UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
VANSTAR CORPORATION
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
92208M108
(CUSIP Number)
February 17, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amend-
ment containing information which would alter the disclosures
provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE>
CUSIP No. 92208M108
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
LEON G. COOPERMAN
S.S. No. ###-##-####
2. Check Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization:
UNITED STATES
5. Sole Voting Power
None
Number of
Shares Bene- 6. Shared Voting Power
ficially by None
Owned by 7. Sole Dispositive Power
Each Report- None
ing Person 8. Shared Dispositive Power
With: None
9. Aggregate Amount Beneficially Owned by Each Reporting
Person: None
10. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares *
11. Percent of Class Represented by Amount in Row (11):
0.00%
12. Type of Reporting Person*
IN
*See Instructions Before Filling Out.
<PAGE>
Item 1(a) Name of Issuer:
Vanstar Corporation (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive
Offices:
1100 Abernathy Road, Building 500, Suite 1200
Atlanta, Georgia 30328
Item 2(a) Name of Person Filing:
Leon G. Cooperman ("Mr. Cooperman").
Item 2(b) Address of Principal Business Office or, if None,
Residence:
The address of the principal business office of each of Mr.
Cooperman, Capital LP, Institutional LP, Investors LP, Overseas, the
Managed Accounts, and Advisors is 88 Pine Street, Wall Street Plaza -
31st Floor, New York, New York 10005.
Item 2(c) Citizenship:
Mr. Cooperman is a United States citizen;
Item 2(d) Title of Class of Securities:
Common Stock, $.001 par value (the "Shares")
Item 2(e) CUSIP Number: 92208M108
Item 3. If this statement is filed pursuant to
Sections 240.13d-1(b) or 240.13d-2(b)
or (c):
This Item 3 is not applicable.
Item 4. Ownership:
Mr. Cooperman ceased to be the beneficial owner of five
(5%) percent or more of the Shares on February 17, 1999, at which
time the Issuer was acquired and merged into Inacom Corp.
Item 5. Ownership of Five Percent or Less of a Class: [x]
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent
Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members
of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This item 9 is not applicable.
Item 10. Certification:
By signing below the undersigned certifies that, to the best
of his knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the Issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATED: March 4, 1999
LEON G. COOPERMAN, individually,
as Managing Member of Omega
Associates, L.L.C. on behalf of
Omega Capital Partners, L.P.,
Omega Institutional Partners, L.P., and
Omega Capital Investors, L.P., and
as President of Omega Advisors, Inc.
By /s/ ALAN M. STARK
Alan M. Stark
Attorney-in-Fact
Power of Attorney on file
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
