content: <PAGE>   1
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                           ------------------------------
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                           ------------------------------
  
                         DAISYTEK INTERNATIONAL CORPORATION
               (Exact name of registrant as specified in its charter)
  
                   DELAWARE                                75-2421746
         (State or other jurisdiction                   (I.R.S. Employer
       of incorporation or organization)               Identification No.)
  
  500 NORTH CENTRAL EXPRESSWAY, PLANO, TEXAS                75074
    (Address of principal executive offices)              (Zip Code)
  
  
         1.NON-EMPLOYEE DIRECTOR STOCK OPTION AND RETAINER PLAN OF DAISYTEK
                              INTERNATIONAL CORPORATION
           2. 1997 STOCK OPTION PLAN OF DAISYTEK INTERNATIONAL CORPORATION
                         3. WRITTEN STOCK OPTION AGREEMENTS
                              (Full title of the plans)
  
  
                                   MARK C. LAYTON
                         DAISYTEK INTERNATIONAL CORPORATION
                            500 NORTH CENTRAL EXPRESSWAY
                                 PLANO, TEXAS 75074
                       (Name and address of agent for service)
  
                                   (972) 881-4700
            (Telephone number, including area code of agent for service)
  
                                      copy to:
                               MORRIS BIENENFELD, ESQ.
                                   WOLFF & SAMSON
                                 5 BECKER FARM ROAD
                                 ROSELAND, NJ 07068
                                   (973) 533-6532
  
  
  <PAGE>   2
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  -----------------------------------------------------------------------------------------------------------------
                                                Proposed                   Proposed
  Title of                                      Maximum                    Maximum
  Securities          Amount                    Offering                   Aggregate                 Amount of
  to be               to be                     Price                      Offering                  Registration
  Registered          Registered (1)            Per Share (2)              Price (2)                 Fee
  -----------------------------------------------------------------------------------------------------------------
  
  <S>                 <C>                       <C>                     <C>                          <C>       
  Common Stock,       2,276,351 (3)             $23 1/4                 $52,922,531.25               $15,612.15
  par value $.01
  per share
  </TABLE>
  
  
  ----------
  
  (1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
           "Securities Act"), this Registration Statement also covers such
           additional shares as may hereafter be offered or issued to prevent
           dilution resulting from stock splits, stock dividends or similar
           transactions.
  
  (2)      The aggregate offering price and the registration fee have been
           computed pursuant to Rules 457(c) and 457(h)(1) under the Securities
           Act upon the basis of (i) an aggregate option exercise price of
           $4,609,863 in respect of 324,324 shares to be issued upon the exercise
           of outstanding options issued under the Plans (as hereinafter defined)
           and (ii) $24.75 per share, being the average of high and low prices of
           Common Stock reported on the Nasdaq National Market on May 15, 1998 in
           respect of the remaining 1,952,027 shares registered hereunder. In
           accordance with Rule 457(h)(3), no additional filing fee is payable in
           respect of the resale of the shares to be issued upon the exercise of
           options issued, and to be issued, under the Plans.
  
  (3)      Includes (i) 2,000,000 shares to be issued pursuant to the 1997 Stock
           Option Plan of Daisytek International Corporation (the "1997 Plan"),
           (ii) 94,525 shares to be issued pursuant to the Non-Employee Director
           Stock Option and Retainer Plan of Daisytek International Corporation
           (the "Director Plan") and (iii) 181,826 shares to be issued pursuant to
           written Stock Option Agreements between the Registrant and certain
           employees and directors (the "Individual Plans", and together with the
           1997 Plan and the Director Plan, the "Plans").
  
  
  
                                         2
  <PAGE>   3
  
                                       PART II
  
                               INFORMATION REQUIRED IN
                             THE REGISTRATION STATEMENT
  
  ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE
  
                    The following documents filed with the Securities and Exchange
  Commission (the "Commission") are incorporated herein by reference:
  
                    1. The Company's prospectus dated March 26, 1998 as filed with
  the Commission (File No. 333-46927) pursuant to Rule 424(b) under the Securities
  Act.
  
                    2. The Company's Annual Report on Form 10-K for the fiscal
  year ended March 31, 1997.
  
                    3. The Company's Quarterly Reports on Form 10-Q for the fiscal
  quarters ended June 30, 1997, September 30, 1997 and December 31, 1997.
  
                    4. The Company's Current Reports on Form 8-K dated April 29,
  1997, May 13, 1997, July 23, 1997, November 5, 1997, January 28, 1998, February
  9, 1998, March 26, 1998 and May 5, 1998.
  
                    5. The description of the Company's common stock, par value
  $.01 per share, contained in the Company's Prospectus dated January 26, 1995 as
  filed with the Commission (File No. 33-86926) on January 31, 1995 pursuant to
  Rule 424(b) under the Securities Act.
  
                    All documents filed by the Company after the date hereof
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
  of 1934, as amended (the "Exchange Act"), prior to the filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  incorporated by reference herein and to be a part hereof from the date of filing
  of such documents.
  
  ITEM 4.           DESCRIPTION OF SECURITIES.
  
                    Not applicable
  
  ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
                    Not applicable
  
  
  
                                         3
  <PAGE>   4
  
  ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
                    The Company is organized under the laws of the State of
  Delaware. The Delaware General Corporation Law, as amended (the "Act"), provides
  that a Delaware corporation has the power generally to indemnify its directors,
  officers, employees and other agents (each, a "Corporate Agent") against
  expenses and liabilities (including amounts paid in settlement) in connection
  with any proceeding involving such person by reason of his being a Corporate
  Agent, other than a proceeding by or in the right of the corporation, if such
  person acted in good faith and in a manner he reasonably believed to be in or
  not opposed to the best interests of the corporation and, with respect to any
  criminal proceeding, such person had no reasonable cause to believe his conduct
  was unlawful. In the case of an action brought by or in the right of the
  corporation, indemnification of a Corporate Agent against expenses is permitted
  if such person acted in good faith and in a manner he reasonably believed to be
  in or not opposed to the best interests of the corporation, however, no
  indemnification is permitted in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable to the corporation,
  unless and only to the extent that the Court of Chancery or the court in which
  such proceeding was brought shall determine upon application that despite the
  adjudication of liability, but in view of all the circumstances of the case,
  such person is fairly and reasonably entitled to such indemnification. To the
  extent that a Corporate Agent has been successful on the merits of such
  proceeding, whether or not by or in the right of the corporation, or in the
  defense of any claim, issue or matter therein, the corporation is required to
  indemnify the Corporate Agent for expenses in connection therewith. Expenses
  incurred by a Corporate Agent in connection with a proceeding may, under certain
  circumstances, be paid by the corporation in advance of the final disposition of
  the proceeding as authorized by the board of directors. The power to indemnify
  and advance expenses under the Act does not exclude other rights to which a
  Corporate Agent may be entitled to under the certificate of incorporation,
  bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
  
                    Under the Act, a Delaware corporation has the power to
  purchase and maintain insurance on behalf of any Corporate Agent against any
  liabilities asserted against and incurred by him in such capacity, whether or
  not the corporation has the power to indemnify him against such liabilities
  under the Act.
  
                    As permitted by the Act, the Company's Certificate of
  Incorporation contains provisions which limit the personal liability of
  directors for monetary damages for breach of fiduciary duties as directors
  except to the extent such limitation of liability is prohibited by the Act. In
  accordance with the Act, 
  
  
  
                                         4
  <PAGE>   5
  
  these provisions do not limit the liability of any director for any breach of
  the director's duty of loyalty to the Company or its stockholders; for acts or
  omissions not in good faith or which involve intentional misconduct or a knowing
  violation of law, for certain unlawful payments of dividends or stock
  repurchases under Section 174 of the Act; or for any transaction from which the
  director derives an improper personal benefit. These provisions do not limit the
  rights of the Company or any stockholder to seek an injunction or any other
  non-monetary relief in the event of a breach of a director's fiduciary duty. In
  addition, these provisions apply only to claims against a director arising out
  of his role as a director and do not relieve a director from liability for
  violations of statutory law, such as certain liabilities imposed on a director
  under the federal securities laws.
  
                    In addition, the Company's Certificate of Incorporation and
  By-laws provide for the indemnification of Corporate Agents for certain
  expenses, judgments, fines and payments incurred by them in connection with the
  defense or settlement of claims asserted against them in their capacities as
  Corporate Agents to the fullest extent authorized by the Act. The Company seeks
  to limit its exposure to liability for indemnification of directors and officers
  by purchasing directors and officers liability insurance coverage.
  
                    Reference is made to Sections 102(b)(7) and 145 of the Act in
  connection with the above summary of indemnification, insurance and limitation
  of liability.
  
                    The purpose of these provisions is to assist the Company in
  retaining qualified individuals to serve as officers, directors or other
  Corporate Agents of the Company by limiting their exposure to personal liability
  for serving as such.
  
  ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.
  
                    Not applicable.
  
  ITEM 8.           EXHIBITS.
  
                    The following are filed as exhibits to this registration
  statement.
  
  <TABLE>
  <CAPTION>
  Exhibit           Description
  -------           -----------
  
  <S>              <C>
  5                 Opinion of Wolff & Samson, Counsel to the Company
  
  23.1              Consent of Arthur Andersen LLP
  
  23.2              Consent of Wolff & Samson (included in Exhibit No. 5)
  
  24                Power of Attorney (included on the signature page)
  </TABLE>
  
  
  
                                         5
  
  <PAGE>   6
  
  ITEM 9.           UNDERTAKINGS.
  
       A.           The undersigned registrant hereby undertakes:
  
                    1. To file, during any period in which offers or sales are
  being made, a post-effective amendment to this registration statement to include
  any material information with respect to the plan of distribution not previously
  disclosed in the registration statement or any material change to such
  information in the registration statement.
  
                    2. That, for the purpose of determining any liability under
  the Securities Act, each such post-effective amendment shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed the initial bona fide
  offering thereof.
  
                    3. To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
       B.           The undersigned registrant hereby undertakes that, for 
  purposes of determining any liability under the Securities Act, each filing of
  the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of any employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in this registration statement relating to the
  securities offered therein, and the offering of such securities at the time
  shall be deemed to be the initial bona fide offering thereof.
  
       C.           Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
  
  
                                         6
  <PAGE>   7
  
                                     SIGNATURES
  
  THE REGISTRANT
  
                    Pursuant to the requirements of the Securities Act, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Plano, State of Texas on May 20, 1998.
  
                                         DAISYTEK INTERNATIONAL CORPORATION
  
  
  
                                 By:     /s/ Thomas J. Madden
                                         ----------------------------------------
                                         Thomas J. Madden, Vice President-
                                         Finance
  
                    Each person whose signature to this Registration Statement
  appears below hereby appoints Thomas J. Madden and Harvey Achatz, or either of
  them, as his attorney-in-fact to sign on his behalf individually and in the
  capacity stated below and to file all amendments and post-effective amendments
  to this Registration Statement, and any and all instruments or documents filed
  as a part of or in connection with this Registration Statement or the amendments
  thereto, and the attorney-in-fact, or either of them, may make such changes and
  additions to this Registration Statement as the attorney-in-fact, or either of
  them, may deem necessary or appropriate.
  
                    Pursuant to the requirements of the Securities Act of 1933,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  Signature                           Title
  ---------                           -----
  
  <S>                                 <C>                      <C> 
  /s/ David A. Heap                   Chairman of the           May 20, 1998
  --------------------------          Board
  David A. Heap                       
  
  
  /s/ Mark C. Layton                  President, Chief          May 20, 1998
  --------------------------          Executive Officer,
  Mark C. Layton                      Chief Operating
                                      Officer and
                                      Director (Principal
                                      Executive Officer)
  </TABLE>
  
  
  
  
                                         7
  
  <PAGE>   8
  
  <TABLE>
  <S>                                 <C>                      <C> 
  /s/ Thomas J. Madden                Vice President -          May 20, 1998
  --------------------------          Finance, Chief
  Thomas J. Madden                    Financial Officer
                                      (Principal
                                      Financial Officer
                                      and Principal
                                      Accounting Officer)
  
  
  /s/ Chris Yates                     Senior Vice               May 20, 1998
  --------------------------          President-Business
  Chris Yates                         Development and
                                      Director
  
  
  /s/ James R. Powell                 Senior Vice               May 20, 1998
  --------------------------          President-Sales
  James R. Powell                     and Marketing
                                      and Director
  
  
  /s/ Timothy M. Murray               Director                  May 20, 1998
  --------------------------
  Timothy M. Murray
  
  
  /s/ Edgar D. Jannotta, Jr.          Director                  May 20, 1998
  --------------------------
  Edgar D. Jannotta, Jr.
  
  
  /s/ Peter P.J. Vikanis              Director                  May 20, 1998
  --------------------------
  Peter P.J. Vikanis
  </TABLE>
  
  
  
                                         8
  <PAGE>   9
  
                                    EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  Exhibit
  Page                     Description
  -------                  -----------
  
  <S>              <C>
  5                 Opinion of Wolff & Samson, Counsel to the Company
  
  23.1              Consent of Arthur Andersen LLP
  
  23.2              Consent of Wolff & Samson (included in Exhibit No. 5)
  
  24                Power of Attorney (included on the signature page)
  </TABLE>
  
  
  
  
                                      9
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text: 1
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                           ------------------------------
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                           ------------------------------
  
                         DAISYTEK INTERNATIONAL CORPORATION
               (Exact name of registrant as specified in its charter)
  
                   DELAWARE                                75-2421746
         (State or other jurisdiction                   (I.R.S. Employer
       of incorporation or organization)               Identification No.)
  
  500 NORTH CENTRAL EXPRESSWAY, PLANO, TEXAS                75074
    (Address of principal executive offices)              (Zip Code)
  
         1.NON-EMPLOYEE DIRECTOR STOCK OPTION AND RETAINER PLAN OF DAISYTEK
                              INTERNATIONAL CORPORATION
           2. 1997 STOCK OPTION PLAN OF DAISYTEK INTERNATIONAL CORPORATION
                         3. WRITTEN STOCK OPTION AGREEMENTS
                              (Full title of the plans)
  
                                   MARK C. LAYTON
                         DAISYTEK INTERNATIONAL CORPORATION
                            500 NORTH CENTRAL EXPRESSWAY
                                 PLANO, TEXAS 75074
                       (Name and address of agent for service)
  
                                   (972) 881-4700
            (Telephone number, including area code of agent for service)
  
                                      copy to:
                               MORRIS BIENENFELD, ESQ.
                                   WOLFF & SAMSON
                                 5 BECKER FARM ROAD
                                 ROSELAND, NJ 07068
                                   (973) 533-6532
  2
  
                           CALCULATION OF REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------------------
                                                Proposed                   Proposed
  Title of                                      Maximum                    Maximum
  Securities          Amount                    Offering                   Aggregate                 Amount of
  to be               to be                     Price                      Offering                  Registration
  Registered          Registered (1)            Per Share (2)              Price (2)                 Fee
  -----------------------------------------------------------------------------------------------------------------
  Common Stock,       2,276,351 (3)             $23 1/4                 $52,922,531.25               $15,612.15
  par value $.01
  per share
  ----------
  
  (1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
           "Securities Act"), this Registration Statement also covers such
           additional shares as may hereafter be offered or issued to prevent
           dilution resulting from stock splits, stock dividends or similar
           transactions.
  
  (2)      The aggregate offering price and the registration fee have been
           computed pursuant to Rules 457(c) and 457(h)(1) under the Securities
           Act upon the basis of (i) an aggregate option exercise price of
           $4,609,863 in respect of 324,324 shares to be issued upon the exercise
           of outstanding options issued under the Plans (as hereinafter defined)
           and (ii) $24.75 per share, being the average of high and low prices of
           Common Stock reported on the Nasdaq National Market on May 15, 1998 in
           respect of the remaining 1,952,027 shares registered hereunder. In
           accordance with Rule 457(h)(3), no additional filing fee is payable in
           respect of the resale of the shares to be issued upon the exercise of
           options issued, and to be issued, under the Plans.
  
  (3)      Includes (i) 2,000,000 shares to be issued pursuant to the 1997 Stock
           Option Plan of Daisytek International Corporation (the "1997 Plan"),
           (ii) 94,525 shares to be issued pursuant to the Non-Employee Director
           Stock Option and Retainer Plan of Daisytek International Corporation
           (the "Director Plan") and (iii) 181,826 shares to be issued pursuant to
           written Stock Option Agreements between the Registrant and certain
           employees and directors (the "Individual Plans", and together with the
           1997 Plan and the Director Plan, the "Plans").
  
                                         2
  3
  
                                       PART II
  
                               INFORMATION REQUIRED IN
                             THE REGISTRATION STATEMENT
  
  ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE
  
                    The following documents filed with the Securities and Exchange
  Commission (the "Commission") are incorporated herein by reference:
  
                    1. The Company's prospectus dated March 26, 1998 as filed with
  the Commission (File No. 333-46927) pursuant to Rule 424(b) under the Securities
  Act.
  
                    2. The Company's Annual Report on Form 10-K for the fiscal
  year ended March 31, 1997.
  
                    3. The Company's Quarterly Reports on Form 10-Q for the fiscal
  quarters ended June 30, 1997, September 30, 1997 and December 31, 1997.
  
                    4. The Company's Current Reports on Form 8-K dated April 29,
  1997, May 13, 1997, July 23, 1997, November 5, 1997, January 28, 1998, February
  9, 1998, March 26, 1998 and May 5, 1998.
  
                    5. The description of the Company's common stock, par value
  $.01 per share, contained in the Company's Prospectus dated January 26, 1995 as
  filed with the Commission (File No. 33-86926) on January 31, 1995 pursuant to
  Rule 424(b) under the Securities Act.
  
                    All documents filed by the Company after the date hereof
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
  of 1934, as amended (the "Exchange Act"), prior to the filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  incorporated by reference herein and to be a part hereof from the date of filing
  of such documents.
  
  ITEM 4.           DESCRIPTION OF SECURITIES.
  
                    Not applicable
  
  ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
                    Not applicable
  
                                         3
  4
  
  ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
                    The Company is organized under the laws of the State of
  Delaware. The Delaware General Corporation Law, as amended (the "Act"), provides
  that a Delaware corporation has the power generally to indemnify its directors,
  officers, employees and other agents (each, a "Corporate Agent") against
  expenses and liabilities (including amounts paid in settlement) in connection
  with any proceeding involving such person by reason of his being a Corporate
  Agent, other than a proceeding by or in the right of the corporation, if such
  person acted in good faith and in a manner he reasonably believed to be in or
  not opposed to the best interests of the corporation and, with respect to any
  criminal proceeding, such person had no reasonable cause to believe his conduct
  was unlawful. In the case of an action brought by or in the right of the
  corporation, indemnification of a Corporate Agent against expenses is permitted
  if such person acted in good faith and in a manner he reasonably believed to be
  in or not opposed to the best interests of the corporation, however, no
  indemnification is permitted in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable to the corporation,
  unless and only to the extent that the Court of Chancery or the court in which
  such proceeding was brought shall determine upon application that despite the
  adjudication of liability, but in view of all the circumstances of the case,
  such person is fairly and reasonably entitled to such indemnification. To the
  extent that a Corporate Agent has been successful on the merits of such
  proceeding, whether or not by or in the right of the corporation, or in the
  defense of any claim, issue or matter therein, the corporation is required to
  indemnify the Corporate Agent for expenses in connection therewith. Expenses
  incurred by a Corporate Agent in connection with a proceeding may, under certain
  circumstances, be paid by the corporation in advance of the final disposition of
  the proceeding as authorized by the board of directors. The power to indemnify
  and advance expenses under the Act does not exclude other rights to which a
  Corporate Agent may be entitled to under the certificate of incorporation,
  bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
  
                    Under the Act, a Delaware corporation has the power to
  purchase and maintain insurance on behalf of any Corporate Agent against any
  liabilities asserted against and incurred by him in such capacity, whether or
  not the corporation has the power to indemnify him against such liabilities
  under the Act.
  
                    As permitted by the Act, the Company's Certificate of
  Incorporation contains provisions which limit the personal liability of
  directors for monetary damages for breach of fiduciary duties as directors
  except to the extent such limitation of liability is prohibited by the Act. In
  accordance with the Act, 
  
                                         4
  5
  
  these provisions do not limit the liability of any director for any breach of
  the director's duty of loyalty to the Company or its stockholders; for acts or
  omissions not in good faith or which involve intentional misconduct or a knowing
  violation of law, for certain unlawful payments of dividends or stock
  repurchases under Section 174 of the Act; or for any transaction from which the
  director derives an improper personal benefit. These provisions do not limit the
  rights of the Company or any stockholder to seek an injunction or any other
  non-monetary relief in the event of a breach of a director's fiduciary duty. In
  addition, these provisions apply only to claims against a director arising out
  of his role as a director and do not relieve a director from liability for
  violations of statutory law, such as certain liabilities imposed on a director
  under the federal securities laws.
  
                    In addition, the Company's Certificate of Incorporation and
  By-laws provide for the indemnification of Corporate Agents for certain
  expenses, judgments, fines and payments incurred by them in connection with the
  defense or settlement of claims asserted against them in their capacities as
  Corporate Agents to the fullest extent authorized by the Act. The Company seeks
  to limit its exposure to liability for indemnification of directors and officers
  by purchasing directors and officers liability insurance coverage.
  
                    Reference is made to Sections 102(b)(7) and 145 of the Act in
  connection with the above summary of indemnification, insurance and limitation
  of liability.
  
                    The purpose of these provisions is to assist the Company in
  retaining qualified individuals to serve as officers, directors or other
  Corporate Agents of the Company by limiting their exposure to personal liability
  for serving as such.
  
  ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.
  
                    Not applicable.
  
  ITEM 8.           EXHIBITS.
  
                    The following are filed as exhibits to this registration
  statement.
  Exhibit           Description
  -------           -----------
  5                 Opinion of Wolff & Samson, Counsel to the Company
  
  23.1              Consent of Arthur Andersen LLP
  
  23.2              Consent of Wolff & Samson (included in Exhibit No. 5)
  
  24                Power of Attorney (included on the signature page)
  5
  6
  
  ITEM 9.           UNDERTAKINGS.
  
       A.           The undersigned registrant hereby undertakes:
  
                    1. To file, during any period in which offers or sales are
  being made, a post-effective amendment to this registration statement to include
  any material information with respect to the plan of distribution not previously
  disclosed in the registration statement or any material change to such
  information in the registration statement.
  
                    2. That, for the purpose of determining any liability under
  the Securities Act, each such post-effective amendment shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed the initial bona fide
  offering thereof.
  
                    3. To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
       B.           The undersigned registrant hereby undertakes that, for 
  purposes of determining any liability under the Securities Act, each filing of
  the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of any employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in this registration statement relating to the
  securities offered therein, and the offering of such securities at the time
  shall be deemed to be the initial bona fide offering thereof.
  
       C.           Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the registrant pursuant to the foregoing provisions, or otherwise, the
  registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
                                         6
  7
  
                                     SIGNATURES
  
  THE REGISTRANT
  
                    Pursuant to the requirements of the Securities Act, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Plano, State of Texas on May 20, 1998.
  
                                         DAISYTEK INTERNATIONAL CORPORATION
  
                                 By:     /s/ Thomas J. Madden
                                         ----------------------------------------
                                         Thomas J. Madden, Vice President-
                                         Finance
  
                    Each person whose signature to this Registration Statement
  appears below hereby appoints Thomas J. Madden and Harvey Achatz, or either of
  them, as his attorney-in-fact to sign on his behalf individually and in the
  capacity stated below and to file all amendments and post-effective amendments
  to this Registration Statement, and any and all instruments or documents filed
  as a part of or in connection with this Registration Statement or the amendments
  thereto, and the attorney-in-fact, or either of them, may make such changes and
  additions to this Registration Statement as the attorney-in-fact, or either of
  them, may deem necessary or appropriate.
  
                    Pursuant to the requirements of the Securities Act of 1933,
  this Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature                           Title
  ---------                           -----
  /s/ David A. Heap                   Chairman of the           May 20, 1998
  --------------------------          Board
  David A. Heap                       
  
  /s/ Mark C. Layton                  President, Chief          May 20, 1998
  --------------------------          Executive Officer,
  Mark C. Layton                      Chief Operating
                                      Officer and
                                      Director (Principal
                                      Executive Officer)
  7
  8
  /s/ Thomas J. Madden                Vice President -          May 20, 1998
  --------------------------          Finance, Chief
  Thomas J. Madden                    Financial Officer
                                      (Principal
                                      Financial Officer
                                      and Principal
                                      Accounting Officer)
  
  /s/ Chris Yates                     Senior Vice               May 20, 1998
  --------------------------          President-Business
  Chris Yates                         Development and
                                      Director
  
  /s/ James R. Powell                 Senior Vice               May 20, 1998
  --------------------------          President-Sales
  James R. Powell                     and Marketing
                                      and Director
  
  /s/ Timothy M. Murray               Director                  May 20, 1998
  --------------------------
  Timothy M. Murray
  
  /s/ Edgar D. Jannotta, Jr.          Director                  May 20, 1998
  --------------------------
  Edgar D. Jannotta, Jr.
  
  /s/ Peter P.J. Vikanis              Director                  May 20, 1998
  --------------------------
  Peter P.J. Vikanis
  8
  9
  
                                    EXHIBIT INDEX
  Exhibit
  Page                     Description
  -------                  -----------
  5                 Opinion of Wolff & Samson, Counsel to the Company
  
  23.1              Consent of Arthur Andersen LLP
  
  23.2              Consent of Wolff & Samson (included in Exhibit No. 5)
  
  24                Power of Attorney (included on the signature page)
  9