the Company's    
Common Stock from the Chicago Stock Exchange and will have the same effect as   
votes against such proposals.  Broker non-votes will not be considered present  
and entitled to vote with respect to such proposals and will have no effect on  
the voting of such proposals.                                                   

PROXIES 

 Scott C. Anixter and Donald C. Welchko, the persons named as proxies on
the Proxy accompanying this Proxy Statement, have been selected by the Board of 
Directors of the Company to serve in such capacity.  Messrs. Anixter and        
Welchko are both directors of the Company.  Each executed and returned Proxy    
will be voted in accordance with the directions indicated thereon, or if no     
direction is indicated, such Proxy will be voted in accordance with the         
recommendations of the Board of Directors contained in this Proxy Statement.    

AMENDMENT OF COMPANY'S CERTIFICATE OF 
INCORPORATION TO INCREASE TOTAL AUTHORIZED COMMON STOCK 
(PROPOSAL 1)

In August 1996, the Board of Directors proposed and recommended for   
adoption by the Company's stockholders an amendment to the Company's            
Certificate of Incorporation that would increase the total authorized common    
stock of the Company from 10,000,000 shares to 30,000,000 shares.  No change    
will be made to the number of authorized shares of Preferred Stock.  The        
Company's stockholders are asked to approve this amendment.                     

 The proposed amendment provides that paragraph A of Article Four of the
Company's Certificate of Incorporation be amended to read in its entirety as    
follows:                                                                        

"A.  The Corporation shall have authority to issue the              
following classes of stock, in the number of shares and at
the par value as indicated opposite the name of the class:

                                                                [Download Table]

                             NUMBER OF        PAR VALUE
    CLASS                SHARES AUTHORIZED    PER SHARE
 ---------------         -----------------    ---------
                                                       
 Common Stock               30,000,000          $.001  
 Preferred Stock             1,000,000          $ .01" 

REASONS FOR THE PROPOSAL -- As of August 1, 1996, there were 6,281,928
shares of Common Stock issued and outstanding, and 1,300,000 shares reserved    
for issuance under the Company's stock option and stock incentive plans         
including shares under the Second Amended and Restated Anicom, Inc.             
1995 Stock Incentive Plan, the Anicom, Inc. 1996 Stock Incentive Plan and the   
Amended and Restated Directors Plan, subject to stockholder approval of the     
Amended and Restated Directors Plan at the Special Meeting.  In addition,       
138,182 shares were reserved for issuance pursuant to certain warrants.         
Consequently, 2,279,890 shares of Common Stock were available for future        
issuance as of August 1, 1996.                                                  

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  Subject to stockholder approval of the increase in authorized stock, the
Company intends to declare a 2-for-1 stock split effected in the form of a 100% 
stock dividend.  In addition, the Board of Directors believes that it is        
desirable for the Company to have available additional authorized but unissued  
shares of Common Stock to provide the Company with shares of Common Stock to be 
used for general corporate purposes, future acquisitions and equity financings. 
Approval of the proposed amendment now will eliminate the delays and expense    
which otherwise would be incurred if stockholder approval were required to      
increase the authorized number of shares of Common Stock for possible future    
transactions involving the issuance of additional shares.                       

    EFFECT OF INCREASE -- The additional shares of Common Stock may be issued,
subject to certain exceptions, by the Board of Directors at such times, in such 
amounts and upon such terms as the Board may determine without further approval 
of the stockholders.  The Company's current stockholders could suffer a         
dilution of voting rights, net income and net tangible book value per share of  
the Common Stock as the result of any such issuance of Common Stock depending   
on the number of shares issued and the purpose, terms and conditions of the     
issuance.                                                                       

    THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE AMENDMENT
TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE COMPANY'S NUMBER  
OF AUTHORIZED SHARES OF COMMON STOCK.                                           

APPROVAL OF THE AMENDED AND RESTATED
1995 DIRECTORS STOCK OPTION PLAN
(PROPOSAL 2)

Subject to stockholder approval, the Board of Directors adopted the   
Amended and Restated Directors Plan effective as of May 23, 1996.  Stockholder  
approval of the Amended and Restated Directors Plan is sought (i) to qualify    
the Amended and Restated Directors Plan under Rule 16b-3 of the Securities      
Exchange Act of 1934, as amended (the "Act"), and thereby render certain        
transactions under the Amended and Restated Directors Plan exempt from certain  
provisions of Section 16 of the Act and (ii) to qualify the Amended and         
Restated Directors Plan under Section 162(m) of the Internal Revenue Code and   
thereby allow the Company to deduct for federal income tax purposes all stock   
options granted under the plan.                                                 

   The Board of Directors originally adopted the Anicom, Inc. 1995 Directors
Stock Option Plan (the "Directors Plan"), effective January 20, 1995, in order  
to provide for the grant of options to acquire shares of the Company's Common   
Stock to the non-employee directors of the Company.  In adopting the Directors  
Plan, the Board of Directors noted that many other companies had adopted equity 
plans to compensate their non-employee directors and that such plans            
appropriately compensate non-employee directors.  The Board continues to believe
that equity plans are appropriate to compensate non-employee directors and to   
align the interests of the non-employee directors with the interests of the     
Company's stockholders.  Furthermore, the Board believes that the Directors     
Plan, as originally adopted, did not provide option grants of a sufficient size 
to fully accomplish these objectives.  Accordingly, the Board of Directors has  
approved the Amended and Restated Directors Plan pursuant to which each         
non-employee director will be granted an option to purchase 5,000 shares of the 
Company's Common Stock on the date that the Amended and Restated Directors Plan 
is approved by the Company's stockholders (the "Restatement Effective Date").   
The Amended and Restated Directors Plan also increases the number of shares     
covered by options to be granted to non-employee directors on the date of each  
subsequent annual meeting from 2,500 shares to 5,000 shares. The maximum total  
number of shares covered by options which may be granted under the Amended and  
Restated Directors Plan to each non-employee director is 25,000.  The number of 
shares reserved for issuance under the Amended and Restated Directors Plan has  
been increased from 50,000 shares to 100,000 shares.                            

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The Amended and Restated Directors Plan is administered by the Option 
Committee of the Company's Board of Directors.  The Option Committee is         
authorized to construe the provisions of the Amended and Restated Directors     
Plan and to adopt rules and regulations for adminstering the Amended and        
Restated Directors Plan to the extent consistent with Rule 16b-3(c)(2)(ii)      
under the Act.                                                                  

The following brief summary of certain features of the Amended and    
Restated Directors Plan is qualified in its entirety by reference to the full   
text of such plan as set forth in Appendix A hereto.                            

TERMS OF THE AMENDED AND RESTATED DIRECTORS PLAN                                

The Amended and Restated Directors Plan provides for the issuance of  
options to purchase up to 100,000 shares of Common Stock, which shares are      
reserved and available for purchase upon the exercise of options granted under  
the Amended and Restated Directors Plan.  Only directors who are not employees  
or officers of the Company are eligible to participate in the Amended and       
Restated Directors Plan.  There currently are four non-employee directors       
eligible to participate in the Amended and Restated Directors Plan.             

   Under the Amended and Restated Directors Plan, each non-employee director
who was a director on February 22, 1995 was granted an option to purchase 2,500 
shares of Common Stock at a purchase price of $6.00 per share, which was the    
offering price of the Common Stock in the Company's initial public offering.    
Each non-employee director who was a director on February 22, 1996 was granted  
an additional option to purchase 2,500 shares of Common Stock at a purchase     
price of $11.50, which was the closing price of the Common Stock on such date   
as quoted on the NASDAQ National Market.  Thus, each of the Company's four      
non-employee directors, William R. Anixter, Lee B. Stern, Ira J. Kaufman and    
Michael Segal has been granted options to purchase a total of 5,000 shares of   
Common Stock.  The closing price of the Company's Common Stock on August 13,    
1996 was $14.25.                                                                

Each non-employee director who is a director of the Company on the    
Restatement Effective Date will receive an option to purchase 5,000 shares of   
Common Stock.  Each non-employee director who becomes a director of the Company 
after the Restatement Effective Date will be granted an option to purchase      
5,000 shares of the Company's Common Stock on the date he or she becomes a      
director of the Company (the "Initial Grant Date").  On the date of the         
Company's annual meeting of stockholders in the calendar year after the         
Restatement Effective Date, or the Initial Grant Date in the case of a new      
director, and on the date of each annual meeting of stockholders thereafter,    
each non-employee director who is still a director on such date will be granted 
an option to purchase 5,000 shares of Common Stock.  The total number of shares 
for which options may be granted to a director under the Amended and Restated   
Directors Plan shall not exceed 25,000 shares.  If there are not sufficient     
shares remaining and available to all non-employee directors eligible for an    
automatic grant at the time at which an automatic grant would otherwise be      
made, then each eligible non-employee director shall receive an option to       
purchase a pro rata number of shares.                                           

All options granted under the Amended and Restated Directors Plan are 
immediately exercisable on the date of grant.  If any options under the Amended 
and Restated Directors Plan are surrendered before exercise or lapse without    
exercise, in whole or in part, the shares reserved for grant will revert to the 
status of available shares.  All options expire on the earlier to occur of (a)  
seven years following the grant date and (b) the termination of the             
non-employee director's directorship for "Cause" (as defined in the Directors   
Plan).  In the event of a non-employee director's death or "Disability" (as     
defined in the Directors Plan), any vested, unexpired and unexercised option    
granted to such non-employee Director shall become immediately exercisable for  
a period of one (1) year (or such other period as the Option Committee may      
specify) or until the expiration of the option period, whichever is shorter.    

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   Except as provided in any option agreement or as determined by the Option
Committee, options may only be transferred under the laws of descent and        
distribution or, if permitted without liability under applicable law, pursuant  
to a qualified domestic relations order.  Otherwise, options shall be           
exercisable only by the director during such director's lifetime.  The option   
exercise price is payable by the director (i) in cash, (ii) in shares of Common 
Stock having a fair market value equal to the exercise price, (iii) by delivery 
of evidence of indebtedness, (iv) by authorizing the Company to retain shares   
of Common Stock having a fair market value equal to the exercise price, (v) by  
"cashless exercise" as permitted under the Federal Reserve Board's Regulation   
T, or (vi) by any combination of the foregoing.                                 

In the event of any stock dividends, stock splits, combinations,      
recapitalizations, reorganizations, liquidations or similar transactions, the   
Company will appropriately adjust the number of shares available under the      
Amended and Restated Directors Plan, the number of shares covered by            
outstanding options and the exercise prices of such outstanding options.        

  The Board of Directors or the Option Committee may amend the Amended and
Restated Directors Plan, subject to stockholder approval if required by         
applicable law.  No amendment may impair the rights of a holder of an           
outstanding option without the consent of such holder, nor may an amendment be  
made in any manner which fails to comply with Rule 16b-3(c)(2)(ii)(B) under the 
Act.  In addition, any amendment by the Option Committee is subject to approval 
by the Board of Directors.                                                      

DISCUSSION OF FEDERAL INCOME TAX CONSEQUENCES                                   

 The following summary of tax consequences with respect to options under
the Amended and Restated Directors Plan is not comprehensive and is based upon  
laws and regulations in effect on August 1, 1996.  Such laws and regulations    
are subject to change.                                                          

    A director granted an option under the Amended and Restated Directors Plan
does not recognize taxable income upon grant, and the Company is not entitled   
to a deduction for Federal income tax purposes upon such grant.  Upon exercise  
of an option, participants generally will be taxed at ordinary income tax rates 
on the difference between the exercise price of the option and the fair market  
value of the Common Stock issued thereunder.  In determining the amount of the  
difference, the fair market value will be determined on the date of exercise.   
The Company will receive a corresponding deduction for the amount of income     
recognized by a participant upon exercise of an option.  Any gain or loss       
realized upon the subsequent sale of the Common Stock issued upon exercise of   
the option (measured by the difference between the fair market value,           
determined or utilized by the optionee as described above, and the sale price)  
will be taxed at either long-term or short-term capital gain (or loss) rates,   
depending on the selling stockholder's holding period.  Such subsequent sale    
would have no tax consequences for the Company.                                 

  THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL OF
THE AMENDED AND RESTATED ANICOM, INC. 1995 DIRECTORS STOCK OPTION PLAN.         

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EXECUTIVE COMPENSATION

  The following table provides information concerning the annual and other
compensation for services in all capacities to the Company for the last three   
fiscal years of those persons who were at December 31, 1995 (i) the Chief       
Executive Officer and (ii) the only other highly compensated (combined salary   
and bonus) executive officers of the Company whose total annual salary and      
bonus equalled or exceeded $100,000 (collectively, the "Named Officers").       

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                                                LONG TERM                
                                                                                               COMPENSATION              
                                                                                               ------------              
                                                                  ANNUAL COMPENSATION             AWARDS                 
                                                         ------------------------------------  ------------              
                                                                                                SECURITIES     ALL OTHER 
          NAME AND PRINCIPAL POSITION                                            OTHER ANNUAL   UNDERLYING   COMPENSATION
                                                   YEAR  SALARY ($)   BONUS ($)  COMPENSATION   OPTIONS (#)      ($)     
-------------------------------------------------  ----  ----------   ---------  ------------  ------------  ------------
                                                                                                                         
Scott C. Anixter                                                                                                         
  Co-Chairman and Chief Executive Officer(1)(2)..  1995    150,000        ---       13,900          ---         1,500    
                                                   1994     67,500     12,500       25,123          ---           ---    
                                                   1993     67,500        ---       13,890          ---           ---    

Carl E. Putnam                                                                                                           
President and Chief Operating Officer(1)(3)......  1995    138,000        ---          ---         30,000       5,266    
                                                   1994    128,000     19,500          ---          ---         1,701    
                                                   1993     90,025        ---          ---          ---           529    

Robert L. Swanson                                                                                                        
Senior Executive Vice President(1)(4)............  1995    106,000        ---          ---         20,000       1,060    
                                                   1994     96,000      6,000          ---          ---           ---    
                                                   1993     72,000        ---          ---          ---           ---    

Donald C. Welchko                                                                                                        
Chief Financial Officer(5).......................  1995    110,000        ---          ---         12,000       1,100    

(1)  The data for the fiscal year ended December 31, 1993 reflects the          
compensation paid during the nine months ended December 31, 1993 and  
    includes compensation paid by the Predecessor Corporation during the three
months ended June 30, 1993.                                           
(2)  "Other Annual Compensation" includes $13,900, $15,123 and $13,890 which    
   are attributable to club fees paid by the Company in 1995, 1994 and 1993,
respectively.  "All Other Compensation" includes $1,500 in Company    
   matching contributions to the Company's 401(k) Plan.  The Company and Mr.
   Anixter have entered into an employment agreement under which Mr. Anixter
  will receive an annual base salary of $240,000 in 1996.  See "Employment
Agreements."                                                          
(3)  "All Other Compensation" includes $3,886, $1,701 and $529 for premiums     
paid by the Company for Mr. Putnam on life and disability insurance   
policies in 1995, 1994 and 1993, respectively and $1,380 in Company   
   matching contributions to the Company's 401(k) Plan in 1995.  The Company
  and Mr. Putnam have entered into an employment agreement under which Mr.
Putnam will receive an annual base salary of $180,000 in 1996.  See   
"Employment Agreements."                                              
(4)  "All Other Compensation" includes $1,060 in Company matching               
  contributions to the Company's 401(k) Plan in 1995.  The Company and Mr.
   Swanson have entered into an employment agreement under which Mr. Swanson
  will receive an annual base salary of $124,000 in 1996.  See "Employment
Agreements."                                                          
(5)  "All Other Compensation" includes $1,100 in Company matching               
contributions to the Company's 401(k) Plan in 1995.                   

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OPTION GRANTS IN 1995                                                           
The following table provides information on grants of stock options in
1995 to the Named Officers pursuant to the Company's 1995 Stock Incentive Plan. 
No stock appreciation rights were granted by the Company in 1995.               

OPTION GRANTS IN 1995 

                                                        [Enlarge/Download Table]


                                                                                          POTENTIAL REALIZABLE  
                                                                                             VALUE AT ASSUMED   
                                         PERCENT OF TOTAL                                 ANNUAL RATES OF STOCK 
                    NUMBER OF SHARES   OPTIONS GRANTED TO                                  PRICE APPRECIATION   
                   UNDERLYING OPTIONS  EMPLOYEES IN FISCAL  EXERCISE OR BASE  EXPIRATION   FOR OPTION TERMS (1) 
      NAME           GRANTED (#)              YEAR            PRICE ($/SH)       DATE       5% ($)     10% ($)  
-----------------  ------------------  -------------------  ----------------  ----------  ----------  ----------
                                                                                                                
Carl E. Putnam.....     20,000(2)              9.7%               $6.00         02/22/05     $75,400    $191,200
                        10,000(3)              4.9                 9.00         11/20/05      56,600     143,400
Robert L. Swanson..     12,000(2)              5.8                 6.00         02/22/05      45,240     114,720
                         8,000(3)              3.9                 9.00         11/20/05      45,280     114,720
Donald C. Welchko..      6,000(2)              2.9                 6.00         02/22/05      22,620      57,360
                         6,000(3)              2.9                 9.00         11/20/05      33,960      86,040

(1)  Potential realizable value is presented net of the option exercise price   
but before any Federal or state income taxes associated with exercise.
These amounts represent certain assumed rates of appreciation only.   
    Actual gains, if any, on stock option exercise are dependent on the future
   performance of the Common Stock, as well as the option holder's continued
 employment throughout the vesting period.  The amounts reflected in the
table may not necessarily be achieved.                                
(2)  These Options became exercisable in five equal annual increments,          
beginning on February 22, 1996, the first anniversary of the date of  
grant.                                                                
(3)  These Options become exercisable in five equal annual increments,          
beginning on November 20, 1996, the first anniversary of the date of  
grant.                                                                

YEAR-END 1995 OPTION VALUES                                                     
The following table provides information on the Named Officers'       
unexercised options at December 31, 1995.  All such options were granted under  
the Company's 1995 Stock Incentive Plan.  None of the Named Officers exercised  
any options during 1995.                                                        

YEAR-END 1995 OPTION VALUE

                                                                [Download Table]

                           NUMBERS OF SHARES             VALUE OF UNEXERCISED   
                         UNDERLYING UNEXERCISED          IN-THE-MONEY OPTIONS   
                          OPTIONS AT 12/31/95            AT FISCAL YEAR END(1)  
                       -------------------------       -------------------------
      NAME             EXERCISABLE/UNEXERCISABLE       EXERCISABLE/UNEXERCISABLE
---------------------  -------------------------       -------------------------
                                                                                
Carl E. Putnam.......          --/30,000                      --/$108,750       
Robert L. Swanson....          --/20,000                       --/68,500        
Donald C. Welchko....          --/12,000                       --/37,500        

(1)  The value of the "in-the-money" options represents the difference between  
   the exercise price of such options and $10.625, the closing sale price of
the Common Stock on December 29, 1995.                                

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EMPLOYMENT AGREEMENTS                                                           

  The Company has entered into employment agreements with each of Scott C.
Anixter, Carl E. Putnam, Robert L. Swanson, Robert Brzustewicz, Sr. and Glen M. 
Nast.  Each of Mr. Anixter's, Mr. Putnam's and Mr. Swanson's employment         
agreements contains non-competition and non-solicitation provisions commencing  
on the date of the employment agreement and ending two years after termination  
of employment (unless such termination occurs following a change in control).   
In the event of a change in control, the employment agreements provide for      
severance payments to such employees.  A "change in control" of the Company is  
triggered upon the acquisition by any individual, entity or group of a stated   
percentage of the then outstanding shares of Common Stock of the Company (30%   
with respect to Mr. Anixter, 50% with respect to Messrs. Putnam and Swanson),   
the approval by the stockholders of certain specified types of corporate        
transactions or business combinations, or the replacement of a majority of the  
incumbent Board of Directors.                                                   

 Following a change in control of the Company, if (i) during the next 24
months, Mr. Anixter's employment with the Company is terminated by either Mr.   
Anixter or the Company for any reason, or (ii) at any time Mr. Anixter's        
employment with the Company is terminated by him for good reason or by the      
Company without cause, the Company is obligated to pay Mr. Anixter the greater  
of (i) $1,000,000 or (ii) three times Mr. Anixter's average annual compensation 
during each of the five full fiscal years immediately prior to the date of      
termination of employment.  In the event of a change in control, if (i) during  
the next 24 months, Mr. Anixter's employment with the Company is terminated for 
any reason or (ii) at any time his employment is terminated by him with good    
reason or by the Company without cause, Mr. Anixter will have the option of     
extending the non-competition and non-solicitation provisions for two years     
following termination for additional consideration in an amount equal to two    
times his highest annual compensation during any of the five full fiscal years  
immediately prior to termination of employment.                                 

In the event of a change in control, if either Mr. Putnam's or Mr.    
Swanson's employment with the Company is terminated by such employee for good   
reason or by the Company without cause during the next 36 months, the Company   
is obligated to pay such employee a lump sum cash payment equal to the greater  
of (i) $1,000,000 for Mr. Putnam, $500,000 for Mr. Swanson, or (ii) three times 
such employee's average annual compensation during each of the five full fiscal 
years immediately prior to the date of termination of employment.  In addition, 
following a change in control, if either Mr. Putnam or Mr. Swanson terminates   
employment with the Company without good reason during the next 6 months, the   
Company shall pay to such employee an amount equal to 20% of the amount         
described in the prior sentence.  Following a change in control, if either Mr.  
Putnam's or Mr. Swanson's employment with the Company is terminated by such     
employee for good reason or by the Company without cause during the next 36     
months, such employee will have the option of extending the non-competition and 
non-solicitation provisions for an additional term of two years for additional  
consideration in an amount equal to two times the highest annual compensation   
during any of the five full fiscal years immediately prior to termination of    
employment.  Messrs. Anixter, Putnam and Swanson also are entitled to gross-up  
payments to the extent that the payments described above are subject to the     
excise tax imposed by Section 4999 of the Internal Revenue Code.  The aggregate 
base salary paid to Messrs. Anixter, Putnam and Swanson in 1995 was $394,000    
and the aggregate base salary to be paid to them in 1996 is $544,000.           

     Each of Mr. Brzustewicz's and Mr. Nast's employment agreements provides for
an initial term of five years with a base salary of $240,000 per year for Mr.   
Brzustewicz and $200,000 per year for Mr. Nast.  Each of Mr. Brzustewicz's and  
Mr. Nast's employment agreements also contains non-competition and              
non-solicitation provisions commencing on the date of the employment agreement  
and ending two years after termination of such person's employment.  However, if
the Company fails to offer to renew                                             

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Mr. Brzustewicz's or Mr. Nast's employment agreement, then such person would no 
longer be subject to the non-competition or non-solicitation provisions of his  
employment agreement.                                                           

   If either Mr. Brzustewicz's or Mr. Nast's employment is terminated by the
Company during the initial five year term without Cause (as defined in such     
agreements), the Company is obligated to continue to pay such person an annual  
amount equal to the sum of his Base Salary and bonus earned for the year prior  
to the year in which the employee is terminated, payable in equal monthly       
installments.  If the Company fails to pay such employee a severance payment    
due him, such employee would be released from the non-competition or            
non-solicitation provisions of his employment agreement.  However, such release 
would not be the employee's only remedy for such failure and the Company would  
still be obligated to pay any post-termination benefits due to the employee     
under his agreement.                                                            

  In connection with his employment agreement, Mr. Brzustewicz was granted
an option to purchase 150,000 shares of the Company's common stock at an        
exercise price of $12.375 per share, which option vests in three equal annual   
installments, commencing on March 12, 1997.  In addition, Mr. Brzustewicz was   
elected to the Company's Board of Directors as of the date of his employment    
agreement for a term expiring in 1998.  Furthermore, the Company agreed to use  
its reasonable efforts to recommend Mr. Brzustewicz for election at the         
Company's 1998 annual meeting of stockholders.                                  

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SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT 

   The following table sets forth, as of August 1, 1996, certain information
with respect to the beneficial ownership of the Company's Common Stock by (i)   
each person known by the Company to own beneficially more than 5% of the        
outstanding shares of Common Stock, (ii) each director of the Company, (iii)    
each Named Officer and (iv) all executive officers and directors as a group.    

                                                        [Enlarge/Download Table]


                  NAME AND ADDRESS(1)                      NUMBER OF SHARES        PERCENT OF  
                                                          BENEFICIALLY OWNED (2)  OWNERSHIP (6)
                                                          ----------------------  -------------
                                                                                               
Scott C. Anixter(2).....................................         1,044,000           16.6%     
Alan B. Anixter(3)......................................            55,001               *     
Carl E. Putnam(4).......................................            61,101            1.0%     
Robert L. Swanson(5)....................................            64,901            1.0%     
Donald C. Welchko(6)....................................             3,501               *     
Robert Brzustewicz, Sr..................................            85,346            1.4%     
William R. Anixter(7)...................................            30,000               *     
Ira J. Kaufman(7)(8)....................................            29,000               *     
Michael Segal(7)........................................            15,000               *     
Lee B. Stern(7).........................................            44,000               *     
Directors and executive officers as a group (11 persons)         1,466,233           23.2%     

*    less than one percent.                                                     

(1)  The address of each stockholder listed is c/o Anicom, Inc., 6133 North     
River Road, Suite 410, Rosemont, Illinois  60018.                     
(2)  Includes 50,000 shares held by Mr. Anixter's wife, Penny W. Anixter,       
360,000 shares held by trusts for the benefit of Scott C. Anixter's   
    children of which Penny W. Anixter has sole voting and investment power as
   investment advisor, and 302,400 shares held in custodial accounts for the
   benefit of Scott C. Anixter's children of which Scott C. Anixter has sole
voting and investment power as custodian.                             
(3)  Includes 25,001 shares held in a trust for the benefit of Mr. Anixter's    
wife, Gail Anixter, of which Alan B. Anixter has sole voting and      
investment power as trustee and of which Alan B. Anixter disclaims    
 beneficial ownership.  Also includes 5,000 shares issuable on or before
    September 30, 1996 upon exercise of options granted pursuant to the Second
Amended and Restated 1995 Stock Incentive Plan.                       
(4)  Includes 1,000 shares issuable on or before September 30, 1996 upon        
 exercise of options granted pursuant to the Second Amended and Restated
1995 Stock Incentive Plan.                                            
(5)  Includes 2,400 shares issuable on or before September 30, 1996 upon        
 exercise of options granted pursuant to the Second Amended and Restated
  1995 Stock Incentive Plan.  Also includes 1,500 shares held in custodial
  accounts for the benefit of Mr. Swanson's children and 1,000 shares held
    in a custodial account for the benefit of Mr. Swanson's spouse, over which
Mr. Swanson's spouse has sole voting and investment power.            
(6)  Includes 300 shares held in custodial accounts for the benefit of Mr.      
Welchko's children and includes 1,200 shares issuable on or before    
    September 30, 1996 upon exercise of options granted pursuant to the Second
Amended and Restated 1995 Stock Incentive Plan.                       
(7)  Includes 5,000 shares issuable upon exercise of options granted pursuant   
to the Anicom, Inc. 1995 Directors Stock Option Plan.  Excludes 5,000 
    shares which will become issuable pursuant to options to be granted if the
Amended and Restated 1995 Anicom, Inc. Directors Stock Option Plan is 
approved at the Special Meeting.                                      
(8)  Includes 14,000 shares issuable upon exercise of common stock warrants.    

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APPROVAL OF THE COMPANY'S DELISTING ITS COMMON STOCK
FROM THE CHICAGO STOCK EXCHANGE 
(PROPOSAL 3)

   Subject to the vote of the Company's stockholders at the Special Meeting,
the Company intends to apply to the Chicago Stock Exchange and the Securities   
and Exchange Commission to withdraw the Company's Common Stock from listing on  
the Chicago Stock Exchange.  The Company's Common Stock is currently listed and 
traded on both the Chicago Stock Exchange and on the National Association of    
Securities Dealers Automated Quotation System (Nasdaq) National Market.  Under  
the rules of the Chicago Stock Exchange, the Exchange may require that a        
proposed withdrawal from listing be submitted to a vote of the stockholders.    
Applicable rules of the Securities and Exchange Commission do not directly      
require a vote of the stockholders, but do require that the Company demonstrate 
its efforts to comply with the rules of the Chicago Stock Exchange.             

The Board of Directors of the Company believes that maintenance of the
dual listings on both the Chicago Stock Exchange and the Nasdaq National Market 
is not in the best interests of the Company's stockholders.  Through August 13, 
1996, the volume of trading of the Company's Common Stock was 9,882,900 shares. 
All of this trading activity has taken place on the Nasdaq National Market.     
No trading of the Company's Common Stock has taken place on the Chicago Stock   
Exchange since May 1995.  Accordingly, the Board of Directors believes that the 
costs of maintaining a listing on the Chicago Stock Exchange do not justify the 
Company's continued listing on such exchange given the lack of trading on the   
Chicago Stock Exchange.                                                         

  THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL OF
THE COMPANY'S DELISTING ITS COMMON STOCK FROM THE CHICAGO STOCK EXCHANGE.       

OTHER MATTERS 

SOLICITATION                                                                    
  The cost of soliciting Proxies in the accompanying form will be borne by
the Company.  In addition to the solicitation of Proxies by the use of the      
mails, certain officers and associates (who will receive no compensation        
therefor in addition to their regular salaries) may be used to solicit Proxies  
personally and by telephone and telegraph.  In addition, banks, brokers and     
other custodians, nominees and fiduciaries will be requested to forward copies  
of the Proxy material to their principals and to request authority for the      
execution of Proxies.  The Company will reimburse such persons for their        
expenses in so doing.  In addition, the Company has engaged MacKenzie Partners, 
New York, New York to assist in soliciting Proxies for a fee of approximately   
$3,000 plus reasonable out of pocket expenses.                                  

STOCKHOLDER LIST                                                                
  A list of stockholders entitled to vote at the Special Meeting, arranged
in alphabetical order, showing the address of and number of shares registered   
in the name of each stockholder, will be open to the examination of any         
stockholder, for any purpose germane to the Special Meeting, during ordinary    
business hours, for a period of at least ten days prior to the Special Meeting  
and continuing through the date of the Special Meeting, at the offices of       
Katten Muchin & Zavis, 525 West Monroe Street, Suite 1600, Chicago, Illinois    
60661.                                                                          

INCORPORATION BY REFERENCE                                                      

No documents are incorporated herein by reference.                    

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Please date, sign and return the enclosed Proxy at your earliest      
convenience in the enclosed envelope.  No postage is required for mailing in    
the United States.  A prompt return of your Proxy will be appreciated.          

                                   By Order of the Board of Directors,

                DAVID R. SHEVITZ

                                     David R. Shevitz, Corporate Secretary

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APPENDIX A

AMENDED AND RESTATED

ANICOM, INC.

1995 DIRECTORS STOCK OPTION PLAN

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AMENDED AND RESTATED
ANICOM, INC.
1995 DIRECTORS STOCK OPTION PLAN

TABLE OF CONTENTS 

                                                                [Download Table]

                                                                        Page
                                                                        ----
                                                                            
ARTICLE I                                                                   
ESTABLISHMENT                                                             1 
-------------                                                               
         1.1         Purpose.                                             1 

ARTICLE II                                                                  
DEFINITIONS                                                               1 
         2.1         "Affiliate"                                          1 
         2.2         "Agreement" or "Award Agreement"                     1 
         2.3         "Anixter Family"                                     2 
         2.4         "Board of Directors" or "Board"                      2 
         2.5         "Cause"                                              2 
         2.6         "Change in Control"                                  2 
         2.7         "Code" or "Internal Revenue Code"                    2 
         2.8         "Commission"                                         2 
         2.9         "Committee"                                          2 
         2.10        "Common Stock"                                       2 
         2.11        "Company"                                            2 
         2.12        "Director"                                           3 
         2.13        "Disability"                                         3 
         2.14        "Disinterested Person"                               3 
         2.15        "Effective Date"                                     3 
         2.16        "Exchange Act"                                       3 
         2.17        "Fair Market Value"                                  3 
         2.18        "Grant Date"                                         4 
         2.19        "Initial Grant Date"                                 4 
         2.20        "Nonqualified Option"                                4 
         2.21        "Option"                                             4 
         2.22        "Option Period"                                      4 
         2.23        "Option Price"                                       4 
         2.24        "Participant"                                        4 
         2.25        "Plan"                                               4 
         2.26        "Public Offering"                                    4 
         2.27        "Representative"                                     4 
         2.28        "Rule 16b-3"                                         4 
         2.29        "Securities Act"                                     5 
         2.30        "Termination of Directorship"                        5 


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                                                                [Download Table]


ARTICLE III                                                                    
ADMINISTRATION                                                                 
                                                                               
                                                                             5 
         3.1    Committee Structure and Authority                            5 

ARTICLE IV                                                                     
STOCK SUBJECT TO PLAN                                                        7 
         4.1    Number of Shares                                             7 
         4.2    Release of Shares                                            7 
         4.3    Restrictions on Shares                                       7 
         4.4    Shareholder Rights                                           8 
         4.5    Reasonable Efforts To Register                               8 
         4.6    Anti-Dilution                                                8 

ARTICLE V                                                                      
OPTION GRANTS                                                                9 
         5.1    Eligibility                                                  9 
         5.2    Grant and Exercise                                           9 
         5.3    Terms and Conditions                                         9 
         5.4    Termination by Reason of Death                              10 
         5.5    Termination by Reason of Disability                         10 
         5.6    Other Termination                                           11 
         5.7    Cashing Out of Option                                       11 

ARTICLE VI                                                                     
PROVISIONS APPLICABLE TO STOCK ACQUIRED UNDER THE PLAN                      11 
         6.1    Transfer of Shares                                          11 
         6.2    Limited Transfer During Offering                            11 
         6.3    Committee Discretion                                        11 
         6.4    No Company Obligation                                       12 

ARTICLE VII                                                                    
CHANGE IN CONTROL PROVISIONS                                                12 
         7.1    Impact of Event                                             12 
         7.2    Definition of Change in Control                             12 

ARTICLE VIII                                                                   
MISCELLANEOUS                                                               13 
         8.1    Amendments and Termination                                  13 
         8.2    Unfunded Status of Plan                                     13 
         8.3    General Provisions                                          14 
         8.4    Mitigation of Excise Tax                                    15 
         8.5    Options in Substitution for Options Granted by Other           
                Corporations                                                15 
         8.6    Procedure for Adoption                                      15 

         8.7    Procedure for Withdrawal                                    15 
         8.8    Delay                                                       15 


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                                                                [Download Table]

                                                                 
 8.9   Headings                                               16 
8.10   Severability                                           16 
8.11   Successors and Assigns                                 16 
8.12   No Obligation to Give Notice                           16 
8.13   No Third Party Beneficiaries                           16 
8.14   Entire Agreement                                       17 

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AMENDED AND RESTATED

ANICOM, INC.

1995 DIRECTORS STOCK OPTION PLAN

ARTICLE I 

ESTABLISHMENT 

1.1   Purpose.                                                          

The Anicom, Inc. 1995 Directors Stock Option Plan (the "Plan") was    
previously established by Anicom, Inc. (the "Company") effective as of January  
20, 1995.  The Plan is hereby amended and restated in its entirety effective as 
of May 23, 1996.  The purpose of the Plan is to promote the overall financial   
objectives of the Company and its stockholders by motivating directors of the   
Company who are not employees to achieve long-term growth in shareholder equity 
in the Company and to retain the association of those individuals.  The Plan's  
amendment and restatement and the grant of awards thereunder is expressly       
conditioned upon the Plan's approval by the Company's stockholders to the       
extent required by Rule 16b-3 of the Securities Exchange Act of 1934, as        
amended.  If such approval is not obtained on or before July 31, 1997, then the 
Plan, as amended and restated, and all Awards thereunder to the extent affected 
by the amendment and restatement shall be null and void ab initio, in which     
case, the Plan shall continue in full force and effect as originally approved   
by the stockholders of the Company.                                             

ARTICLE II

DEFINITIONS 

For purposes of the Plan, the following terms are defined as set forth
below:                                                                          

2.1 "Affiliate" means any individual, corporation, partnership,       
association, joint-stock company, trust, unincorporated association or other    
entity (other than the Company) that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, the
Company including, without limitation, any member of an affiliated group of     
which the Company is a common parent corporation as provided in Section 1504 of 
the Code.                                                                       

   2.2 "Agreement" or "Award Agreement" means, individually or collectively,
any agreement entered into pursuant to the Plan pursuant to which an Option is  
granted to a Participant.                                                       

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  2.3 "Anixter Family" means Alan B. Anixter, William R. Anixter, Scott C.
Anixter, their spouses, heirs and any group (within the meaning of Section      
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange      
Act"), of which any of the foregoing persons is a member for purposes of        
acquiring, holding or disposing of securities of the Company, any trust         
established by or for the benefit of any of the foregoing and any other entity  
controlled by or for the benefit of any of the foregoing.                       

 2.4 "Board of Directors" or "Board" means the Board of Directors of the
Company.                                                                        

    2.5 "Cause" shall mean, for purposes of whether and when a Participant has
incurred a Termination of Employment for Cause, any act or omission which       
permits the Company to terminate the written agreement or arrangement between   
the Participant and the Company or an Affiliate for Cause as defined in such    
agreement or arrangement, or in the event there is no such agreement or         
arrangement or the agreement or arrangement does not define the term "cause,"   
then Cause shall mean (a) an act of fraud or dishonesty by Participant that     
results in gain or personal enrichment of Participant at the Company's expense, 
(b) Participant's conviction of a felony-class crime or any act involving moral 
turpitude, (c) any material breach by Participant of any provision of this      
Agreement that has not been cured by Participant within thirty days of written  
notice of such breach from the Company, (d) the Participant's willful engaging  
in gross misconduct materially injurious to the Company that has not been cured 
by Participant within thirty days of written notice specifying the alleged      
willful gross misconduct and material injury, or (e) any intentional act or     
gross negligence by Participant that has a material, detrimental effect on the  
reputation or business of the Company.                                          

2.6 "Change in Control" has the meaning set forth in SECTION 7.2.     

  2.7 "Code" or "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended, final Treasury Regulations thereunder and any subsequent      
Internal Revenue Code.                                                          

2.8 "Commission" means the Securities and Exchange Commission or any  
successor agency.                                                               

2.9 "Committee" means the person or persons appointed by the Board of 
Directors to administer the Plan, as further described in the Plan.  Initially, 
the Committee shall consist of Scott C. Anixter and Alan B. Anixter.            

2.10 "Common Stock" means the shares of Common Stock, $.001 par value,
whether presently or hereafter issued, and any other stock or security resulting
from adjustment thereof as described hereinafter or the common stock of any     
successor to the Company which is designated for the purpose of the Plan.       

     2.11 "Company" means Anicom, Inc., a Delaware corporation, and includes any
successor or assignee corporation or corporations into which the Company may be 
merged, changed or consolidated; any corporation for whose securities the       
securities of the Company shall be exchanged; and any assignee of or successor  
to substantially all of the assets of the Company.                              

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     2.12 "Director" means each and any director who serves on the Board and who
is not an officer or employee of the Company or any of its Affiliates.          

    2.13 "Disability" means a mental or physical illness, injury, or infirmity
that prevents Participant from fulfilling his or her duties for the Company or  
an Affiliate for a period of sixty (60) consecutive days in the manner          
ordinarily required of him or her.  Notwithstanding the foregoing, a Disability 
shall not qualify under the Plan if it is the result of (i) a willfully         
self-inflicted injury or willfully self-induced sickness; or (ii) an injury or  
disease contracted, suffered, or incurred, while participating in a criminal    
offense.  The determination of Disability shall be made by the Committee.  The  
determination of Disability for purposes of the Plan shall not be construed to  
be an admission of disability for any other purpose.                            

     2.14 "Disinterested Person" shall have the meaning set forth in Rule 16b-3,
or any successor definition adopted by the Commission and shall mean a person is
also an "outside director" under Section 162(m) of the Code.                    

   2.15 "Effective Date" means the date on which the Plan is approved by the
Company's stockholders to the extent required by Rule 16b-3.                    

    2.16 "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.                           

    2.17 "Fair Market Value" means the value of the Common Stock determined on
the basis of the good faith determination of the Committee, without regard to   
whether the Common Stock is restricted or represents a minority interest,       
pursuant to the applicable method described below:                              

         (a) if the Common Stock is listed on a national securities exchange
   or quoted on The Nasdaq Stock Market (either the Nasdaq Stock Market or
 the Nasdaq Small Cap Market (in either case, ("NASDAQ")), the closing
     price of the Common Stock on the relevant date (or, if such date is not a
business day or a day on which quotations are reported, then on the 
immediately preceding date on which quotations were reported), as   
reported by the principal national exchange on which such shares are
     traded (in the case of an exchange) or by the NASDAQ, as the case may be;

    (b) if the Common Stock is not listed on a national securities
exchange or quoted on the NASDAQ, but is actively traded in the     
    over-the-counter market, the average of the closing bid and asked prices
for the Common Stock on the relevant date (or, if such date is not a
business day or a day on which quotations are reported, then on the 
 immediately preceding date on which quotations were reported), or the
  most recent preceding date for which such quotations are reported; and

    (c) if, on the relevant date, the Common Stock is not publicly
  traded or reported as described in (a) or (b), the value determined in
good faith by the Committee.                                        

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2.18 "Grant Date" means the date that as of which an Option is granted
pursuant to the Plan.                                                           

2.19 "Initial Grant Date" means the date that as of which an Option is
initially granted pursuant to the Plan.  Unless otherwise designated, the       
Initial Grant Date is the date on which a director takes office.                

 2.20 "Nonqualified Option" means an Option granted under the Plan other
than an incentive stock option within the meaning of Section 422 of the Code.   

  2.21 "Option" means the right to purchase the number of shares of Common
Stock specified by the Plan at a price and for a term fixed by the Plan, and    
subject to such other limitations and restrictions as the Plan and the          
Committee imposes.                                                              

2.22 "Option Period" means the period during which the Option shall be
exercisable in accordance with the Agreement and the Plan.                      

2.23 "Option Price" means the price at which the Common Stock may be  
purchased under an Option as provided in SECTION 5.3.                           

 2.24 "Participant" means a Director to whom an Option has been granted,
under the Plan, and in the event a person becomes a Representative, then the    
term "Participant" shall mean such Representative. For purposes of this         
Agreement, the term "Termination of Directorship" shall be deemed to be binding 
on a Representative of the Director.                                            

 2.25 "Plan" means the Anicom, Inc. 1995 Directors Stock Option Plan, as
herein set forth and as may be amended from time to time.                       

     2.26 "Public Offering" means an initial public offering of shares of Common
Stock under the Securities Act.                                                 

     2.27 "Representative" means (a) the person or entity acting as the executor
or administrator of a Participant's estate pursuant to the last will and        
testament of a Participant or pursuant to the laws of the jurisdiction in which 
the Participant had the Participant's primary residence at the date of the      
Participant's death; (b) the person or entity acting as the guardian or         
temporary guardian of a Participant; (c) the person or entity which is the      
beneficiary of the Participant upon or following the Participant's death; or    
(d) any person to whom an Option has been permissibly transferred including,    
without limitation, a trust for the benefit of the Participant, the             
Participant's parents, spouse or descendants, or a custodian under a uniform    
gifts to minors act or similar statute for the benefit of the Participant's     
descendants, to the extent permitted by the Committee and not inconsistent with 
the Rule 16b-3; provided that only one of the foregoing shall be the            
Representative at any point in time as determined under applicable law and      
recognized by the Committee.                                                    

    2.28 "Rule 16b-3" means Rule 16b-3, as promulgated under the Exchange Act,
as amended from time to time, or any successor thereto.                         

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     2.29 "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.                                   

     2.30 "Termination of Directorship" means the occurrence of any act or event
that results in the person's ceasing, for whatever reason, to be a Director of  
the Company or of any Affiliate, including, without limitation, death,          
Disability, dismissal, severance at the election of the Participant,            
retirement, or severance as a result of the discontinuance, liquidation, sale   
or transfer by the Company or its Affiliates of all businesses owned or         
operated by the Company or its Affiliates.                                      

In addition, certain other terms used herein have definitions given to
them in the first place in which they are used.                                 

ARTICLE III   

ADMINISTRATION  

   3.1 Committee Structure and Authority.  The Plan shall be administered by
the Committee which, except as provided herein, may be comprised of one or more 
persons.  The Committee shall be a committee of the Board of Directors, unless  
such committee does not exist or the Board establishes a committee whose sole   
purpose is the administration of the Plan; provided that only those members of  
the Committee of the Board who participate in the decision relative to Options  
under the Plan shall be deemed to be part of the "Committee" for purposes of    
the Plan.  In the absence of an appointment, the Board or the portion thereof   
that are Disinterested Persons shall be the Committee.  A majority of the       
Committee shall constitute a quorum at any meeting thereof (including telephone 
conference) and the acts of a majority of the members present, or acts approved 
in writing by a majority of the entire Committee without a meeting, shall be    
the acts of the Committee for purposes of the Plan.  The Committee may          
authorize any one or more of its members or an officer of the Company to        
execute and deliver documents on behalf of the Committee.  The Committee shall  
include no less than the number of Disinterested Persons required for           
application of Rule 16b-3.  No member of the Committee shall exercise any       
discretion respecting himself or herself under the Plan.  The Board shall have  
the authority to remove, replace or fill any vacancy of any member of the       
Committee upon notice to the Committee and the affected member.  Any member of  
the Committee may resign upon notice to the Board.  The Committee may allocate  
among one or more of its members, or may delegate to one or more of its agents, 
such duties and responsibilities as it determines.                              

    Among other things, the Committee shall have the authority, subject to the
terms of the Plan and the limitation of section (c)(2)(ii) of Rule 16b-3 so     
that the Plan is described in that section:                                     

       (a) to determine the terms and conditions of any Option hereunder
(including, but not limited to, the Option Period, any exercise     
 restriction or limitation and any exercise acceleration or forfeiture
waiver regarding any Option and the shares of Common Stock relating 
thereto);                                                           

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         (b) to adjust the terms and conditions, at any time or from time to
time, of any Option, subject to the limitations of SECTION 8.1;     

 (c) to provide for the forms of Agreement to be utilized in
connection with the Plan;                                           

      (d) to determine whether a Participant has a Disability or is in
retirement;                                                         

         (e) to determine what securities law requirements are applicable to
the Plan, Options, and the issuance of shares of Common Stock and to
     require of a Participant that appropriate action be taken with respect to
such requirements;                                                  

        (f) to cancel, with the consent of the Participant or as otherwise
provided in the Plan or an Agreement, outstanding Options;          

       (g) to require as a condition of the exercise of an Option or the
  issuance or transfer of a certificate of Common Stock, the withholding
    from a Participant of the amount of any federal, state or local taxes as
     may be necessary in order for the Company or any other employer to obtain
a deduction or as may be otherwise required by law;                 

     (h) to determine whether and with what effect an individual has
incurred a Termination of Directorship;                             

          (i) to determine whether the Company or any other person has a right
     or obligation to purchase Common Stock from a Participant and, if so, the
terms and conditions on which such Common Stock is to be purchased; 

         (j) to determine the restrictions or limitations on the transfer of
Common Stock;                                                       

       (k) to determine whether an Option is to be adjusted, modified or
     purchased, or is to become fully exercisable, under the Plan or the terms
of an Agreement;                                                    

         (l) to interpret and make a final determination with respect to the
remaining number of shares of Common Stock available under the Plan;

     (m) to determine the permissible methods of Option exercise and
payment, including cashless exercise arrangements;                  

       (n) to adopt, amend and rescind such rules and regulations as, in
its opinion, may be advisable in the administration of the Plan; and

      (o) to appoint and compensate agents, counsel, auditors or other
specialists to aid it in the discharge of its duties.               

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The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,  
from time to time, deem advisable, to interpret the terms and provisions of the 
Plan and any Option issued under the Plan (and any Agreement) and to otherwise  
supervise the administration of the Plan.  The Committee's policies and         
procedures may differ with respect to Options granted at different times or to  
different Participants.                                                         

   Any determination made by the Committee pursuant to the provisions of the
Plan shall be made in its sole discretion, and in the case of any determination 
relating to an Option, may be made at the time of the grant of the Option or,   
unless in contravention of any express term of the Plan or an Agreement, at any 
time thereafter.  All decisions made by the Committee pursuant to the           
provisions of the Plan shall be final and binding on all persons, including the 
Company and Participants.  Any determination shall not be subject to de novo    
review if challenged in court.                                                  

ARTICLE IV  

STOCK SUBJECT TO PLAN   

   4.1 Number of Shares.  Subject to adjustment under SECTION 4.6, the total
number of shares of Common Stock reserved and available for distribution        
pursuant to Options under the Plan shall be 100,000 shares of Common Stock      
authorized for issuance on the Effective Date.  Such shares may consist, in     
whole or in part, of authorized and unissued shares or treasury shares.         

4.2 Release of Shares.   If any shares of Common Stock that have been 
optioned cease to be subject to an Option, if any shares of Common Stock that   
are subject to any Option are forfeited, if any Option otherwise terminates     
without issuance of shares of Common Stock being made to the Participant, such  
shares, or if any shares (whether or not restricted) of Common Stock that were  
previously issued under the Plan are received by the Company in connection with 
the exercise of an Award, such shares, in the discretion of the Committee, may  
again be available for distribution in connection with Options under the Plan.  

     4.3 Restrictions on Shares.  Shares of Common Stock issued upon exercise of
an Option shall be subject to the terms and conditions specified herein and to  
such other terms, conditions and restrictions as the Committee in its           
discretion may determine or provide in the Option Agreement.  The Company shall 
not be required to issue or deliver any certificates for shares of Common       
Stock, cash or other property prior to (i) the listing of such shares on any    
stock exchange (or other public market) on which the Common Stock may           
then be listed (or regularly traded), (ii) the completion of any registration   
or qualification of such shares under federal or state law, or any ruling or    
regulation of any government body which the Committee determines to be          
necessary or advisable, and (iii) the satisfaction of any applicable            
withholding obligation in order for the Company or an Affiliate to obtain a     
deduction with respect to the exercise of an Option.  The Company may cause any 
certificate for any share of Common Stock to be delivered to be properly marked 
with a legend or other notation reflecting the limitations                      

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on transfer of such Common Stock as provided in the Plan or as the              
Committee may otherwise require.  The Committee may require any person          
exercising an Option to make such representations and furnish such information  
as it may consider appropriate in connection with the issuance or delivery of   
the shares of Common Stock in compliance with applicable law or otherwise.      
Fractional shares shall not be delivered, but shall be rounded to the next      
lower whole number of shares.                                                   

   4.4 Shareholder Rights.  No person shall have any rights of a shareholder
as to shares of Common Stock subject to an Option until, after proper exercise  
of the Option or other action required, such shares shall have been recorded on 
the Company's official shareholder records as having been issued or             
transferred.  Upon exercise of the Option or any portion thereof, the Company   
will have thirty (30) days in which to issue the shares, and the Participant    
will not be treated as a shareholder for any purpose whatsoever prior to such   
issuance.  No adjustment shall be made for cash dividends or other rights for   
which the record date is prior to the date such shares are recorded as issued   
or transferred in the Company's official shareholder records, except as         
provided herein or in an Agreement.                                             

   4.5 Reasonable Efforts To Register.  If there has been a Public Offering,
the Company intends to register under the Securities Act the Common Stock       
delivered or deliverable pursuant to Options on Form S-8 if available to the    
Company for this purpose (or any successor or alternate form that is            
substantially similar to that form to the extent available to effect such       
registration), in accordance with the rules and regulations governing such      
forms.  If the Committee deems registration to be in the Company's best         
interests, the Company will use efforts to cause the registration statement to  
become effective and will file such supplements and amendments to the           
registration statement as may be necessary to keep the registration statement   
in effect until the earliest of (a) one year following the expiration of the    
Option Period of the last Option outstanding, (b) the date the Company is no    
longer a reporting company under the Exchange Act and (c) the date all          
Participants have disposed of all shares delivered pursuant to any Option.  The 
Company may delay the foregoing obligation if the Committee reasonably          
determines that any such registration is not in the Company's best interests or 
if there is no material benefit to Participants in the Plan.                    

4.6 Anti-Dilution.  In the event of any Company stock dividend, stock 
split, combination or exchange of shares, recapitalization or other change in   
the capital structure of the Company, corporate separation or division          
of the Company (including, but not limited to, a split-up, spin-off, split-off  
or distribution to Company shareholders other than a normal cash dividend),     
sale by the Company of all or a substantial portion of its assets (measured on  
either a stand-alone or consolidated basis), reorganization, rights offering, a 
partial or complete liquidation, or any other corporate transaction, Company    
share offering or event involving the Company and having an effect similar to   
any of the foregoing, then the Committee shall adjust or substitute, as the     
case may be, the number of shares of Common Stock available for Options under   
the Plan, the number of shares of Common Stock covered by outstanding Options,  
the exercise price per share of outstanding Options, and any other              
characteristics or terms of the Options as the Committee shall deem necessary   
or appropriate to reflect equitably the effects of such changes to the          
Participants; provided, however, that any fractional shares resulting from such 
adjustment shall be eliminated by rounding to the next lower whole number of    
shares with                                                                     

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appropriate payment for such fractional share as shall reasonably be            
determined by the Committee.                                                    

ARTICLE V   

OPTION GRANTS   

     5.1 Eligibility.  Each Director shall be granted Options to purchase shares
of Common Stock as provided herein.                                             

   5.2 Grant and Exercise.  Each Director who is a Director on the Effective
Date shall be granted an Option on such date to purchase 5,000 shares of Common 
Stock without further action by the Board or the Committee.  Each Director who  
joins the Board after the Effective Date shall be granted an Option on the      
Initial Grant Date to purchase 5,000 shares of Common Stock without further     
action by the Board or the Committee.  On the date of the Company's annual      
meeting of stockholders in the calendar year following the Effective Date and   
on the date of each annual meeting of stockholders thereafter, each such        
Director who is still a Director on such anniversary date shall be granted an   
additional Option to purchase 5,000 shares of Common Stock without further      
action by the Board or the Committee; provided that the total number of shares  
for which Options have been granted to a Director under this Plan shall not     
exceed 25,000 shares.                                                           

   If the number of shares of Common Stock available to grant under the Plan
on a scheduled date of grant is insufficient to make all automatic grants       
required to be made pursuant to the Plan on such date, then each eligible       
Director shall receive an Option to purchase a pro rata number of the remaining 
shares of Common Stock available under the Plan; provided further, however,     
that if such proration results in fractional shares of Common Stock, then such  
Option shall be rounded down to the nearest number of whole shares of Common    
Stock.  In all events, the Option Price shall be the Fair Market Value per      
share on the date the Option is granted.  Each Option granted under the Plan    
shall be evidenced by an Agreement, in a form approved by the Committee, which  
shall embody the terms and conditions of such Option and which shall be subject 
to the express terms and conditions set forth in the Plan.  Such Agreement      
shall become effective upon execution by the Participant.                       

5.3 Terms and Conditions.  Options shall be subject to such terms and 
conditions as shall be determined by the Committee, including the following:    

         (a) Option Period.  The Option Period of each Option shall be seven
(7) years.                                                          

   (b) Exercisability.  Subject to SECTION 7.1, Options shall be
exercisable at such time or times and subject to such terms and     
 conditions as shall be determined by the Committee.  If the Committee
provides that any Option is exercisable only in installments, the   
    Committee may at any time waive such installment exercise provisions, in
    whole or in part.  In addition, the Committee may at any time accelerate
the exercisability of any Option.                                   

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          (c) Method of Exercise.  Subject to the provisions of this Article V
and an Agreement, a Participant may exercise Options, in whole or in
  part, at any time during the Option Period by the Participant's giving
 written notice of exercise on a form provided by the Committee to the
  Company specifying the number of shares of Common Stock subject to the
   Option to be purchased.  Such notice shall be accompanied by payment in
     full of the purchase price by cash or check or such other form of payment
     as the Company may accept.  If approved by the Committee, payment in full
    or in part may also be made (i) by delivering Common Stock already owned
   by the Participant having a total Fair Market Value on the date of such
     delivery equal to the Option Price; (ii) by the execution and delivery of
a note or other evidence of indebtedness (and any security agreement
 thereunder) satisfactory to the Committee and permitted in accordance
   with SECTION 5.3(E); (iii)  by authorizing the Company to retain shares
  of Common Stock which would otherwise be issuable upon exercise of the
    Option having a total Fair Market Value on the date of delivery equal to
     the Option Price; (iv) by the delivery of cash or the extension of credit
by a broker-dealer to whom the Participant has submitted a notice of
exercise or otherwise indicated an intent to exercise an Option (in 
 accordance with Part 220, Chapter II, Title 12 of the Code of Federal
    Regulations, a so-called "cashless" exercise); or (v) by any combination
   of the foregoing.  No shares of Common Stock shall be issued until full
payment therefor has been made.                                     

       (d) Non-transferability of Options.  Except as provided herein or
in an Agreement, no Option shall be transferable by the Participant 
  other than by will or by the laws of descent and distribution, and all
  Options shall be exercisable during the Participant's lifetime only by
     the Participant.  If and to the extent permitted by Rule 16b-3 and except
 as otherwise provided herein or by an Agreement, every Option granted
hereunder shall be freely transferable, but only if such transfer is
  exempt under Rule 16b-3 or is the Committee adopts Securities Exchange
    Act Release 34-28869 of the Securities Exchange Commission the Committee
   may permit an Option to be transferred pursuant to a domestic relations
     order which would be a "qualified domestic relations order" as defined in
Section 414 of the Code if such section applied to the Option.      

5.4 Termination by Reason of Death.  Unless otherwise provided in an
Agreement or determined by the Committee, if a Participant incurs a Termination 
of Directorship due to death, any vested, unexpired and unexercised Options     
held by such Participant shall thereafter be fully exercisable for a period of  
one (1) year (or such other period or no period as the Committee may specify)   
immediately following the date of such death or until the expiration of the     
Option Period, whichever period is the shorter.                                 

     5.5 Termination by Reason of Disability.  Unless otherwise provided in an
Agreement or determined by the Board, if a Participant incurs a Termination of  
Directorship due to a Disability, any vested, unexpired and unexercised Options 
held by such Participant shall thereafter be fully exercisable by the           
Participant for the period of one (1) year (or such other period or no period   
as the Committee may specify) immediately following the date of such            
Termination of Directorship or until the expiration of the Option Period,       
whichever period is shorter, and the Participant's death at any time following  
such Termination of Directorship due to Disability shall not affect the         
foregoing.                                                                      

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5.6 Other Termination.  Unless otherwise provided in an Agreement or  
determined by the Committee, if a Participant incurs a Termination of           
Directorship by the Company for Cause, any vested, unexpired and unexercised    
Stock Option held by such Participant shall terminate immediately upon notice   
of termination by the Company.  The death or Disability of a Participant after  
a Termination of Directorship otherwise provided herein shall not extend the    
exercisability of the time permitted to exercise an Option.                     

   5.7 Cashing Out of Option.  On receipt of written notice of exercise, the
Committee may elect to cash out all or part of the portion of any Option for    
which at least six months has elapsed since the Grant Date (provided that such  
limitation shall not apply to an Option granted to a Participant who has        
subsequently died) to be exercised by paying the Participant an amount, in cash 
or Common Stock, equal to the excess of the Fair Market Value of the Common     
Stock that is subject to the Option over the Option Price times the number of   
shares of Common Stock subject to the Option on the effective date of such cash 
out.  Cash outs relating to Options held by Participants who are actually or    
potentially subject to Section 16(b) of the Exchange Act shall comply with the  
"window period" provisions of Rule 16b-3, to the extent applicable, and, Fair   
Market Value shall be determined in accordance with the definition set forth in 
SECTION 2.16.                                                                   

ARTICLE VI  

PROVISIONS APPLICABLE TO STOCK ACQUIRED UNDER THE PLAN  

    6.1 Transfer of Shares.  A Participant may at any time make a  transfer of
shares of Common Stock received pursuant to the exercise of an Option to his    
parents, spouse or descendants or to any trust for the benefit of the foregoing 
or to a custodian under a uniform gifts to minors act or similar statute for    
the benefit of any of the Participant's descendants.  Any transfer of shares    
received pursuant to the exercise of an Option shall not be permitted or valid  
unless and until the transferee agrees to be bound by the provisions of the     
Plan, and any provision respecting Common Stock under the Agreement, provided   
that "Termination of Directorship" shall continue to refer to the Termination   
of the Directorship of the Participant.                                         

   6.2 Limited Transfer During Offering.  In the event there is an effective
registration statement under the Securities Act pursuant to which shares of     
Common Stock shall be offered for sale in an underwritten offering, a           
Participant shall not, during the  period requested by the underwriters         
managing the registered public offering, effect any public sale or distribution 
of shares received directly or indirectly pursuant to an exercise of an Option. 

     6.3 Committee Discretion.  The Committee may in its sole discretion include
in any Agreement an obligation that the Company purchase a Participant's shares 
of Common Stock received upon the exercise of an Option (including the purchase 
of any unexercised Options  which have not expired), or may obligate a          
Participant to sell shares of Common Stock to the Company upon such terms and   
conditions as the Committee may determine and set forth in an Agreement.  The   
provisions of this Article VI shall be construed by the Committee in its sole   
discretion, and shall be subject to such other terms and conditions as the      
Committee may from time to time determine.                                      

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6.4 No Company Obligation.  None of the Company, an Affiliate or the  
Committee shall have any duty or obligation to affirmatively disclose material  
information regarding the Company to a record or beneficial holder of Common    
Stock or an Option, and such holder shall have no right to be advised of any    
material information regarding the Company or any Affiliate at any time prior   
to, upon or in connection with receipt or the exercise of an Option or the      
Company's purchase of Common Stock in accordance with the terms hereof.         

ARTICLE VII 

CHANGE IN CONTROL PROVISIONS

  7.1 Impact of Event.  Notwithstanding any other provision of the Plan to
the contrary, in the event of a Change in Control (as defined in SECTION 7.2),  
any Options outstanding as of the date such Change in Control and not then      
exercisable shall become fully exercisable to the full extent of the original   
grant.                                                                          

   7.2 Definition of Change in Control.  For purposes of the Plan, a "Change
in Control" shall mean the happening of any of the following events:            

       (a) An acquisition by any individual, entity or group (within the
     meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "PERSON")
     of the beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of fifty percent (50%) or more of the then  
outstanding shares of common stock of the Company (the "OUTSTANDING 
  COMPANY COMMON STOCK") or (ii) the approval by the stockholders of the
    Company of a reorganization, merger, consolidation, complete liquidation
or dissolution of the Company, the sale or disposition of all or    
substantially all of the assets of the Company or similar corporate 
transaction (in each case referred to in this SECTION 7.2(A) as a   
"CORPORATE TRANSACTION") or, if consummation of such Corporate      
    Transaction is subject, at the time of such approval by stockholders, to
  the consent of any government or governmental agency, the obtaining of
    such consent (either explicitly or implicitly) provided such acquisition
   or beneficial ownership would result in any other Person's beneficially
owning fifty percent (50%) or more of the Outstanding Company Common
 Stock; excluding, however, the following:  (A) any acquisition by the
  Company or by an employee benefit plan (or related trust) sponsored or
maintained by the Company or an Affiliate, (B) any acquisition by a 
   member of the Anixter Family, or (C) any acquisition by or consummation
of a Corporate Transaction with an Affiliate.                       

(b) A change in the composition of the Board such that the
individuals who, as of the date of the Initial Public Offering (the 
     "PUBLIC OFFERING"), constitute the Board (such Board shall be hereinafter
    referred to as the "INCUMBENT BOARD") cease for any reason to constitute
     at least a majority of the Board; provided, however, for purposes of this
 SECTION 7.2(B), that any individual who becomes a member of the Board
   subsequent to the date of the Company's Public Offering whose election,
     or nomination for election by the Company's stockholders, was approved by
     a vote of at least a majority of those individuals who are members of the
Board and who were also members of the Incumbent                    

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              Board (or deemed to be such pursuant to this provision) shall be
       considered as though such individual were a member of the
               Incumbent Board; but, provided, further, that any such individual
             whose initial assumption of office occurs as a result of either
              an actual or threatened election contest (as such terms are used
             in Rule 14a-11 of Regulation 14A promulgated under the Exchange
           Act) or other actual or threatened solicitation of proxies or
             consents by or on behalf of a Person other than the Board shall
      not be so considered as a member of the Incumbent Board.

ARTICLE VIII

MISCELLANEOUS 

     8.1 Amendments and Termination.  The Board may amend, alter, or discontinue
the Plan at any time, but no amendment, alteration or discontinuation shall be  
made which would (a) impair the rights of a Participant under an Option         
theretofore granted without the Participant's consent, except such an amendment 
made to cause the Plan to qualify for the exemption provided by Rule 16b-3 or   
(b) disqualify the Plan from the exemption provided by Rule 16b-3.  In addition,
no such amendment shall be made without the approval of the Company's           
shareholders to the extent such approval is required by law or agreement.       
Notwithstanding the foregoing, the Plan may not be amended more than once every 
six (6) months to change the Plan provisions listed in section (c)(2)(ii)(A) of 
Rule 16b-3, other than to comport with changes in the Code or Rule 16b-3.       

The Committee may amend the Plan at any time provided that (a) no     
amendment shall impair the rights of any Participant under any Option           
theretofore granted without the Participant's consent, (b) no amendment shall   
disqualify the Plan from the exemption provided by Rule 16b-3, and (c) any      
amendment shall be subject to the approval or rejection of the Board.           
Notwithstanding the foregoing, the Plan may not be amended more than once every 
six (6) months to change the Plan provisions listed in section (c)(2)(ii)(A) of 
Rule 16b-3, other than to comport with changes in the Code or Rule 16b-3.       

  Subject to the above provisions, the Board shall have authority to amend
the Plan to take into account changes in law and tax and accounting rules, as   
well as other developments and to grant Options which qualify for beneficial    
treatment under such rules without shareholder approval.                        

     8.2 Unfunded Status of Plan.  It is intended that the Plan be an "unfunded"
plan for incentive and deferred compensation.  The Committee may authorize the  
creation of trusts or other arrangements to meet the obligations created under  
the Plan to deliver Common Stock or make payments; provided, however, that,     
unless the Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.              

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8.3 General Provisions.                                             

(a) Representation.  The Committee may require each person
    purchasing or receiving shares pursuant to an Option to represent to and
agree with the Company in writing that such person is acquiring the 
    shares without a view to the distribution thereof.  The certificates for
    such shares may include any legend which the Committee deems appropriate
to reflect any restrictions on transfer.                            

        (b) No Additional Obligation.  Nothing contained in the Plan shall
 prevent the Company or an Affiliate from adopting other or additional
compensation arrangements for its employees.                        

          (c) Withholding.  No later than the date as of which an amount first
 becomes includible in the gross income of the Participant for Federal
     income tax purposes with respect to any Option, the Participant shall pay
 to the Company (or other entity identified by the Committee), or make
  arrangements satisfactory to the Company or other entity identified by
the Committee regarding the payment of, any Federal, state, local or
    foreign taxes of any kind required by law to be withheld with respect to
     such amount required in order for the Company or an Affiliate to obtain a
current deduction.  Unless otherwise determined by the Committee,   
withholding obligations may be settled with Common Stock, including 
Common Stock that is part of the Option that gives rise to the      
   withholding requirement provided that any applicable requirements under
 Section 16 of the Exchange Act are satisfied.  The obligations of the
Company under the Plan shall be conditional on such payment or      
 arrangements, and the Company and its Affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any  
payment otherwise due to the Participant.                           

        (d) Representation.  The Committee shall establish such procedures
   as it deems appropriate for a Participant to designate a Representative
   to whom any amounts payable in the event of the Participant's death are
to be paid.                                                         

     (e) Controlling Law.  The Plan and all Options made and actions
  taken thereunder shall be governed by and construed in accordance with
   the laws of the State of Delaware (other than its law respecting choice
    of law).  The Plan shall be construed to comply with all applicable law,
 and to avoid liability to the Company, an Affiliate or a Participant,
including, without limitation, liability under Section 16(b) of the 
Exchange Act.                                                       

         (f) Offset.  Any amounts owed to the Company or an Affiliate by the
Participant of whatever nature may be offset by the Company from the
    value of any shares of Common Stock,  cash or other thing of value under
 the Plan or an Agreement to be transferred to the Participant, and no
shares of Common Stock, cash or other thing                         
   of value under the Plan or an Agreement shall be transferred unless and
until all disputes between the Company and the Participant have been
   fully and finally resolved and the Participant has waived all claims to
such against the Company or an Affiliate.                           

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8.4 Mitigation of Excise Tax.  If any payment or right accruing to a  
Participant under the Plan (without the application of this SECTION 8.4), either
alone or together with other payments or rights accruing to the Participant from
the Company or an Affiliate ("Total Payments") would constitute a "parachute    
payment" (as defined in Section 280G of the Code and regulations thereunder)    
that is subject to the excise tax imposed by Section 4999 of the Code (or       
similar tax and/or assessment), the Company (or its successor or assigns) shall 
increase the amounts payable hereunder to the extent necessary to place         
Participant in the same after-tax position as he or she would have been in had  
no such excise tax been imposed on the payments hereunder.  The determination of
the amount of any such excise taxes shall initially be made by an independent   
accounting firm employed by the Company. The Participant shall cooperate in good
faith with the Committee in making such determination and providing the         
necessary information for this purpose.  If, at a later date, it is determined  
that the amount of excise taxes payable by Participant is greater than the      
amount initially so determined, then the Company (or its successor or assigns)  
shall pay Participant an amount equal to the sum of (i) such additional excise  
taxes, (ii) any interest, fines and penalties resulting from such underpayment, 
plus (iii) an amount necessary to reimburse Participant for any income, excise  
or other taxes payable by Participant with respect to the amount specified in   
(i) and (ii) above, and the reimbursement provided by this (iii).               

8.5 Options in Substitution for Options Granted by Other Corporations.
Options may be granted under the Plan from time to time in substitution for     
awards held by employees, directors or service providers of other corporations  
who are about to become Directors of the Company or an Affiliate as the result  
of a merger or consolidation of the employing corporation with the Company or an
Affiliate, or the acquisition by the Company or an Affiliate of the assets of   
the employing corporation, or the acquisition by the Company or Affiliate of the
stock of the employing corporation, as the result of which it becomes a         
designated employer under the Plan.  The terms and conditions of the Options so 
granted may vary from the terms and conditions set forth in the Plan at the time
of such grant as the majority of the members of the Committee may deem          
appropriate to conform, in whole or in part, to the provisions of the awards in 
substitution for which they are granted.                                        

     8.6 Procedure for Adoption.  Any Affiliate of the Company may by resolution
of such Affiliate's board of directors, with the consent of the Board of        
Directors and subject to such conditions as may be imposed by the Board of      
Directors, adopt the Plan for the benefit of its employees as of the date       
specified in the board resolution.                                              

 8.7 Procedure for Withdrawal.  Any Affiliate which has adopted the Plan
may, by resolution of the board of directors of such direct or indirect         
subsidiary, with the consent of the Board of Directors and subject to such      
conditions as may be imposed by the Board of Directors, terminate its adoption  
of the Plan.                                                                    

8.8 Delay.  If at the time a Participant incurs a Termination of      
Directorship (other than due to Cause) or if at the time of a Change in Control,
the Participant is subject to "short-swing" liability under Section 16 of the   
Exchange Act, any time period provided for under the Plan or an Agreement to the
extent necessary to avoid the imposition of liability shall be suspended and    
delayed during the period the Participant would be subject to such liability,   
but                                                                             

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not more than six (6) months and one (1) day and not to exceed the Option       
Period.  The Company shall have the right to suspend or delay any time period   
described in the Plan or an Agreement if the Committee shall determine that the 
action may constitute a violation of any law or result in liability under any   
law to the Company, an Affiliate or a shareholder of the Company until such time
as the action required or permitted shall not constitute a violation of law or  
result in liability to the Company, an Affiliate or a shareholder of the        
Company.  The Committee shall have the discretion to suspend the application of 
the provisions of the Plan required solely to comply with Rule 16b-3 if the     
Committee shall determine that Rule 16b-3 does not apply to the Plan.           

8.9 Headings.  The headings contained in the Plan are for reference   
purposes only and shall not affect the meaning or interpretation of the Plan.   

  8.10 Severability.  If any provision of the Plan shall for any reason be
held to be invalid or unenforceable, such invalidity or unenforceability shall  
not effect any other provision hereby, and the Plan shall be construed as if    
such invalid or unenforceable provision were omitted.                           

     8.11 Successors and Assigns.  The Plan shall inure to the benefit of and be
binding upon each successor and assign of the Company.  All obligations imposed 
upon a Participant, and all rights granted to the Company hereunder, shall be   
binding upon the Participant's heirs, legal representatives and successors.     

8.12 No Obligation to Give Notice.  No provision of the Plan shall be 
deemed to create an obligation on the Company to give notice to any person or   
entity of any event, except as expressly set forth in this Agreement.           

    8.13 No Third Party Beneficiaries.  Nothing in this Agreement expressed or
implied  is intended to confer any right or remedy under or by reason of this   
Agreement on any person other than the parties hereto and their respective      
heirs, representatives, successors and assigns, nor is anything set forth herein
intended to affect or discharge the obligation or liability of any third persons
to any party to this Agreement nor shall any provision give any third party any 
right of subrogation or action over against any part to this Agreement.         

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  8.14 Entire Agreement.  The Plan and the Agreement constitute the entire
agreement with respect to the subject matter hereof and thereof, provided that  
in the event of any inconsistency between the Plan and the Agreement, the terms 
and conditions of the Plan shall control.                                       

EXECUTED on this 23rd day of May, 1996.                               

                            ANICOM, INC.

                                     By:  Scott C. Anixter
                                                  --------------------------
                              Its:  Chairman
                                                  --------------------------

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                                                        [Enlarge/Download Table]
                                                                                                                                    
PROXY                                                                                                                               

                                                           ANICOM, INC.                                     THIS PROXY IS SOLICITED 
                                    6133 NORTH RIVER ROAD, SUITE 410, ROSEMONT, ILLINOIS 60018                 ON BEHALF OF THE     
                                          PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS                       BOARD OF DIRECTORS.   
                                                 TO BE HELD ON SEPTEMBER 25, 1996                                                   

        TO VOTE AT THE SPECIAL MEETING IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS OF ANICOM, INC., SIGN AND   
DATE THE REVERSE SIDE OF THIS CARD WITHOUT CHECKING ANY BOX.                                                                        

        The undersigned holder of Common Stock, par value $.001 per share, of Anicom, Inc. (the "Company") hereby appoints Scott C. 
Anixter and Donald C. Welchko, or either of them, with full power of substitution in each, as proxies to cast all votes which the   
undersigned stockholder is entitled to cast at the Special Meeting of Stockholders (the "Special Meeting") to be held on Wednesday, 
September 25, 1996 at 9:00 a.m. local time, at the offices of Katten    Muchin & Zavis, 525 West Monroe Street, Suite 1600, Chicago,
Illinois 60661, and at any adjournments thereof, upon the following matters. The undersigned stockholder hereby revokes any proxy or
proxies heretofore given.                                                                                                           

        THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER AS DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. UNLESS   
CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3 AND IN ACCORDANCE WITH THE DETERMINATION OF THE BOARD
OF DIRECTORS AS TO OTHER MATTERS. THE UNDERSIGNED STOCKHOLDER MAY REVOKE THIS PROXY AT ANY TIME BEFORE IT IS VOTED BY DELIVERING TO 
THE CORPORATE SECRETARY OF THE COMPANY EITHER A WRITTEN REVOCATION OF THE PROXY OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY
APPEARING AT THE SPECIAL MEETING AND VOTING IN PERSON. THE UNDERSIGNED STOCKHOLDER HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF     
SPECIAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT.                                                                                

                                          (Continued and to be signed on reverse side.)                                             


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                                                        [Enlarge/Download Table]
                                                                                                       
                                                           ANICOM, INC.                                
                              PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/

1.   PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF    For  Against Abstain                            
     INCORPORATION TO INCREASE THE NUMBER OF                                                           
     AUTHORIZED SHARES OF COMMON STOCK                  / /   / /     / /                              

2.   PROPOSAL TO APPROVE THE AMENDED AND RESTATED      For  Against Abstain                            
     ANICOM, INC. 1995 DIRECTORS STOCK OPTION PLAN                                                     
                                                        / /   / /     / /                              

3.   PROPOSAL TO APPROVE THE COMPANY'S                 For  Against Abstain                            
     DELISTING ITS COMMON STOCK FROM                                                                   
     THE CHICAGO STOCK EXCHANGE                         / /   / /     / /                              

4.   In their discretion, the proxies are authorized to vote upon such other                           
     business as may properly come before the Special Meeting, or any                                  
     adjournments thereof.                                                                             

Dated:                                                                                                 
       -------------------------------------------------                                               

--------------------------------------------------------                                               
Signature                                                                                              

--------------------------------------------------------                                               
Signature (if held jointly)                                                                            

PLEASE DATE AND SIGN EXACTLY AS THE NAME APPEARS HEREON. WHEN SIGNING AS                               
EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN, ATTORNEY-IN-FACT OR OTHER                                  
FIDUCIARY, PLEASE GIVE TITLE AS SUCH. WHEN SIGNING AS CORPORATION, PLEASE SIGN                         
IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF YOU SIGN                           
FOR A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFS14A’ Filing		Date		First		Last			Other Filings
		7/31/97		20
		3/12/97		12
		11/20/96		10
		9/30/96		13					10QSB
For Period End:		9/25/96		2		37			8-K,  PRE 14A
Filed on:		8/28/96		2		4
		8/26/96		3		4
		8/13/96		7		14
		8/1/96		4		13
		5/23/96		6		20			8-K/A
		2/22/96		7		10
		12/31/95		9		10
		12/29/95		10
		2/22/95		7
		1/20/95		6		20
		12/31/93		9
		6/30/93		9
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