Exhibit 4.1



                                
                                
                                
                                
                                
                       VANSTAR CORPORATION
                                
                                
                                
                            Employee
                       Stock Purchase Plan
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                                                    December 1998
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Vanstar Corporation                  Employee Stock Purchase Plan


                  Employee Stock Purchase Plan
                  ----------------------------


1.  NATURE OF THE PLAN

The Vanstar Corporation Employee Stock Purchase Plan (the "Plan")
is intended to provide a method whereby employees of Vanstar
Corporation, a Delaware corporation (the "Company"), and its
subsidiaries will have an opportunity to acquire a proprietary
interest in the Company through the purchase of shares of the
Common Stock, $.001 par value, of the Company.  It is the
intention of the Company to have the Plan qualify as an "employee
stock purchase plan" under Section 423 of the Internal Revenue
Code of 1986, as amended (the "Code").  The provisions of the
Plan shall be construed so as to extend and limit participation
in a manner consistent with the requirements of that section of
the Code.  The Company is offering to sell shares of Common Stock
to eligible employees pursuant to the terms and conditions set
forth in this Plan.  The maximum number of shares of Common Stock
that may be issued under the Plan is 2,000,000, subject to
adjustments upon changes in the capitalization of the Company as
provided in Section 10(c).


2.  DEFINITIONS

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

"Committee" means the Committee appointed by the Board of
Directors to administer the Plan as contemplated by Section 9.

"Common Stock" means the Common Stock, $.001 par value, issued by
the Company.

"Employee" means any person who is customarily employed on a full-
time or part-time basis by the Company or any of its subsidiaries
and is regularly scheduled to work more than 20 hours per week
and five months or more in a calendar year.

"Option Period" means each semi-annual period, commencing on
March 1 and ending on August 31 and commencing on September 1 and
ending on February 28 (or, in the case of a leap year, February
29), provided, however, that the first Option Period under the
Plan (the "Initial Option Period") shall commence on the date of
the execution of the Underwriting Agreement among the Company and
the underwriters named therein with respect to the initial public
offering of the Common Stock (the "Underwriting Agreement") and
end on August 31, 1996.  Each Option Period includes only regular
pay days falling within it.

"Purchase Price" has the meaning set forth in Section 5 (b) .


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Vanstar Corporation                  Employee Stock Purchase Plan




3.  ELIGIBILITY AND PARTICIPATION

(a)  INITIAL ELIGIBILITY.  Each Employee shall be eligible to
     participate in the Plan on the first day of the first Option
     Period after the date of hire as an Employee with either the
     Company or any of its subsidiaries.

(b)  RESTRICTIONS ON PARTICIPATION.  Notwithstanding any
     provisions of the Plan to the contrary, no Employee shall be
     granted rights or options to purchase Common Stock under the
     Plan if, immediately after the grant, such Employee would
     own stock, and/or hold outstanding options or rights to
     purchase stock, possessing 5% or more of the total combined
     voting power or value of all classes of stock of the
     Company.  For purposes of this paragraph, the rules of
     Section 424(d) of the Code shall apply in determining stock
     ownership of any Employee.

(c)  COMMENCEMENT OF PARTICIPATION.  An eligible Employee may
     commence participation in the Plan by completing a payroll
     deduction authorization form provided by the Company and
     filing it with the Company's payroll administrator ten (10)
     working days before the start of an Option Period.  Payroll
     deductions for an Employee shall commence for the applicable
     Option Period when his or her authorization for a payroll
     deduction becomes effective and shall remain effective until
     all shares of Common Stock authorized for the Plan under
     Section 1 have been issued, unless sooner terminated by the
     Employee as provided in Section 6. Payroll deductions may
     not be increased or decreased during any Option Period,
     except to reflect changes in base pay during such Option
     Period.  Anything contained herein to the contrary
     notwithstanding, with respect to the Initial Option Period
     only, all eligible Employees shall be deemed to have elected
     to participate in the Plan as of the first day of such
     Option Period; provided, however, that in order to continue
     such participation for any other Option Period, each such
     Employee must complete and file a payroll deduction
     authorization form as required by this Section 3 (c).


4.  PAYMENT OF PURCHASE PRICE

(a)  PAYROLL DEDUCTIONS.  At the time an Employee files his or
     her payroll deduction authorization form, he or she shall
     elect to have deductions made from his or her pay on each
     payday during the time he or she participates in the Plan at
     a fixed dollar amount chosen by such Employee, except that
     such amount may not be less than 2% nor more than 10% of the
     amount of such Employee's regular pay.  An Employee may
     discontinue his or her participation in the Plan as provided
     in Section 6, but no other change can be made during an
     Option Period.

(b)  INITIAL OPTION PERIOD.  With respect to the Initial Option
     Period only, an Employee may pay for shares of Common Stock
     purchased pursuant to the Plan by check or payroll deduction
     or a combination thereof or such other method as shall be
     permitted by the Committee; provided, however, that the
     purchase price for such shares for such Initial Option
     Period shall not be less than 2% nor more than 10% of the
     amount of such Employee's regular pay during such Initial
     Option Period.


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Vanstar Corporation                  Employee Stock Purchase Plan
                                
                                

5.  GRANTING OF RIGHT TO PURCHASE

(a)  NUMBER OF SHARES.  On the first day of each Option Period,
     each Employee participating in the Plan shall be deemed to
     be granted options to purchase, and on the last day of each
     Option Period, each such Employee shall be deemed to have
     exercised such options to purchase, that number of shares of
     Common Stock equal to the quotient obtained by dividing (i)
     the aggregate dollar amount that he or she has elected to
     have withheld for the Option Period by (ii) the Purchase
     Price.  Anything contained herein to the contrary
     notwithstanding, but subject to the limitations set forth in
     Section 5(f) hereof, in the case of the Initial Option
     Period only, on the first day of such Initial Option Period,
     each eligible Employee shall be granted options to purchase
     that number of shares of Common Stock equal to the quotient
     obtained by dividing (A) 10% of such Employee's regular pay
     during such Initial Option Period by (B) the Purchase Price,
     and on the last day of such Initial Option Period, each such
     Employee shall be deemed to have exercised such options to
     purchase such number of such shares of Common Stock for
     which such Employee shall have paid the Purchase Price no
     later than the last day of such Initial Option Period.

(b)  PURCHASE PRICE.  The purchase price (the "Purchase Price")
     of Common Stock for an Employee for any Option Period shall
     be equal to eighty-five percent (85%) of the lower of  (x)
     the closing price of the Common Stock on the first day of
     such Option Period and (y) the closing price of the Common
     Stock on the last day of such Option Period (or, in each
     case, if such day shall not be a trading day, on the next
     preceding business day on which trading occurred on the New
     York Stock Exchange); provided, however, that in the case of
     the Initial Option Period only, the Purchase Price shall be
     equal to eighty-five percent (85%) of the lower of (A) the
     initial public offering price per share of the Common Stock
     and (B) the closing price of the Common Stock on the last
     day of such Initial Option Period (or if such day shall not
     be a trading day, on the next preceding business day on
     which trading occurred on the New York Stock Exchange).

(c)  PURCHASE OF SHARES.  Unless an Employee has given written
     notice to the Company under Section 6(a), amounts withheld
     for or otherwise paid by him or her shall be used on the
     last day of such Option Period to purchase the number of
     whole shares of Common Stock that his or her accumulated
     payroll deductions and other payments, if any, at that time
     will purchase at the Purchase Price and any excess amount at
     that time will be retained by the Company for him or her
     until the next purchase of shares under the Plan.

(d)  TRANSFERABILITY OF RIGHTS.  During an Employee's lifetime,
     rights held by the Employee to purchase Common Stock under
     the Plan shall be exercisable only by that Employee.

(e)  DELIVERY OF STOCK.  Following the end of each Option Period,
     the Company will deliver, or cause the Company's transfer
     agent to deliver, to each Employee certificates representing
     the Common Stock purchased by the Employee hereunder during
     such Option Period.

(f)  ANNUAL PURCHASE LIMIT.  No Employee shall be granted rights
     to purchase Common Stock under the Plan that permit his or
     her rights to purchase Common Stock under all plans of the
     Company intended to qualify under Section 423 of the Code to
     accrue at a rate which exceeds $25,000 in fair market value
     of Common Stock (determined at the time such right is
     granted) for each calendar year in which such right is
     outstanding.  Any amounts received


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Vanstar Corporation                  Employee Stock Purchase Plan


      from an Employee which cannot be used to purchase Common
     Stock as a result of this limitation will be returned as
     soon as practicable to the Employee without interest.

6.  WITHDRAWAL

(a)  IN GENERAL.  An Employee may revoke his or her payroll
     deduction election under the Plan for an Option Period by
     giving written notice to the Company (on any form prescribed
     by the Committee) at any time after the commencement of such
     Option Period.  Any of the Employee's payroll deductions
     credited to him or her (attributable to unused amounts from
     the prior Option Period related to fractional shares) will
     be paid to him or her without interest promptly after
     receipt of his or her notice of withdrawal, and no further
     payroll deductions will be made from his or her pay during
     such Option Period.  Anything contained herein to the
     contrary notwithstanding, an Employee may revoke his or her
     participation in the Plan for the Initial Option Period by
     giving written notice to the Company (on any form prescribed
     by the Committee) at any time after the commencement of such
     Option Period.

(b)  EFFECTIVE ON SUBSEQUENT PARTICIPATION.  An Employee's
     withdrawal under Section 6(a) will have no effect upon his
     or her eligibility to participate in the Plan for any
     succeeding Option Period or any similar plan which may
     hereafter be adopted by the Company; provided, however, that
     pursuant to Section 3(c), an Employee who withdraws from
     participation under Section 6(a) may not again participate
     in the Plan until the next succeeding Option Period.

(c)  TERMINATION OF EMPLOYMENT.  Upon termination of the
     Employee's employment with the Company and its subsidiaries,
     any outstanding rights of the Employee to purchase Common
     Stock during the Option Period in which his or her
     employment terminates shall be deemed to be terminated and
     any accumulated payroll deductions or other payments at such
     time will be returned to the Employee, without interest.


7.  INTEREST

No interest will be paid or allowed on any money withheld or
received by the Company under Section 4 of the Plan.


8.  STOCK

(a)  MAXIMUM SHARES.  If the total number of shares of Common
     Stock for which rights are exercised on the last day of any
     Option Period in accordance with Section 5(c) causes the
     aggregate number of shares of Common Stock issued under the
     Plan since its effective date (as set forth in Section
     10(d)) to exceed the maximum number of shares of Common
     Stock authorized under Section 1, the Committee shall make a
     pro rata allocation of the shares available for delivery and
     distribution in as uniform a manner as shall be practicable
     and as it shall determine to be equitable, and the balance
     of payroll deductions or other payments of each Employee
     under the Plan shall be returned to him or her without
     interest as promptly as possible.

(b)  PARTICIPANT'S INTEREST IN STOCK.  An Employee will have no
     interest in shares of Common Stock hereunder until such
     shares are purchased under Section 5(c).  Such shares shall
     not


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Vanstar Corporation                  Employee Stock Purchase Plan
                                
                                
     be transferable by the Employee until certificates are
     delivered to him or her pursuant to Section 5(e) .

(c)  REGISTRATION OF STOCK.  Stock to be delivered to an Employee
     under the Plan will be registered in the name of the
     Employee.

(d)  RESTRICTIONS ON PURCHASE.  The Committee may, in its
     discretion, require as a condition to the exercise of any
     rights to purchase hereunder, that the shares of Common
     Stock reserved for issuance under the Plan shall have been
     duly listed, upon official notice of issuance, in the New
     York Stock Exchange and in a Registration Statement under
     the Securities Act of 1933, as amended, which with respect
     to said shares shall be effective.


9.  ADMINISTRATION

(a)  APPOINTMENT OF COMMITTEE.  The Board of Directors shall
     appoint a committee (the "Committee") to administer the
     Plan, which shall consist of two or more members of the
     Board of Directors.  Members of the Committee shall serve at
     the pleasure of the Board of Directors and will be subject
     to removal by the Board of Directors at any time.  No member
     of the Committee shall be eligible to purchase Common Stock
     under the Plan.

(b)  AUTHORITY OF COMMITTEE.  Subject to the express provisions
     of the Plan, the Committee shall have the authority, in its
     discretion, to interpret and construe any and all provisions
     of the Plan, to adopt rules and regulations for
     administering the Plan, and to make all other determinations
     deemed necessary or advisable for administering the Plan.
     The Committee's determination on such matters shall be
     conclusive.

(c)  RULES GOVERNING THE ADMINISTRATION OF THE COMMITTEE.  The
     Committee may select one of its members as its Chairman and
     shall hold its meetings at such times and places as it shall
     deem advisable and may hold telephonic meetings.  A majority
     of its members shall constitute a quorum.  All
     determinations of the Committee shall be made by a majority
     of its members.  The Committee may correct any defect or
     omission or reconcile any inconsistency in the Plan, in the
     manner and to the extent it shall deem desirable.  Any
     decision or determination reduced to writing and signed by a
     majority of the members of the Committee shall be as fully
     effective as if it had been made by a majority vote at a
     meeting duly called and held.  The Committee may appoint a
     secretary and shall make such rules and regulations for the
     conduct of its business as it shall deem advisable.


10.  MISCELLANEOUS

(a)  TRANSFERABILITY.  Neither the payroll deductions or other
     payments of an Employee nor any rights with regard to the
     purchase of stock under the Plan may be assigned,
     transferred, pledged, or otherwise disposed of in any way by
     the Employee other than by will or the laws of descent and
     distribution.  Any such attempted assignment, transfer,
     pledge or other disposition shall be without effect.

(b)  USE OF FUNDS.  All amounts withheld or received by the
     Company under this Plan may be used by the Company for any
     corporate purpose and the Company shall not be obligated to
     segregate such amounts.

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Vanstar Corporation                  Employee Stock Purchase Plan
                                

(c)  ADJUSTMENT UPON CHANGES IN CAPITALIZATION.

(i)  If, while any rights to purchase shares are outstanding, the
     outstanding shares of Common stock of the Company have
     increased, decreased, changed into, or been exchanged for a
     different number or kind of shares or securities of the
     Company or of another entity through reorganization, merger,
     recapitalization, reclassification, stock split, reverse
     stock split or similar transaction, appropriate and
     proportionate adjustments may be made by the Committee in
     the number and/or kind of shares which are subject to
     purchase under outstanding rights and in the purchase price
     or prices applicable thereto.  In addition, in any such
     event, the number and/or kind of shares which may be offered
     hereunder shall also be proportionately adjusted.

(ii) Upon the dissolution or liquidation of the Company, or upon
     a reorganization, merger or consolidation of the Company
     with one or more corporations as a result of which the
     Company is not the surviving corporation, or upon a sale of
     substantially all of the property or stock of the Company to
     another corporation, no further shares will be available for
     purchase by Participants under the Plan, except that any
     payroll deductions or other payments collected in that
     Option Period will be immediately applied to purchase whole
     shares of Common Stock.  The Board of Directors shall take
     such steps in connection with such transactions as it shall
     deem necessary to assure that the provisions of this Section
     10(c)(ii) shall thereafter be applicable, as nearly as
     reasonably may be determined.

(d)  AMENDMENT AND TERMINATIONS.  The Board of Directors shall
     have complete power and authority to terminate or amend the
     Plan; provided, however, that the approval of the holders of
     a majority of the votes that may be cast by all of the
     holders of shares of Common Stock and preferred stock of the
     Company, if any, entitled to vote (voting as a single class)
     shall be obtained prior to any such amendment becoming
     effective if such approval is required by law or is
     necessary to comply with the regulations promulgated by the
     Securities and Exchange Commission under Section 16(b) of
     the Securities Exchange Act of 1934, as amended, or with the
     Code or the regulations promulgated by the Treasury
     Department thereunder.  No termination, modification or
     amendment of the Plan may, without the consent of an
     Employee then having an outstanding right under the Plan to
     purchase stock, adversely affect such right.

(e)  EFFECTIVE DATE.  The Plan shall become effective on the
     later to occur of (i) the date on which the Plan is approved
     by the stockholders of the Company entitled to vote thereon
     and (ii) the date on which the Underwriting Agreement is
     executed; provided, however, that the Plan will not be
     effective if the stockholder vote occurs more than 12 months
     before or after the Plan is adopted by the Board of
     Directors of the Company.  The Plan will terminate on the
     earlier of (A) the tenth anniversary of the effective date
     of the Plan and (B) the date on which all shares of Common
     Stock available for issuance under the Plan have been sold.

(f)  NO EMPLOYMENT RIGHTS.  The Plan does not, directly or
     indirectly, create in any Employee or class of Employees any
     right with respect to continuation of employment by the
     Company or any of its subsidiaries, and it shall not be
     deemed to interfere in any way with the right of the Company
     or of any of its subsidiaries to terminate, or otherwise
     modify, an Employee's employment at any time.

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Vanstar Corporation                  Employee Stock Purchase Plan
                                

(g)  EFFECT OF PLAN.  The provisions of the Plan shall, in
     accordance with its terms, be binding upon, and inure to the
     benefit of, all successors of each Employee participating in
     the Plan, including, without limitation, such Employee's
     estate and the executors, administrators or trustees
     thereof, heirs and legatees, and any receiver, trustee in
     bankruptcy or representative of creditors of such Employee.

(h)  GOVERNING LAW.  The laws of the state of Delaware will
     govern all matters relating to this Plan except to the
     extent superseded by the laws of the United States.













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