SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                       ----------------------------------



                                    Form 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report:   November 18, 1999
Date of earliest
  event reported: November 4, 1999


                           Programmer's Paradise, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


   Delaware                       333-92810                     13-3136104
  ---------                 ------------------------          -------------
  (State of                 (Commission File Number)          (IRS Employer
incorporation)                                              Identification No.)



1157 Shrewsbury Ave., Shrewsbury, New Jersey                     07702
-------------------------------------------------             -----------
(Address of principal executive offices)                       (Zip Code)




                     (732) 389-8950
----------------------------------------------------
(Registrant's telephone number, including area code)


<PAGE>


ITEM 5.  OTHER EVENTS

         On November 4, 1999 the Board of Directors of the Registrant declared a
dividend of one preferred stock purchase right (a "Right") for each  outstanding
share of Common  Stock,  par value $0.01 per share (the  "Common  Stock") of the
Registrant.  The Rights will be issued to the stockholders of record on November
18,  1999 and will  expire in ten years,  subject to earlier  redemption.  Under
certain  circumstances,  each Right entitles the  registered  holder to purchase
from the  Registrant  one  five-thousandth  of a share of  Junior  Participating
Cumulative  Preferred Stock, par value $0.01 per share ("Preferred  Stock"),  of
the Registrant or, in certain circumstances, either Common Stock or common stock
of an  acquiring  company at one-half  the market  price of such Common Stock or
common stock, as the case may be. The Rights are designed to make it more likely
that all the Registrant's  stockholders  receive fair and equal treatment in the
event of any proposed takeover of the Registrant and to guard against the use of
partial  tender  offers  or  other  coercive  tactics  to  gain  control  of the
Registrant.  The  description  and terms of the Rights are set forth in a Rights
Agreement  (the "Rights  Agreement")  between the  Registrant and American Stock
Transfer & Trust Company, as Rights Agent (the "Rights Agent").

Exercise Price

         When  exercisable,  except as set forth below,  each Right entitles the
registered holder to purchase from the Registrant one five-thousandth of a share
of Preferred Stock, at a price of $77.78 per one five-thousandth of a share (the
"Purchase Price"), subject to adjustment in certain circumstances.

Transfer and Detachment

         Until the "Distribution Date", which is the earlier to occur of (i) ten
business  days  following  the time (the "Stock  Acquisition  Date") of a public
announcement or notice to the Registrant that a person or group of affiliated or
associated  persons has acquired,  or obtained the right to acquire,  beneficial
ownership (as defined in the Rights Agreement) of 20% or more of the outstanding
shares  of  Common  Stock of the  Registrant  (such  20%  beneficial  owner,  an
"Acquiring  Person"),  or (ii) ten business  days,  or such later date as may be
determined  by the Board of Directors of the  Registrant,  after the date of the
commencement  or announcement by a person of an intention to make a tender offer
or exchange offer for an amount of Common Stock which,  together with the shares
of such  stock  already  owned by such  person,  constitutes  20% or more of the
outstanding  shares of such Common  Stock,  the Rights will be  evidenced,  with
respect to any of the Registrant's  Common Stock certificates  outstanding as of
November 18, 1999, by such Common Stock  certificate  with a copy of the Summary
of Rights  attached  thereto.  The Rights  Agreement  provides  that,  until the
Distribution  Date,  the  Rights  will be  transferred  with and  only  with the
Registrant's Common


<PAGE>

Stock.  Until the Distribution Date (or earlier  redemption or expiration of the
Rights),  new Common Stock certificates issued after November 18, 1999, upon the
transfer  or  issuance of new shares of Common  Stock,  will  contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights),  the surrender for the transfer
of any of the Registrant's Common Stock certificates  outstanding as of November
18, 1999,  even without a copy of the Summary of Rights attached  thereto,  will
also constitute the transfer of the Rights  associated with the shares of Common
Stock represented by such certificate.

         As  soon as  practicable  following  the  Distribution  Date,  separate
certificates  evidencing  the Rights  ("Right  Certificates")  will be mailed to
holders  of  record  of the  Common  Stock as of the  close of  business  on the
Distribution  Date, and such separate Right Certificates alone will evidence the
Rights.

Exercisability

         The Rights are not exercisable until the Distribution  Date. The Rights
will expire on November 18, 2009 unless earlier redeemed by the Registrant.

Right to Acquire Stock at Half Price

         In the event that after the Stock  Acquisition  Date, the Registrant is
acquired in a merger or other business combination transaction or 50% or more of
the  Registrant's  assets,  cash flow or  earning  power  are sold or  otherwise
transferred,  the Rights Agreement  provides that proper provision shall be made
so that each holder of a Right,  upon the  exercise  thereof at the then current
exercise price of the Right,  shall be entitled to receive that number of shares
of common stock of the  acquiring  company  having a market value (as defined in
the Rights Agreement) of two times the exercise price of the Right. In the event
that the  Registrant  is the  surviving  corporation  of a merger and its Common
Stock is  changed  or  exchanged,  proper  provision  shall be made so that each
holder of a Right will  thereafter  have the right to receive upon exercise that
number of shares of common stock of the other party to the transaction  having a
market value of two times the exercise price of the Right.

         In the  event  that a  person  or group  becomes  an  Acquiring  Person
(otherwise than pursuant to a tender offer or exchange offer for all outstanding
shares of Common Stock at a price and on terms which are  determined  to be fair
and in the best interests of the Registrant and its  stockholders  by a majority
of the members of the Board of Directors of the Registrant who are not Acquiring
Persons or  representatives  or nominees of or affiliated or associated  with an
Acquiring  Person),  proper  provision  shall be made so that  each  holder of a


                                       2
<PAGE>

Right,  other than the Acquiring  Person,  whose Rights will thereafter be void,
will thereafter have the right to receive upon exercise that number of shares of
Common Stock having a market value (as defined in the Rights  Agreement)  of two
times the exercise  price of the Right.  A person or group will not be deemed to
be an Acquiring  Person if the Board of Directors of the  Registrant  determines
that such person or group  became an  Acquiring  Person  inadvertently  and such
person or group  promptly  divests  itself of a  sufficient  number of shares of
Common Stock so that such person or group is no longer an Acquiring Person.

Adjustments

         The Purchase Price payable and the number of shares of Preferred  Stock
or other  securities  or property  issuable  upon the exercise of the Rights are
subject to adjustment from time to time to prevent  dilution (i) in the event of
a stock dividend on or a subdivision,  combination  or  reclassification  of the
shares  of  Preferred  Stock,  (ii)  upon the  fixing  of a record  date for the
issuance to holders of Preferred Stock of certain rights, options or warrants to
subscribe for shares of Preferred  Stock or convertible  securities at less than
the current  market price of shares of Preferred  Stock or (iii) upon the fixing
of a record  date for the  making  of a  distribution  to  holders  of shares of
Preferred  Stock of  evidences  of  indebtedness  or assets  (excluding  regular
periodic cash  dividends not  exceeding  125% of the last regular  periodic cash
dividend or dividends  payable in shares of Preferred  Stock) or of subscription
rights or warrants  (other than those  referred to above).  The number of Rights
and the number of shares of Preferred Stock issuable upon exercise of each Right
are also  subject to  adjustment  in the case of a stock split,  combination  or
stock dividend on the shares of Common Stock prior to the Distribution Date.

         With certain  exceptions,  no adjustment in the Purchase  Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
the Purchase Price. No fractional  shares of Common Stock will be issued and, in
lieu  thereof,  an  adjustment in cash will be made based on the market value of
shares of Common Stock on the last trading date prior to the date of exercise.

Redemption or Exchange

         At any time  prior to the  earlier of (i) ten  business  days after the
Stock Acquisition Date and (ii) November 18, 2009, the Registrant, by resolution
of its Board of Directors, may redeem the Rights in whole, but not in part, at a
price of $0.01 per Right (the "Redemption Price"). If such resolution is adopted
following  the  Stock  Acquisition  Date,  it will be  effective  only  with the
concurrence  of a majority of the members (the  "Continuing  Directors")  of the
Board of Directors of the


                                       3
<PAGE>

Registrant who are not Acquiring  Persons or  representatives  or nominees of or
affiliated or associated with an Acquiring Person and who either were members of
such Board of  Directors  prior to the Stock  Acquisition  Date or  subsequently
became a member and whose  election  thereto  was  approved by a majority of the
directors who were not Acquiring  Persons or  representatives  or nominees of or
affiliated or associated with an Acquiring Person. The Board of Directors of the
Registrant  may extend the time  within  which the Rights may be redeemed at any
time prior to the Stock  Acquisition  Date.  Immediately  upon the action of the
Board of Directors of the Registrant electing to redeem the Rights, the right to
exercise the Rights will  terminate  and the only right of the holders of Rights
will be to receive the Redemption Price.

         At any time after a person becomes an Acquiring Person and prior to the
acquisition by such person of 50% or more of the outstanding Common Stock of the
Registrant, the Board of Directors of the Registrant,  with the concurrence of a
majority of the Continuing Directors, may exchange the Rights (other than Rights
beneficially  owned by such person which have become void), in whole or in part,
for Common Stock of the  Registrant at an exchange  ratio of one share of Common
Stock per Right (subject to adjustment).

Preferred Stock

         The shares of Preferred Stock  purchasable  upon exercise of the Rights
will be  nonredeemable  and junior to any other  series of  preferred  stock the
Registrant may issue (unless  otherwise  provided in the terms of such preferred
stock  or in the  Registrant's  Certificate  of  Incorporation).  Each  share of
Preferred Stock will be entitled to receive, in the aggregate,  a dividend in an
amount  equal to 5,000  times the  dividend  per share of Common  Stock,  or, if
greater, $50.00 per year. In the event of liquidation,  the holders of shares of
Preferred Stock will be entitled to receive a minimum  liquidation payment equal
to the  greater of  $5,000.00  per share or an amount  equal to 5,000  times the
amount  to be paid in  liquidation  per  share of Common  Stock.  Each  share of
Preferred Stock will have 5,000 votes, voting together with the shares of Common
Stock. In addition,  if dividends on the Preferred Stock are in arrears for four
consecutive  quarterly  payment periods,  the holders of the shares of Preferred
Stock will have the right,  voting as a class, to elect two members to the Board
of Directors of the  Registrant.  In the event of any merger,  consolidation  or
other  transaction in which shares of Common Stock are exchanged,  each share of
Preferred  Stock will be entitled to receive  5,000 times the amount and type of
consideration  received per share of Common  Stock.  The rights of the shares of
Preferred Stock as to dividends and liquidation, and in the event of mergers and
consolidations, are protected by antidilution provisions.



                                       4
<PAGE>

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a stockholder of the Registrant,  including,  without limitation,  the
right to vote or to receive dividends.


Amendment

         The  Rights  and the  Rights  Agreement  can be amended by the Board of
Directors of the Registrant in any respect (including,  without limitation,  any
extension  of the period in which the Rights may be  redeemed) at any time prior
to the Stock Acquisition Date. From and after such time, without the approval of
the  stockholders  of the Registrant or the holders of the Rights,  the Board of
Directors may only supplement or amend the Rights Agreement in order (i) to cure
any  ambiguity,  (ii) to correct or supplement  any  provision  contained in the
Rights Agreement which may be defective or inconsistent with any other provision
in the Rights Agreement,  (iii) to shorten or lengthen any time period under the
Rights Agreement or (iv) to make any changes or supplements which the Registrant
and the Rights Agent may deem  necessary or desirable  which shall not adversely
affect  the  interests  of the  holders  of Right  Certificates  (other  than an
Acquiring Person or an affiliate or associate  thereof).  The Registrant may, at
any time prior to the Stock  Acquisition  Date,  amend the Rights  Agreement  to
lower the threshold of Common Stock beneficial  ownership at which a person will
become an  Acquiring  Person to not less than the  greater  of (i) a  percentage
larger than the largest  percentage of Common Stock then known by the Registrant
to be beneficially owned by a person and (ii) 10%.

Issuance of Rights

         Each  outstanding  share of  Common  Stock on  November  18,  1999 will
receive  one Right.  As long as the Rights are  attached to the shares of Common
Stock,  the  Registrant  will issue one Right with each share of Common Stock it
issues,  so that all such shares have  attached  Rights.  Two  thousand  (2,000)
shares of Preferred  Stock have been  reserved for issuance upon exercise of the
Rights.

         A copy of the Rights Agreement, which includes as Exhibit B the form of
Right Certificate, is attached hereto as Exhibit 1 and is incorporated herein by
reference.  The foregoing description of the Rights is qualified in its entirety
by reference to such Exhibit.


                                       5
<PAGE>

ITEM 7.  EXHIBITS

         (4)      Rights  Agreement  between the  Registrant  and American Stock
                  Transfer & Trust Company,  Rights Agent,  dated as of November
                  18,  1999,  which  includes  as  Exhibit  B the  form of Right
                  Certificate.


         (21)     Form of a letter to the Registrant's stockholders.



                                       6
<PAGE>

                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereto duly authorized.

                                            PROGRAMMER'S PARADISE, INC.
                                            (Registrant)


                                            By: /s/ William H. Willett
                                                -------------------------------
                                                 William H. Willett
                                                 Chief Executive Officer
                                                 and Chairman of the
                                                 Board of Directors


DATE: November 18, 1999


                                       7
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                    Sequential
    Exhibit No.                         Description                                   Page No.
    -----------                         -----------                                   --------
<S>              <C>                                                                  <C>
         (4)      Rights  Agreement  between the  Registrant  and American Stock
                  Transfer & Trust Company,  Rights Agent,  dated as of November
                  18,  1999,  which  includes  as  Exhibit  B the  form of Right
                  Certificate.

         (21)     Form of a letter to the Registrant's stockholders.

</TABLE>
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                       ----------------------------------

                                    Form 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report:   November 18, 1999
Date of earliest
  event reported: November 4, 1999

                           Programmer's Paradise, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

   Delaware                       333-92810                     13-3136104
  ---------                 ------------------------          -------------
  (State of                 (Commission File Number)          (IRS Employer
incorporation)                                              Identification No.)

1157 Shrewsbury Ave., Shrewsbury, New Jersey                     07702
-------------------------------------------------             -----------
(Address of principal executive offices)                       (Zip Code)

                     (732) 389-8950
----------------------------------------------------
(Registrant's telephone number, including area code)
ITEM 5.  OTHER EVENTS

         On November 4, 1999 the Board of Directors of the Registrant declared a
dividend of one preferred stock purchase right (a "Right") for each  outstanding
share of Common  Stock,  par value $0.01 per share (the  "Common  Stock") of the
Registrant.  The Rights will be issued to the stockholders of record on November
18,  1999 and will  expire in ten years,  subject to earlier  redemption.  Under
certain  circumstances,  each Right entitles the  registered  holder to purchase
from the  Registrant  one  five-thousandth  of a share of  Junior  Participating
Cumulative  Preferred Stock, par value $0.01 per share ("Preferred  Stock"),  of
the Registrant or, in certain circumstances, either Common Stock or common stock
of an  acquiring  company at one-half  the market  price of such Common Stock or
common stock, as the case may be. The Rights are designed to make it more likely
that all the Registrant's  stockholders  receive fair and equal treatment in the
event of any proposed takeover of the Registrant and to guard against the use of
partial  tender  offers  or  other  coercive  tactics  to  gain  control  of the
Registrant.  The  description  and terms of the Rights are set forth in a Rights
Agreement  (the "Rights  Agreement")  between the  Registrant and American Stock
Transfer & Trust Company, as Rights Agent (the "Rights Agent").

Exercise Price

         When  exercisable,  except as set forth below,  each Right entitles the
registered holder to purchase from the Registrant one five-thousandth of a share
of Preferred Stock, at a price of $77.78 per one five-thousandth of a share (the
"Purchase Price"), subject to adjustment in certain circumstances.

Transfer and Detachment

         Until the "Distribution Date", which is the earlier to occur of (i) ten
business  days  following  the time (the "Stock  Acquisition  Date") of a public
announcement or notice to the Registrant that a person or group of affiliated or
associated  persons has acquired,  or obtained the right to acquire,  beneficial
ownership (as defined in the Rights Agreement) of 20% or more of the outstanding
shares  of  Common  Stock of the  Registrant  (such  20%  beneficial  owner,  an
"Acquiring  Person"),  or (ii) ten business  days,  or such later date as may be
determined  by the Board of Directors of the  Registrant,  after the date of the
commencement  or announcement by a person of an intention to make a tender offer
or exchange offer for an amount of Common Stock which,  together with the shares
of such  stock  already  owned by such  person,  constitutes  20% or more of the
outstanding  shares of such Common  Stock,  the Rights will be  evidenced,  with
respect to any of the Registrant's  Common Stock certificates  outstanding as of
November 18, 1999, by such Common Stock  certificate  with a copy of the Summary
of Rights  attached  thereto.  The Rights  Agreement  provides  that,  until the
Distribution  Date,  the  Rights  will be  transferred  with and  only  with the
Registrant's Common
Stock.  Until the Distribution Date (or earlier  redemption or expiration of the
Rights),  new Common Stock certificates issued after November 18, 1999, upon the
transfer  or  issuance of new shares of Common  Stock,  will  contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights),  the surrender for the transfer
of any of the Registrant's Common Stock certificates  outstanding as of November
18, 1999,  even without a copy of the Summary of Rights attached  thereto,  will
also constitute the transfer of the Rights  associated with the shares of Common
Stock represented by such certificate.

         As  soon as  practicable  following  the  Distribution  Date,  separate
certificates  evidencing  the Rights  ("Right  Certificates")  will be mailed to
holders  of  record  of the  Common  Stock as of the  close of  business  on the
Distribution  Date, and such separate Right Certificates alone will evidence the
Rights.

Exercisability

         The Rights are not exercisable until the Distribution  Date. The Rights
will expire on November 18, 2009 unless earlier redeemed by the Registrant.

Right to Acquire Stock at Half Price

         In the event that after the Stock  Acquisition  Date, the Registrant is
acquired in a merger or other business combination transaction or 50% or more of
the  Registrant's  assets,  cash flow or  earning  power  are sold or  otherwise
transferred,  the Rights Agreement  provides that proper provision shall be made
so that each holder of a Right,  upon the  exercise  thereof at the then current
exercise price of the Right,  shall be entitled to receive that number of shares
of common stock of the  acquiring  company  having a market value (as defined in
the Rights Agreement) of two times the exercise price of the Right. In the event
that the  Registrant  is the  surviving  corporation  of a merger and its Common
Stock is  changed  or  exchanged,  proper  provision  shall be made so that each
holder of a Right will  thereafter  have the right to receive upon exercise that
number of shares of common stock of the other party to the transaction  having a
market value of two times the exercise price of the Right.

         In the  event  that a  person  or group  becomes  an  Acquiring  Person
(otherwise than pursuant to a tender offer or exchange offer for all outstanding
shares of Common Stock at a price and on terms which are  determined  to be fair
and in the best interests of the Registrant and its  stockholders  by a majority
of the members of the Board of Directors of the Registrant who are not Acquiring
Persons or  representatives  or nominees of or affiliated or associated  with an
Acquiring  Person),  proper  provision  shall be made so that  each  holder of a

                                       2
Right,  other than the Acquiring  Person,  whose Rights will thereafter be void,
will thereafter have the right to receive upon exercise that number of shares of
Common Stock having a market value (as defined in the Rights  Agreement)  of two
times the exercise  price of the Right.  A person or group will not be deemed to
be an Acquiring  Person if the Board of Directors of the  Registrant  determines
that such person or group  became an  Acquiring  Person  inadvertently  and such
person or group  promptly  divests  itself of a  sufficient  number of shares of
Common Stock so that such person or group is no longer an Acquiring Person.

Adjustments

         The Purchase Price payable and the number of shares of Preferred  Stock
or other  securities  or property  issuable  upon the exercise of the Rights are
subject to adjustment from time to time to prevent  dilution (i) in the event of
a stock dividend on or a subdivision,  combination  or  reclassification  of the
shares  of  Preferred  Stock,  (ii)  upon the  fixing  of a record  date for the
issuance to holders of Preferred Stock of certain rights, options or warrants to
subscribe for shares of Preferred  Stock or convertible  securities at less than
the current  market price of shares of Preferred  Stock or (iii) upon the fixing
of a record  date for the  making  of a  distribution  to  holders  of shares of
Preferred  Stock of  evidences  of  indebtedness  or assets  (excluding  regular
periodic cash  dividends not  exceeding  125% of the last regular  periodic cash
dividend or dividends  payable in shares of Preferred  Stock) or of subscription
rights or warrants  (other than those  referred to above).  The number of Rights
and the number of shares of Preferred Stock issuable upon exercise of each Right
are also  subject to  adjustment  in the case of a stock split,  combination  or
stock dividend on the shares of Common Stock prior to the Distribution Date.

         With certain  exceptions,  no adjustment in the Purchase  Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
the Purchase Price. No fractional  shares of Common Stock will be issued and, in
lieu  thereof,  an  adjustment in cash will be made based on the market value of
shares of Common Stock on the last trading date prior to the date of exercise.

Redemption or Exchange

         At any time  prior to the  earlier of (i) ten  business  days after the
Stock Acquisition Date and (ii) November 18, 2009, the Registrant, by resolution
of its Board of Directors, may redeem the Rights in whole, but not in part, at a
price of $0.01 per Right (the "Redemption Price"). If such resolution is adopted
following  the  Stock  Acquisition  Date,  it will be  effective  only  with the
concurrence  of a majority of the members (the  "Continuing  Directors")  of the
Board of Directors of the

                                       3
Registrant who are not Acquiring  Persons or  representatives  or nominees of or
affiliated or associated with an Acquiring Person and who either were members of
such Board of  Directors  prior to the Stock  Acquisition  Date or  subsequently
became a member and whose  election  thereto  was  approved by a majority of the
directors who were not Acquiring  Persons or  representatives  or nominees of or
affiliated or associated with an Acquiring Person. The Board of Directors of the
Registrant  may extend the time  within  which the Rights may be redeemed at any
time prior to the Stock  Acquisition  Date.  Immediately  upon the action of the
Board of Directors of the Registrant electing to redeem the Rights, the right to
exercise the Rights will  terminate  and the only right of the holders of Rights
will be to receive the Redemption Price.

         At any time after a person becomes an Acquiring Person and prior to the
acquisition by such person of 50% or more of the outstanding Common Stock of the
Registrant, the Board of Directors of the Registrant,  with the concurrence of a
majority of the Continuing Directors, may exchange the Rights (other than Rights
beneficially  owned by such person which have become void), in whole or in part,
for Common Stock of the  Registrant at an exchange  ratio of one share of Common
Stock per Right (subject to adjustment).

Preferred Stock

         The shares of Preferred Stock  purchasable  upon exercise of the Rights
will be  nonredeemable  and junior to any other  series of  preferred  stock the
Registrant may issue (unless  otherwise  provided in the terms of such preferred
stock  or in the  Registrant's  Certificate  of  Incorporation).  Each  share of
Preferred Stock will be entitled to receive, in the aggregate,  a dividend in an
amount  equal to 5,000  times the  dividend  per share of Common  Stock,  or, if
greater, $50.00 per year. In the event of liquidation,  the holders of shares of
Preferred Stock will be entitled to receive a minimum  liquidation payment equal
to the  greater of  $5,000.00  per share or an amount  equal to 5,000  times the
amount  to be paid in  liquidation  per  share of Common  Stock.  Each  share of
Preferred Stock will have 5,000 votes, voting together with the shares of Common
Stock. In addition,  if dividends on the Preferred Stock are in arrears for four
consecutive  quarterly  payment periods,  the holders of the shares of Preferred
Stock will have the right,  voting as a class, to elect two members to the Board
of Directors of the  Registrant.  In the event of any merger,  consolidation  or
other  transaction in which shares of Common Stock are exchanged,  each share of
Preferred  Stock will be entitled to receive  5,000 times the amount and type of
consideration  received per share of Common  Stock.  The rights of the shares of
Preferred Stock as to dividends and liquidation, and in the event of mergers and
consolidations, are protected by antidilution provisions.

                                       4
Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a stockholder of the Registrant,  including,  without limitation,  the
right to vote or to receive dividends.

Amendment

         The  Rights  and the  Rights  Agreement  can be amended by the Board of
Directors of the Registrant in any respect (including,  without limitation,  any
extension  of the period in which the Rights may be  redeemed) at any time prior
to the Stock Acquisition Date. From and after such time, without the approval of
the  stockholders  of the Registrant or the holders of the Rights,  the Board of
Directors may only supplement or amend the Rights Agreement in order (i) to cure
any  ambiguity,  (ii) to correct or supplement  any  provision  contained in the
Rights Agreement which may be defective or inconsistent with any other provision
in the Rights Agreement,  (iii) to shorten or lengthen any time period under the
Rights Agreement or (iv) to make any changes or supplements which the Registrant
and the Rights Agent may deem  necessary or desirable  which shall not adversely
affect  the  interests  of the  holders  of Right  Certificates  (other  than an
Acquiring Person or an affiliate or associate  thereof).  The Registrant may, at
any time prior to the Stock  Acquisition  Date,  amend the Rights  Agreement  to
lower the threshold of Common Stock beneficial  ownership at which a person will
become an  Acquiring  Person to not less than the  greater  of (i) a  percentage
larger than the largest  percentage of Common Stock then known by the Registrant
to be beneficially owned by a person and (ii) 10%.

Issuance of Rights

         Each  outstanding  share of  Common  Stock on  November  18,  1999 will
receive  one Right.  As long as the Rights are  attached to the shares of Common
Stock,  the  Registrant  will issue one Right with each share of Common Stock it
issues,  so that all such shares have  attached  Rights.  Two  thousand  (2,000)
shares of Preferred  Stock have been  reserved for issuance upon exercise of the
Rights.

         A copy of the Rights Agreement, which includes as Exhibit B the form of
Right Certificate, is attached hereto as Exhibit 1 and is incorporated herein by
reference.  The foregoing description of the Rights is qualified in its entirety
by reference to such Exhibit.

                                       5
ITEM 7.  EXHIBITS

         (4)      Rights  Agreement  between the  Registrant  and American Stock
                  Transfer & Trust Company,  Rights Agent,  dated as of November
                  18,  1999,  which  includes  as  Exhibit  B the  form of Right
                  Certificate.

         (21)     Form of a letter to the Registrant's stockholders.

                                       6
SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereto duly authorized.

                                            PROGRAMMER'S PARADISE, INC.
                                            (Registrant)

                                            By: /s/ William H. Willett
                                                -------------------------------
                                                 William H. Willett
                                                 Chief Executive Officer
                                                 and Chairman of the
                                                 Board of Directors

DATE: November 18, 1999

                                       7
EXHIBIT INDEX
Sequential
    Exhibit No.                         Description                                   Page No.
    -----------                         -----------                                   --------
(4)      Rights  Agreement  between the  Registrant  and American Stock
                  Transfer & Trust Company,  Rights Agent,  dated as of November
                  18,  1999,  which  includes  as  Exhibit  B the  form of Right
                  Certificate.

         (21)     Form of a letter to the Registrant's stockholders.