EXHIBIT 10.11


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

         RESOLVED,  that the Amended and Restated  Anicom,  Inc. 1995  Directors
Stock  Option  Plan (the  "Plan")  be and  hereby  is  amended,  subject  to and
effective upon  stockholders'  approval at the Annual Meeting of Stockholders on
May 19, 1999, as follows:

         Section 4.1 of the Plan is amended to read as follows:

                  "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 500,000
         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."

The first paragraph of Section 5.2 of the Plan is amended to read as follows:

                  "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
         10,000  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
         10,000  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 10,000 shares of Common Stock
         without further action by the Board or the Committee. In addition, each
         Director  shall  receive an Option to purchase  2,000  shares of Common
         Stock  without  further  action by the Board or the Committee as of the
         date of each  Board  Meeting  that such  Director  attends,  whether in
         person  or by  telephone;  provided  however,  that  if  such  Director
         attended any Board  Meeting  that was held on or after  January 1, 1999
         but prior to the Annual Meeting of  Stockholders on March 19, 1999 (the
         "1999 Annual Meeting"),  such Director shall be granted, on the date of
         the 1999 Annual  Meeting,  an Option to purchase 2,000 shares of Common
         Stock for each such prior attendance.  In addition, each Director shall
         receive an Option to  purchase  1,000  shares of Common  Stock  without
         further  action  by the Board or the  Committee  as of the date of each
         Committee Meeting that such Director  attends,  whether in person or by
         telephone;  provided  however,  that  if  such  Director  attended  any
         Committee  Meeting that was held on or after  January 1, 1999 but prior
         to the Annual  Meeting  of  Stockholders  on March 19,  1999 (the "1999
         Annual  Meeting"),  such Director shall be granted,  on the date of the
         1999 Annual Meeting, an option to purchase 1,000 shares of Common Stock
         for  each  such  prior  attendance.  Notwithstanding  anything  to  the
         contrary herein, the total number of shares for which Options have been
         granted to a Director under this Plan shall not exceed 75,000 shares."

Except as herein amended, the Plan shall remain in full force and effect.


                                ANICOM, INC.



                                By: /s/  SCOTT C. ANIXTER
                                ---------------------------------------------
                                         Scott C. Anixter
                                         Chairman and Chief Executive Officer