content: <PAGE>   1
     As filed with the Securities and Exchange Commission on September 28, 2000
                                                                   FILE NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                                --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
  
                                        UNDER
  
                             THE SECURITIES ACT OF 1933
  
                                --------------------
  
                                XPEDIOR INCORPORATED
  
               (Exact name of registrant as specified in its charter)
  
          DELAWARE                                            76-0556713
      (State or other jurisdiction                        (I.R.S. Employer
    of incorporation or organization)                   Identification Number)
  
                           ONE NORTH FRANKLIN, SUITE 1500
                               CHICAGO, ILLINOIS 60606
  
            (Address of principal executive offices, including zip code)
  
                  XPEDIOR INCORPORATED EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
                             ---------------------------
  
                                  CAESAR J. BELBEL
                SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
  
                                XPEDIOR INCORPORATED
                            35 CORPORATE DRIVE, 4TH FLOOR
                           BURLINGTON, MASSACHUSETTS 01803
                                   (781) 685-4642
                (Name and address, including zip code, and telephone
                 number, including area code, of agent for service)
  
  
                                --------------------
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  
  ==================================================================================================
  Title Of Securities       Amount         Proposed Maximum       Proposed Maximum       Amount Of
         To Be              To Be         Offering Price Per     Aggregate Offering     Registration
      Registered          Registered           Share(1)                Price                Fee
  --------------------------------------------------------------------------------------------------
  <S>                  <C>                     <C>                   <C>                  <C>
  Common Stock, Par    2,000,000 shares        $4.15625              $8,312,500           $2,195
  Value $0.01
  ==================================================================================================
  </TABLE>
  
  (1)  Estimated in accordance with Rule 457(h) under the Securities Act of 1933
       solely for the purpose of calculating the registration fee on the basis of
       the average of the high and low prices of Xpedior Incorporated common
       stock, par value $0.01 per share, as reported on the Nasdaq National Market
       on September 22, 2000.
  
  ================================================================================
  
  <PAGE>   2
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Note: The document(s) containing the information required by Item 1 of this Form
  S-8 and the statement of availability of information of Xpedior Incorporated
  (the "Registrant") and other information required by Item 2 of this Form will be
  sent or given to employees as specified by Rule 428 under the Securities Act of
  1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
  requirements of Part I of Form S-8, such documents are not being filed with the
  Securities and Exchange Commission (the "Commission") either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424. The Registrant shall maintain a file of such documents in accordance
  with the provisions of Rule 428. Upon request, the Registrant shall furnish to
  the Commission or its staff a copy or copies of any or all of the documents
  included in such file.
  
  
                                         -2-
  
  <PAGE>   3
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents previously filed with the Securities and Exchange
  Commission (the "SEC") are incorporated by reference herein and shall be deemed
  a part hereof:
  
       (a)  Our Annual Report on Form 10-K for the fiscal year ended December 31,
            1999 filed with the SEC on March 30, 2000.
  
       (b)  Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
            2000 and June 30, 2000 filed with the SEC on May 15, 2000 and August
            14, 2000, respectively.
  
       (c)  Our Current Report on Form 8-K filed with the SEC on June 28, 2000.
  
       (d)  The description of our common stock contained in our Registration
            Statement on Form 8-A filed on December 14, 1999, including any
            amendment or report filed for the purpose of updating such
            description.
  
       All other reports and other documents we filed pursuant to Section 13(a),
  13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
  Statement and prior to the termination of this offering shall be incorporated by
  reference into this Registration Statement and shall be deemed to be a part of
  this Registration Statement from the date of filing of such reports and
  documents. Any statement contained herein or in a document incorporated by
  reference shall be deemed to be modified or superseded for purposes of this
  Registration Statement to the extent that a statement contained in this
  Registration Statement or in any other subsequently filed document which also is
  or is deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  Item 4. DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
  Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Our Certificate of Incorporation, as amended, a copy of which is filed as
  Exhibit 3.1 to our registration statement on Form S-1 (No. 333-89239), provides
  that none of our directors shall be personally liable to us or our stockholders
  for monetary damages for any breach of fiduciary duty by such a director as a
  director, except for liability to the extent provided by applicable law (1) for
  any breach of the director's duty of loyalty to us or our stockholders, (2) for
  acts or omissions not in good faith or which involve intentional misconduct or a
  knowing violation of law, (3) for unlawful payments of dividends or unlawful
  stock repurchases or redemptions as provided under Section 174 of the Delaware
  General Corporation Law ("DGCL") or (4) for any transaction from which the
  director derived an improper personal benefit.
  
       Section 145 of the DGCL authorizes a corporation to indemnify any person
  who was or is a party or is threatened to be made a party to any threatened,
  pending or completed action, suit or proceeding, whether
  
  
                                         -3-
  
  <PAGE>   4
  
  civil, criminal, administrative or investigative (other than an action by or in
  the right of the corporation), by reason of the fact that the person is or was
  an officer or director of such corporation, or is or was serving at the request
  of that corporation as a director, officer, employee or agent of another
  corporation, partnership, joint venture, trust or other enterprise, against
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement actually and reasonably incurred by such person in connection with
  such action, suit or proceeding, if he 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 action or proceeding, had no
  reasonable cause to believe his conduct was unlawful. A Delaware corporation may
  indemnify past or present officers and directors of that corporation or of
  another corporation or other enterprise at the former corporation's request, in
  an action by or in the right of the corporation to procure a judgment in its
  favor under the same conditions, except that no indemnification is permitted
  without judicial approval if that person is adjudged to be liable to the
  corporation. Where an officer or director is successful on the merits or
  otherwise in defense of any action referred to above, or in defense of any
  claim, issue or matter therein, the corporation must indemnify him against the
  expenses (including attorneys' fees) which he actually and reasonably incurred
  in connection therewith. Section 145 further provides that any indemnification
  shall be made by the corporation only as authorized in each specific case upon a
  determination by (i) the stockholders, (ii) the Board of Directors by a majority
  vote of a quorum consisting of directors who were not parties to such action,
  suit or proceeding or (iii) independent counsel if a quorum of disinterested
  directors so directs. Section 145 provides that indemnification pursuant to its
  provision is not exclusive of other rights of indemnification to which a person
  may be entitled under any bylaw, agreement, vote of stockholders or
  disinterested directors or otherwise.
  
       Section 145 of the DGCL also empowers us to purchase and maintain insurance
  on behalf of any person who is or was an officer or director of us against
  liability asserted against or incurred by him in any such capacity, whether or
  not we would have the power to indemnify such officer or director against such
  liability under the provisions of Section 145.
  
       In addition, we have entered into indemnification agreements with our
  directors and officers containing provisions which are in some respects broader
  than the specific indemnification provisions contained in the DGCL. The
  indemnification agreements may require us, among other things, to indemnify our
  directors against liabilities that may arise by reason of their status or
  service as directors, other than liabilities arising from willful misconduct of
  culpable nature, to advance their expenses incurred as a result of any
  proceeding against them as to which they could be indemnified, and to obtain
  directors' insurance if available on reasonable terms.
  
  Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  Item 8. EXHIBITS.
  
       The following exhibits are filed as part of the Registration Statement:
  
  EXHIBIT
  
  4.1  Specimen Common Stock certificate (incorporated by reference to Exhibit 4.1
       to our Registration Statement on Form S-1 (No. 333-89239).
  
  4.2  Xpedior Incorporated Employee Stock Purchase Plan.
  
  5.1  Opinion of Caesar J. Belbel, General Counsel to Xpedior Incorporated.
  
  
                                         -4-
  <PAGE>   5
  
  23.1 Consent of Ernst & Young LLP.
  
  23.2 Consent of Caesar J. Belbel, General Counsel to Xpedior Incorporated
       (contained in the opinion filed as Exhibit 5.1 to this Registration
       Statement).
  
  24.1 Powers of Attorney (included on the signature page to this Registration
       Statement under the caption "Power of Attorney").
  
  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:
  
            (i) To include any prospectus required by Section 10(a)(3) of the
       Securities Act of 1933;
  
            (ii) To reflect in the prospectus any facts or events arising after
       the effective date of the Registration Statement (or the most recent
       post-effective amendment thereof) which, individually or in the aggregate,
       represent a fundamental change in the information set forth in the
       Registration Statement. Notwithstanding the foregoing, any increase or
       decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated maximum offering range
       may be reflected in the form of prospectus filed with the Commission
       pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
       price represent no more than 20% change in the maximum aggregate offering
       price set forth in the "Calculation of Registration Fee" table in the
       effective Registration Statement; and
  
            (iii) 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;
  
       PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
       do not apply if the information required to be included in a post-effective
       amendment by those paragraphs is contained in periodic reports filed with
       or furnished to the Commission by the Registrant pursuant to Section 13 or
       Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
       by reference in the Registration Statement.
  
            (2) That, for the purpose of determining any liability under the
       Securities Act of 1933, 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
       to be 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 of 1933, each filing of the
  Registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  Registration Statement shall be deemed to be a new Registration Statement
  
  
                                         -5-
  
  <PAGE>   6
  
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       (c) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 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 Securities and Exchange
  Commission such indemnification is against public policy as expressed in the 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
  
       Pursuant to the requirements of the Securities Act of 1933, 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 Chicago, State of Illinois, on the 28th day of
  September, 2000.
  
                                        XPEDIOR INCORPORATED
  
  
                                        By: /s/ David N. Campbell
                                            --------------------------------------
                                            David N. Campbell
                                            Chief Executive Officer and
                                            Chairman of the Board
  
  
  
                                  POWER OF ATTORNEY
  
       Pursuant to the requirement of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated. Each person whose signature appears below
  hereby authorizes and constitutes David N. Campbell, J. Brian Farrar and Caesar
  J. Belbel, and each of them singly, his true and lawful attorneys with full
  power to them, and each of them singly, to sign for him and in his name in the
  capacities indicated below any and all amendments (including post-effective
  amendments) to this registration statement and to file the same, with exhibits
  thereto, and other documents in connection therewith, and he hereby ratifies and
  confirms his signature as it may be signed by said attorneys, or any of them, to
  any and all such amendments.
  
  SIGNATURE                   CAPACITY IN WHICH SIGNED                DATE
  ---------                   ------------------------                ----
  
  /s/ David N. Campbell     Chief Executive Officer and         September 28, 2000
  -----------------------   Chairman of the Board (Principal
  David N. Campbell         Executive Officer)
  
  
  /s/ J. Brian Farrar       President, Chief Operating          September 28, 2000
  -----------------------   Officer and Director
  J. Brian Farrar
  
  
  
  /s/ Thomas E. Werner      Senior Vice President and Chief     September 28, 2000
  -----------------------   Financial Officer (Principal
  Thomas E. Werner          Financial and Accounting Officer)
  
  
  
  /s/ James W. Crownover    Vice Chairman of the Board          September 28, 2000
  -----------------------
  James W. Crownover
  
  
  
  /s/ William L. Schrader   Director                            September 28, 2000
  -----------------------
  William L. Schrader
  
  
                                         -7-
  
  
  <PAGE>   8
  
  
  /s/ Harold S. Wills      Director                             September 28, 2000
  ----------------------
  Harold S. Wills
  
  
  
  /s/ Marc J. Shapiro      Director                             September 28, 2000
  ----------------------
  Marc J. Shapiro
  
  
  
  /s/ John M. Whiteside    Director                             September 28, 2000
  ----------------------
  John M. Whiteside
  
  
  
                                         -8-
  
  <PAGE>   9
  
                                    EXHIBIT INDEX
  
  
  EXHIBIT NUMBER     EXHIBIT NAME
  --------------     ------------
  
       4.1           Specimen Common Stock certificate (incorporated by reference
                     to Exhibit 4.1 to our Registration Statement on Form S-1 (No.
                     333-89239).
  
       4.2           Xpedior Incorporated Employee Stock Purchase Plan.
  
       5.1           Opinion of Caesar J. Belbel, General Counsel to Xpedior
                     Incorporated.
  
       23.1          Consent of Ernst & Young LLP.
  
       23.2          Consent of Caesar J. Belbel, General Counsel to Xpedior
                     Incorporated (contained in the opinion filed as Exhibit 5.1
                     to this Registration Statement).
  
       24.1          Powers of Attorney (included on the
                     signature page to this Registration
                     Statement under the caption "Power of
                     Attorney").
  
  
                                         -9-
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b36837xps-8.txt", "description": "XPEDIOR INCORPORATED", "secsgml_size_bytes": 20081}]
metadata_filer: {"company-data": {"conformed-name": "XPEDIOR INC", "cik": "0001096287", "assigned-sic": "7389", "irs-number": "760556713", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46838", "film-number": "731140"}, "business-address": {"street1": "ONE NORTH FRANKLIN", "street2": "SUITE 1500", "city": "CHICAGO", "state": "IL", "zip": "60606", "phone": "8004626301"}, "mail-address": {"street1": "ONE NORTH FRANKLIN", "street2": "SUITE 1500", "city": "CHICAGO", "state": "IL", "zip": "60606"}}
text: 1
     As filed with the Securities and Exchange Commission on September 28, 2000
                                                                   FILE NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                                --------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
  
                                        UNDER
  
                             THE SECURITIES ACT OF 1933
  
                                --------------------
  
                                XPEDIOR INCORPORATED
  
               (Exact name of registrant as specified in its charter)
  
          DELAWARE                                            76-0556713
      (State or other jurisdiction                        (I.R.S. Employer
    of incorporation or organization)                   Identification Number)
  
                           ONE NORTH FRANKLIN, SUITE 1500
                               CHICAGO, ILLINOIS 60606
  
            (Address of principal executive offices, including zip code)
  
                  XPEDIOR INCORPORATED EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
                             ---------------------------
  
                                  CAESAR J. BELBEL
                SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
  
                                XPEDIOR INCORPORATED
                            35 CORPORATE DRIVE, 4TH FLOOR
                           BURLINGTON, MASSACHUSETTS 01803
                                   (781) 685-4642
                (Name and address, including zip code, and telephone
                 number, including area code, of agent for service)
  
                                --------------------
  
                           CALCULATION OF REGISTRATION FEE
  ==================================================================================================
  Title Of Securities       Amount         Proposed Maximum       Proposed Maximum       Amount Of
         To Be              To Be         Offering Price Per     Aggregate Offering     Registration
      Registered          Registered           Share(1)                Price                Fee
  --------------------------------------------------------------------------------------------------
  Common Stock, Par    2,000,000 shares        $4.15625              $8,312,500           $2,195
  Value $0.01
  ==================================================================================================
  (1)  Estimated in accordance with Rule 457(h) under the Securities Act of 1933
       solely for the purpose of calculating the registration fee on the basis of
       the average of the high and low prices of Xpedior Incorporated common
       stock, par value $0.01 per share, as reported on the Nasdaq National Market
       on September 22, 2000.
  
  ================================================================================
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Note: The document(s) containing the information required by Item 1 of this Form
  S-8 and the statement of availability of information of Xpedior Incorporated
  (the "Registrant") and other information required by Item 2 of this Form will be
  sent or given to employees as specified by Rule 428 under the Securities Act of
  1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
  requirements of Part I of Form S-8, such documents are not being filed with the
  Securities and Exchange Commission (the "Commission") either as part of this
  Registration Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424. The Registrant shall maintain a file of such documents in accordance
  with the provisions of Rule 428. Upon request, the Registrant shall furnish to
  the Commission or its staff a copy or copies of any or all of the documents
  included in such file.
  
                                         -2-
  3
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents previously filed with the Securities and Exchange
  Commission (the "SEC") are incorporated by reference herein and shall be deemed
  a part hereof:
  
       (a)  Our Annual Report on Form 10-K for the fiscal year ended December 31,
            1999 filed with the SEC on March 30, 2000.
  
       (b)  Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
            2000 and June 30, 2000 filed with the SEC on May 15, 2000 and August
            14, 2000, respectively.
  
       (c)  Our Current Report on Form 8-K filed with the SEC on June 28, 2000.
  
       (d)  The description of our common stock contained in our Registration
            Statement on Form 8-A filed on December 14, 1999, including any
            amendment or report filed for the purpose of updating such
            description.
  
       All other reports and other documents we filed pursuant to Section 13(a),
  13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
  Statement and prior to the termination of this offering shall be incorporated by
  reference into this Registration Statement and shall be deemed to be a part of
  this Registration Statement from the date of filing of such reports and
  documents. Any statement contained herein or in a document incorporated by
  reference shall be deemed to be modified or superseded for purposes of this
  Registration Statement to the extent that a statement contained in this
  Registration Statement or in any other subsequently filed document which also is
  or is deemed to be incorporated by reference herein modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  Item 4. DESCRIPTION OF SECURITIES.
  
       Not applicable.
  
  Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
  Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Our Certificate of Incorporation, as amended, a copy of which is filed as
  Exhibit 3.1 to our registration statement on Form S-1 (No. 333-89239), provides
  that none of our directors shall be personally liable to us or our stockholders
  for monetary damages for any breach of fiduciary duty by such a director as a
  director, except for liability to the extent provided by applicable law (1) for
  any breach of the director's duty of loyalty to us or our stockholders, (2) for
  acts or omissions not in good faith or which involve intentional misconduct or a
  knowing violation of law, (3) for unlawful payments of dividends or unlawful
  stock repurchases or redemptions as provided under Section 174 of the Delaware
  General Corporation Law ("DGCL") or (4) for any transaction from which the
  director derived an improper personal benefit.
  
       Section 145 of the DGCL authorizes a corporation to indemnify any person
  who was or is a party or is threatened to be made a party to any threatened,
  pending or completed action, suit or proceeding, whether
  
                                         -3-
  4
  
  civil, criminal, administrative or investigative (other than an action by or in
  the right of the corporation), by reason of the fact that the person is or was
  an officer or director of such corporation, or is or was serving at the request
  of that corporation as a director, officer, employee or agent of another
  corporation, partnership, joint venture, trust or other enterprise, against
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement actually and reasonably incurred by such person in connection with
  such action, suit or proceeding, if he 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 action or proceeding, had no
  reasonable cause to believe his conduct was unlawful. A Delaware corporation may
  indemnify past or present officers and directors of that corporation or of
  another corporation or other enterprise at the former corporation's request, in
  an action by or in the right of the corporation to procure a judgment in its
  favor under the same conditions, except that no indemnification is permitted
  without judicial approval if that person is adjudged to be liable to the
  corporation. Where an officer or director is successful on the merits or
  otherwise in defense of any action referred to above, or in defense of any
  claim, issue or matter therein, the corporation must indemnify him against the
  expenses (including attorneys' fees) which he actually and reasonably incurred
  in connection therewith. Section 145 further provides that any indemnification
  shall be made by the corporation only as authorized in each specific case upon a
  determination by (i) the stockholders, (ii) the Board of Directors by a majority
  vote of a quorum consisting of directors who were not parties to such action,
  suit or proceeding or (iii) independent counsel if a quorum of disinterested
  directors so directs. Section 145 provides that indemnification pursuant to its
  provision is not exclusive of other rights of indemnification to which a person
  may be entitled under any bylaw, agreement, vote of stockholders or
  disinterested directors or otherwise.
  
       Section 145 of the DGCL also empowers us to purchase and maintain insurance
  on behalf of any person who is or was an officer or director of us against
  liability asserted against or incurred by him in any such capacity, whether or
  not we would have the power to indemnify such officer or director against such
  liability under the provisions of Section 145.
  
       In addition, we have entered into indemnification agreements with our
  directors and officers containing provisions which are in some respects broader
  than the specific indemnification provisions contained in the DGCL. The
  indemnification agreements may require us, among other things, to indemnify our
  directors against liabilities that may arise by reason of their status or
  service as directors, other than liabilities arising from willful misconduct of
  culpable nature, to advance their expenses incurred as a result of any
  proceeding against them as to which they could be indemnified, and to obtain
  directors' insurance if available on reasonable terms.
  
  Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  Item 8. EXHIBITS.
  
       The following exhibits are filed as part of the Registration Statement:
  
  EXHIBIT
  
  4.1  Specimen Common Stock certificate (incorporated by reference to Exhibit 4.1
       to our Registration Statement on Form S-1 (No. 333-89239).
  
  4.2  Xpedior Incorporated Employee Stock Purchase Plan.
  
  5.1  Opinion of Caesar J. Belbel, General Counsel to Xpedior Incorporated.
  
                                         -4-
  5
  
  23.1 Consent of Ernst & Young LLP.
  
  23.2 Consent of Caesar J. Belbel, General Counsel to Xpedior Incorporated
       (contained in the opinion filed as Exhibit 5.1 to this Registration
       Statement).
  
  24.1 Powers of Attorney (included on the signature page to this Registration
       Statement under the caption "Power of Attorney").
  
  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:
  
            (i) To include any prospectus required by Section 10(a)(3) of the
       Securities Act of 1933;
  
            (ii) To reflect in the prospectus any facts or events arising after
       the effective date of the Registration Statement (or the most recent
       post-effective amendment thereof) which, individually or in the aggregate,
       represent a fundamental change in the information set forth in the
       Registration Statement. Notwithstanding the foregoing, any increase or
       decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated maximum offering range
       may be reflected in the form of prospectus filed with the Commission
       pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
       price represent no more than 20% change in the maximum aggregate offering
       price set forth in the "Calculation of Registration Fee" table in the
       effective Registration Statement; and
  
            (iii) 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;
  
       PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
       do not apply if the information required to be included in a post-effective
       amendment by those paragraphs is contained in periodic reports filed with
       or furnished to the Commission by the Registrant pursuant to Section 13 or
       Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
       by reference in the Registration Statement.
  
            (2) That, for the purpose of determining any liability under the
       Securities Act of 1933, 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
       to be 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 of 1933, each filing of the
  Registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  Registration Statement shall be deemed to be a new Registration Statement
  
                                         -5-
  6
  
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       (c) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 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 Securities and Exchange
  Commission such indemnification is against public policy as expressed in the 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
  
       Pursuant to the requirements of the Securities Act of 1933, 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 Chicago, State of Illinois, on the 28th day of
  September, 2000.
  
                                        XPEDIOR INCORPORATED
  
                                        By: /s/ David N. Campbell
                                            --------------------------------------
                                            David N. Campbell
                                            Chief Executive Officer and
                                            Chairman of the Board
  
                                  POWER OF ATTORNEY
  
       Pursuant to the requirement of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated. Each person whose signature appears below
  hereby authorizes and constitutes David N. Campbell, J. Brian Farrar and Caesar
  J. Belbel, and each of them singly, his true and lawful attorneys with full
  power to them, and each of them singly, to sign for him and in his name in the
  capacities indicated below any and all amendments (including post-effective
  amendments) to this registration statement and to file the same, with exhibits
  thereto, and other documents in connection therewith, and he hereby ratifies and
  confirms his signature as it may be signed by said attorneys, or any of them, to
  any and all such amendments.
  
  SIGNATURE                   CAPACITY IN WHICH SIGNED                DATE
  ---------                   ------------------------                ----
  
  /s/ David N. Campbell     Chief Executive Officer and         September 28, 2000
  -----------------------   Chairman of the Board (Principal
  David N. Campbell         Executive Officer)
  
  /s/ J. Brian Farrar       President, Chief Operating          September 28, 2000
  -----------------------   Officer and Director
  J. Brian Farrar
  
  /s/ Thomas E. Werner      Senior Vice President and Chief     September 28, 2000
  -----------------------   Financial Officer (Principal
  Thomas E. Werner          Financial and Accounting Officer)
  
  /s/ James W. Crownover    Vice Chairman of the Board          September 28, 2000
  -----------------------
  James W. Crownover
  
  /s/ William L. Schrader   Director                            September 28, 2000
  -----------------------
  William L. Schrader
  
                                         -7-
  8
  
  /s/ Harold S. Wills      Director                             September 28, 2000
  ----------------------
  Harold S. Wills
  
  /s/ Marc J. Shapiro      Director                             September 28, 2000
  ----------------------
  Marc J. Shapiro
  
  /s/ John M. Whiteside    Director                             September 28, 2000
  ----------------------
  John M. Whiteside
  
                                         -8-
  9
  
                                    EXHIBIT INDEX
  
  EXHIBIT NUMBER     EXHIBIT NAME
  --------------     ------------
  
       4.1           Specimen Common Stock certificate (incorporated by reference
                     to Exhibit 4.1 to our Registration Statement on Form S-1 (No.
                     333-89239).
  
       4.2           Xpedior Incorporated Employee Stock Purchase Plan.
  
       5.1           Opinion of Caesar J. Belbel, General Counsel to Xpedior
                     Incorporated.
  
       23.1          Consent of Ernst & Young LLP.
  
       23.2          Consent of Caesar J. Belbel, General Counsel to Xpedior
                     Incorporated (contained in the opinion filed as Exhibit 5.1
                     to this Registration Statement).
  
       24.1          Powers of Attorney (included on the
                     signature page to this Registration
                     Statement under the caption "Power of
                     Attorney").
  
                                         -9-