content: 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: April 14, 1997
  
  
                                  
                                  
                            MERISEL, INC.
       (Exact name of registrant as specified in its charter)
                                  
                                  
                                  
  Delaware                           0-17156               95-4172359
  (State or other jurisdiction     (Commission File      (I.R.S. Employer
   of incorporation or              Number)               Identification Number)
   organization)                                       
  
  
  
  
                      200 Continental Boulevard
                     El Segundo, CA  90245-0984
              (Address of principal executive offices)
                             (Zip code)
                                  
                                  
                                  
                           (310)  615-3080
        (Registrant's telephone number, including area code)
  
                                  -1-
  
                                  
  
  <PAGE>
  Item 2.  Acquisition or Disposition of Assets
  
  On March 31, 1997, Merisel, Inc., a Delaware corporation (the
  ("Company") completed the sale of substantially all of the assets
  of its wholly-owned subsidiary Merisel FAB, Inc., a Delaware
  corporation ("Merisel FAB"),to ComputerLand Corporation
  (ComputerLand), a wholly-owned subsidiary of SYNNEX Information
  Technologies, Inc., a California corporation  ("Synnex"). Merisel
  FAB operates the Company's Franchise and Aggregation
  Business ("FAB").  The sale was effective as of March 28, 1997,
  pursuant to a Purchase Agreement (the"Purchase Agreement") dated
  January 15, 1997, as amended, among the Company, Merisel FAB, 
  Computerland and Synnex.
  
  The sale price, computed based upon the February 21,
  1997 balance sheet of Merisel FAB was approximately $31,992,000
  consisting of ComputerLand assuming $11,992,000 of trade
  payables and accrued liabilities and a $20,000,000 extended
  payable due to a third party.  As part the sale, the Company
  agreed to extend rebates to Synnex on future purchases at a
  defined rate per dollar of purchases, not to exceed $2,000,000.
  The purchase price is subject to adjustments based upon Merisel
  FAB's March 28, 1997 balance sheet.  In the quarter ended
  December 31, 1996, the Company recorded an impairment charge of
  $2,033,000 to adjust Merisel FAB's Assets to their fair value.
  
  For additional information see the  March 31, 1997 press release 
  of Merisel, Inc.,a copy of which is attached hereto as an exhibit.
  
  Item 7.   Financial Statements and Exhibits
  
  (a)  Financial Statements of Business Acquired.
       Not Applicable
  (b)  Pro Forma Financial Information
  
  The Following unaudited pro forma financial statements are filed
  with this report:
      Pro Forma Condensed Consolidated Balance 
       Sheet as of December 31, 1996................................. Page 4
      Pro Forma Condensed Consolidated Statements of Earnings:
       Year Ended December 31,1996................................... Page 5
       Year Ended December 31,1995................................... Page 6
      Notes to Unaudited Pro Forma Condensed Consolidated
       Financial Statements....................................... Pages 7-8
                 
                                  -2-
  
  <PAGE>
  
       The unaudited Pro Forma Condensed Consolidated Balance Sheet
  of the Company as of December 31, 1996 reflects the financial
  position of  the Company after giving effect to the disposition
  of substantially all of FAB as discussed in Item 2 and assumes
  the disposition took place on December 31, 1996.  The Pro Forma
  Condensed Consolidated Statements of operations for the years
  ended December 31, 1995 and December 31, 1996 assume that the
  disposition occurred on January 1, 1995 and January 1, 1996, respectively
  and are based on the operations of the Company for the years
  ended December 31, 1995 and December 31, 1996.
       The unaudited pro forma condensed consolidated financial
  statements presented herein are shown for illustrative purposes
  only and are not necessarily indicative of the future financial
  position or future results of operations of the Company, or of
  the financial position or results of operations of the Company
  that would have actually occurred had the transaction occurred as
  of the date or for the periods presented.
       The unaudited pro forma condensed consolidated financial
  statements should be read in conjunction with the historical
  financial statements and related notes of the Company.
  
   (c) Exhibits
  
             2.1 Purchase Agreement dated as of  January 15, 1997
                 by and among Merisel, Inc., Merisel FAB., Inc., Syn
                 Fab, Inc., and Synnex Information Technologies, Inc.(1)
  
             2.2 Amendment No. 1 to Asset Purchase Agreement dated
                 as of March 6, 1997. (1)
  
            99.1 Press release of Merisel, Inc. Dated
                 March 31, 1997.
  -----------------
       (1)  Incorporated herein by reference to the Annual Report
            on Form 10-K of the Company for the annual period ended
            December 28, 1996.
  
                                  -3-
  
  <PAGE>
  <TABLE>
  
                       PRO FORMA FINANCIAL INFORMATION
                        MERISEL, INC. AND SUBSIDIARIES
             UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                              (In thousands)
                                                                
  <CAPTION>
                                        Pro Forma
                                      Adjustments
                              Historical                          
                              12/31/96   FAB      Other      Pro Forma
  <S>                        <C>        <C>        <C>        <C>
  Current Assets:                                                   
  Cash & Cash Equivalents     $ 44,678                        $44,678
  Accounts Receivable (net of 
  allowances)                  168,295   $6,850(a)            161,445
  Inventories                  392,557                        392,557
  Prepaid Expenses              16,925                         16,925
  Income Taxes Receivable        2,183                          2,183
  Deferred Income Tax Benefit      482                            482
                              --------   -------   --------   -------         
    Total current assets       625,120    6,850               618,270
                                                                    
  Property and Equipment,                                        
    Net                         61,430      542(a)             60,888
                                                                    
  Cost in Excess of Net                                             
  Assets Acquired               41,724   15,374(b)             26,350
                                                        
  Other Assets                   2,765                          2,765
                              --------   --------  --------   -------
  Total Assets                 731,039   22,766               708,273
                              --------   --------  --------   ------- 
                              --------   --------  --------   -------         
  Current Liabilities:                                              
  Accounts Payable            $383,548  $25,711(a)           $357,837
  Accrued Liabilities           37,543      952(a)  4,085(c)   40,676
  Short-Term Debt                                                   
  Long-Term Debt-Current         9,084                          9,084
  Subordinated Debt-Current      4,400                          4,400
                              --------   --------  --------   ------- 
                               
    Total Current 
    Liabilities                434,575    26,663     4,085     411,997
                                                                    
  Long-Term Debt               268,079                         268,079
  Subordinated Debt             13,200                          13,200
  other Long-term Debt             188     188(a)
                             ---------   --------   --------  --------  
    Total Liabilities          716,042    26,851      4,085    693,276
                             ---------   --------   --------  -------- 
                                                                    
    Total Stockholders'                                      
     Equity                     14,997   (4,085)     (4,085)    14,997
                                                                    
  Total Liabilities and             
   Stockholders Equity        $731,039  $22,766               $708,273
                              --------  --------   ---------  --------
                              --------  --------   ---------  --------
  </TABLE>
   See accompanying notes to unaudited pro forma condensed
  consolidated financial statements.
                                  -4-
  <PAGE>                                
  <TABLE>
                           PRO FORMA FINANCIAL INFORMATION
                            MERISEL, INC. AND SUBSIDIARIES
                      UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                              STATEMENTS OF OPERATIONS 
                      FOR THE NINE MONTHS ENDED DECEMBER 31, 1996
                
                        (In Thousands, Except Per Share Data)
  <CAPTION>
                                                                 
                                  
                                     Pro Forma                  
                                    Adjustments                 
                           Historical                         
                           12/31/96     FAB (a)     Other      Pro Forma
  <S>                    <C>          <C>          <C>        <C>
                                                    
  Net Sales              $5,522,824   $1,021,310              $4,501,514
  Cost of Sales           5,233,570      984,515               4,249,055
                         ----------   ----------  ----------  ----------
  Gross Profit              289,254       36,795                 252,459
  Selling, General &                                        
   Administrative                                          
   Expenses                 295,021       33,689                 261,332
  Impairment Loss            42,033       42,033
                         ----------   ----------  ----------  ----------
  Operating Loss            (47,800)     (38,927)                 (8,873)
  Loss on Sale of                                           
   European, Mexican and                                     
   Latin American                                            
   Operations                33,455                               33,455
  Interest Expense           37,431          255                  37,176
  Other Expense              20,150           58                  20,092
                         ----------   ----------  ----------  ----------
  Loss Before Income 
   Taxes                   (138,836)     (39,240)                (99,596)
  Income Tax Provision       (1,539)         (60)                 (1,479)
                         ----------   ----------  ----------  ----------       
                                  
  Net Loss                $(140,375)    $(39,300)              $(101,075)
                         ----------   ----------  ----------  -----------      
                         ----------   ----------  ----------  -----------      
                                 
  Net Loss Per Share      $  (4.68)                           $   (3.37)
                         ----------   ----------  ----------  -----------
                         ----------   ----------  ----------  -----------
                                                 
  Weighted Average 
   Number of Shares 
   Outstanding               30,001                               30,001
                        -----------                           ----------          
                        -----------                           ----------
  </TABLE>
   See accompanying notes to unaudited pro forma condensed
  consolidated financial statements.
  
                                  -6-
  <PAGE>
  <TABLE>
                                   
                          PRO FORMA FINANCIAL INFORMATION
                                                                    
                           MERISEL, INC. AND SUBSIDIARIES
                     UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                              STATEMENTS OF OPERATIONS
                         FOR THE YEAR ENDED DECEMBER 31, 1995
              
                         (In Thousands, Except Per Share Data)
  <CAPTION>
                                                                
                                     Pro Forma                      
                                     Adjustments
                           Historical                            
                            12/31/96     FAB (a)    Other      ProForma
  <S>                     <C>         <C>         <C>        <C>
  
  Net Sales               $5,956,967  $1,141,094  $          $4,815,873
  Cost of Sales            5,633,278   1,097,673              4,535,605
                          ----------  ----------  ---------- ----------        
                                                    
  Gross Profit               323,689      43,421                280,268
  Selling, General &                                        
   Administrative                                       
   Expenses                  317,195      41,468     2,986(b)   278,713
  Impairment Losses           51,383      30,000                 21,383
  Restructuring Charge         9,333                              9,333
                          ----------  ----------  ----------- ----------
                                    
  Operating Loss             (54,222)    (28,047)    (2,986)    (29,161)
  Interest Expense            37,583       4,210                 33,373
  Other Expense               13,885         137                 13,748
                          ----------  ----------  ---------- ----------
                                    
  Loss Before Income 
   Taxes                    (105,690)    (32,394)    (2,986)    (76,282)
  Income Tax Benefit          21,779         903                 20,876
                          ----------  ----------  ---------- -----------
                                    
  Net Loss                $  (83,911) $  (31,491)  $ (2,986)  $ (55,406)
                          ----------  ----------  ---------- ----------
                          ----------  ----------  ---------- ----------
                    
  Net Loss Per Share      $   (2.82)                         $  (1.86)
                          ----------                         ----------
                          ----------                         ----------
                    
  Weighted Average Number                                           
  of Shares 
  Outstanding                29,806                             29,806
                          -----------                        ----------
                          -----------                        ----------
  </TABLE>
  See accompanying notes to unaudited pro forma condensed
  consolidated financial statements.
                                  -7-
  
  <PAGE>
  
  Notes to the Unaudited Pro Forma Condensed Consolidated Financial
                             Statements
  
  1.  General
  
  The foregoing unaudited pro forma condensed consolidated
  financial statements illustrate the effect of the sale by the
  Company of substantially all the assets of Merisel FAB, Inc. to
  ComputerLand Corporation ("ComputerLand"), a wholly owned
  subsidiary of SYNNEX Information Technologies, Inc.  ("Synnex")
  pursuant to a Purchase Agreement (the "Purchase Agreement") among
  the Company, Merisel FAB, Inc., ComputerLand, and Synnex.
  Merisel FAB operates the Company's Franchise and
  Aggregation Business ("FAB").  The sales price, if
  computed at December, 31 1996, would have been $26,850,000
  consisting of $6,850,000 of trade payable and accrued liabilites
  and a $20,000,000 extended payable due to Vanstar Corporation.
  As part of the sale, the Company agreed to extend rebates to
  Synnex on future purchases at a defined rate per dollar of
  purchases, not to exceed $2,000,000.  The sales price is subject
  to adjustments based upon the March 28, 1997 balance sheet.
  Because the Company recorded an impairment charge of $2,033,000 
  in the quarter ended December 31, 1996 to adjust Merisel FAB's 
  assets to their fair value, the recognition of this sale as of 
  December 31, 1996 would not result in a loss as follows:
  
  Purchase price                                  26,850,000
  
  Book value of FAB Assets purchased              (7,392,000)
  Value of rebates to be paid to buyer            (2,000,000)
  Intangible assets associated with FAB 
   to be written off                             (15,374,000)
  Estimated direct and other costs 
   associated with the transaction                (2,084,000)
                                                  ------------
  
  Loss on Sale of FAB                                      0
                                                  ------------
                                                  ------------
  
  2.  Pro Forma Balance Sheet Adjustments
  
  a)FAB - Represents the historical unaudited December 31, 1996
  balances for Merisel FAB for those assets transferred to, and liabilities 
  assumed by ComputerLand.
  
  b) Cost in excess of net asset acquired - Amounts relate to Merisel 
  FAB which will be written off as a result of the sale.
  
  c) Accrued Liabilities - Represents adjustments to accrue
  $2,000,000 of rebates extended to Synnex as part of the purchase
  agreement, and $2,085,000 of direct costs associated with the sale of FAB.
  
  3.  Pro Forma Income Statement Adjustments for the Year Ended
  December 31, 1996
  
  a)FAB - Represents the historical unaudited December 31, 1996
  balances for Merisel FAB which are eliminated to reflect the sale
  of Merisel FAB.
  
  4.  Pro Forma Income Statement Adjustments for the Year Ended
  December 31, 1995
  
  a)FAB - Represents the historical unaudited December 31, 1995
  balances for Merisel FAB which are eliminated to reflect the sale
  of Merisel FAB.
  
  b)Selling, General and Administrative Expenses. In 1995 certain
  corporate costs were allocated by Merisel to Merisel FAB
  (corporate overhead, administrative expenses, etc.).  It is
  likely that such costs  would not have been eliminated due to the
  sale of FAB, and are therefore added back for the purposes of
  this pro forma presentation.
  
                                  -7-                                
  <PAGE>                                
                             SIGNATURES
                                  
                                  
                                  
                                  
                                  
  Pursuant to the requirements of the Securities and Exchange Act
  of 1934, the Registrant has duly caused this report to be signed
  on its behalf by the undersigned, hereto duly authorized.
                                  
                                  
                                  
                                  
                              MERISEL, INC.
  
  
  
  
  Date:  April 14, 1997         /S/ JAMES E. ILLSON
                                ----------------------------
                                James E. Illson, Senior Vice
                                President Finance, and Chief Financial
                                Officer
                                (Duly authorized officer and
                                 principal financial officer)
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text: 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: April 14, 1997
  
                                  
                                  
                            MERISEL, INC.
       (Exact name of registrant as specified in its charter)
                                  
                                  
                                  
  Delaware                           0-17156               95-4172359
  (State or other jurisdiction     (Commission File      (I.R.S. Employer
   of incorporation or              Number)               Identification Number)
   organization)                                       
  
                      200 Continental Boulevard
                     El Segundo, CA  90245-0984
              (Address of principal executive offices)
                             (Zip code)
                                  
                                  
                                  
                           (310)  615-3080
        (Registrant's telephone number, including area code)
  
                                  -1-
  Item 2.  Acquisition or Disposition of Assets
  
  On March 31, 1997, Merisel, Inc., a Delaware corporation (the
  ("Company") completed the sale of substantially all of the assets
  of its wholly-owned subsidiary Merisel FAB, Inc., a Delaware
  corporation ("Merisel FAB"),to ComputerLand Corporation
  (ComputerLand), a wholly-owned subsidiary of SYNNEX Information
  Technologies, Inc., a California corporation  ("Synnex"). Merisel
  FAB operates the Company's Franchise and Aggregation
  Business ("FAB").  The sale was effective as of March 28, 1997,
  pursuant to a Purchase Agreement (the"Purchase Agreement") dated
  January 15, 1997, as amended, among the Company, Merisel FAB, 
  Computerland and Synnex.
  
  The sale price, computed based upon the February 21,
  1997 balance sheet of Merisel FAB was approximately $31,992,000
  consisting of ComputerLand assuming $11,992,000 of trade
  payables and accrued liabilities and a $20,000,000 extended
  payable due to a third party.  As part the sale, the Company
  agreed to extend rebates to Synnex on future purchases at a
  defined rate per dollar of purchases, not to exceed $2,000,000.
  The purchase price is subject to adjustments based upon Merisel
  FAB's March 28, 1997 balance sheet.  In the quarter ended
  December 31, 1996, the Company recorded an impairment charge of
  $2,033,000 to adjust Merisel FAB's Assets to their fair value.
  
  For additional information see the  March 31, 1997 press release 
  of Merisel, Inc.,a copy of which is attached hereto as an exhibit.
  
  Item 7.   Financial Statements and Exhibits
  
  (a)  Financial Statements of Business Acquired.
       Not Applicable
  (b)  Pro Forma Financial Information
  
  The Following unaudited pro forma financial statements are filed
  with this report:
      Pro Forma Condensed Consolidated Balance 
       Sheet as of December 31, 1996................................. Page 4
      Pro Forma Condensed Consolidated Statements of Earnings:
       Year Ended December 31,1996................................... Page 5
       Year Ended December 31,1995................................... Page 6
      Notes to Unaudited Pro Forma Condensed Consolidated
       Financial Statements....................................... Pages 7-8
                 
                                  -2-
  The unaudited Pro Forma Condensed Consolidated Balance Sheet
  of the Company as of December 31, 1996 reflects the financial
  position of  the Company after giving effect to the disposition
  of substantially all of FAB as discussed in Item 2 and assumes
  the disposition took place on December 31, 1996.  The Pro Forma
  Condensed Consolidated Statements of operations for the years
  ended December 31, 1995 and December 31, 1996 assume that the
  disposition occurred on January 1, 1995 and January 1, 1996, respectively
  and are based on the operations of the Company for the years
  ended December 31, 1995 and December 31, 1996.
       The unaudited pro forma condensed consolidated financial
  statements presented herein are shown for illustrative purposes
  only and are not necessarily indicative of the future financial
  position or future results of operations of the Company, or of
  the financial position or results of operations of the Company
  that would have actually occurred had the transaction occurred as
  of the date or for the periods presented.
       The unaudited pro forma condensed consolidated financial
  statements should be read in conjunction with the historical
  financial statements and related notes of the Company.
  
   (c) Exhibits
  
             2.1 Purchase Agreement dated as of  January 15, 1997
                 by and among Merisel, Inc., Merisel FAB., Inc., Syn
                 Fab, Inc., and Synnex Information Technologies, Inc.(1)
  
             2.2 Amendment No. 1 to Asset Purchase Agreement dated
                 as of March 6, 1997. (1)
  
            99.1 Press release of Merisel, Inc. Dated
                 March 31, 1997.
  -----------------
       (1)  Incorporated herein by reference to the Annual Report
            on Form 10-K of the Company for the annual period ended
            December 28, 1996.
  
                                  -3-
  PRO FORMA FINANCIAL INFORMATION
                        MERISEL, INC. AND SUBSIDIARIES
             UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                              (In thousands)
  Pro Forma
                                      Adjustments
                              Historical                          
                              12/31/96   FAB      Other      Pro Forma
  Current Assets:                                                   
  Cash & Cash Equivalents     $ 44,678                        $44,678
  Accounts Receivable (net of 
  allowances)                  168,295   $6,850(a)            161,445
  Inventories                  392,557                        392,557
  Prepaid Expenses              16,925                         16,925
  Income Taxes Receivable        2,183                          2,183
  Deferred Income Tax Benefit      482                            482
                              --------   -------   --------   -------         
    Total current assets       625,120    6,850               618,270
                                                                    
  Property and Equipment,                                        
    Net                         61,430      542(a)             60,888
                                                                    
  Cost in Excess of Net                                             
  Assets Acquired               41,724   15,374(b)             26,350
                                                        
  Other Assets                   2,765                          2,765
                              --------   --------  --------   -------
  Total Assets                 731,039   22,766               708,273
                              --------   --------  --------   ------- 
                              --------   --------  --------   -------         
  Current Liabilities:                                              
  Accounts Payable            $383,548  $25,711(a)           $357,837
  Accrued Liabilities           37,543      952(a)  4,085(c)   40,676
  Short-Term Debt                                                   
  Long-Term Debt-Current         9,084                          9,084
  Subordinated Debt-Current      4,400                          4,400
                              --------   --------  --------   ------- 
                               
    Total Current 
    Liabilities                434,575    26,663     4,085     411,997
                                                                    
  Long-Term Debt               268,079                         268,079
  Subordinated Debt             13,200                          13,200
  other Long-term Debt             188     188(a)
                             ---------   --------   --------  --------  
    Total Liabilities          716,042    26,851      4,085    693,276
                             ---------   --------   --------  -------- 
                                                                    
    Total Stockholders'                                      
     Equity                     14,997   (4,085)     (4,085)    14,997
                                                                    
  Total Liabilities and             
   Stockholders Equity        $731,039  $22,766               $708,273
                              --------  --------   ---------  --------
                              --------  --------   ---------  --------
  See accompanying notes to unaudited pro forma condensed
  consolidated financial statements.
                                  -4-
  PRO FORMA FINANCIAL INFORMATION
                            MERISEL, INC. AND SUBSIDIARIES
                      UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                              STATEMENTS OF OPERATIONS 
                      FOR THE NINE MONTHS ENDED DECEMBER 31, 1996
                
                        (In Thousands, Except Per Share Data)
  Pro Forma                  
                                    Adjustments                 
                           Historical                         
                           12/31/96     FAB (a)     Other      Pro Forma
  Net Sales              $5,522,824   $1,021,310              $4,501,514
  Cost of Sales           5,233,570      984,515               4,249,055
                         ----------   ----------  ----------  ----------
  Gross Profit              289,254       36,795                 252,459
  Selling, General &                                        
   Administrative                                          
   Expenses                 295,021       33,689                 261,332
  Impairment Loss            42,033       42,033
                         ----------   ----------  ----------  ----------
  Operating Loss            (47,800)     (38,927)                 (8,873)
  Loss on Sale of                                           
   European, Mexican and                                     
   Latin American                                            
   Operations                33,455                               33,455
  Interest Expense           37,431          255                  37,176
  Other Expense              20,150           58                  20,092
                         ----------   ----------  ----------  ----------
  Loss Before Income 
   Taxes                   (138,836)     (39,240)                (99,596)
  Income Tax Provision       (1,539)         (60)                 (1,479)
                         ----------   ----------  ----------  ----------       
                                  
  Net Loss                $(140,375)    $(39,300)              $(101,075)
                         ----------   ----------  ----------  -----------      
                         ----------   ----------  ----------  -----------      
                                 
  Net Loss Per Share      $  (4.68)                           $   (3.37)
                         ----------   ----------  ----------  -----------
                         ----------   ----------  ----------  -----------
                                                 
  Weighted Average 
   Number of Shares 
   Outstanding               30,001                               30,001
                        -----------                           ----------          
                        -----------                           ----------
  See accompanying notes to unaudited pro forma condensed
  consolidated financial statements.
  
                                  -6-
  PRO FORMA FINANCIAL INFORMATION
                                                                    
                           MERISEL, INC. AND SUBSIDIARIES
                     UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                              STATEMENTS OF OPERATIONS
                         FOR THE YEAR ENDED DECEMBER 31, 1995
              
                         (In Thousands, Except Per Share Data)
  Pro Forma                      
                                     Adjustments
                           Historical                            
                            12/31/96     FAB (a)    Other      ProForma
  Net Sales               $5,956,967  $1,141,094  $          $4,815,873
  Cost of Sales            5,633,278   1,097,673              4,535,605
                          ----------  ----------  ---------- ----------        
                                                    
  Gross Profit               323,689      43,421                280,268
  Selling, General &                                        
   Administrative                                       
   Expenses                  317,195      41,468     2,986(b)   278,713
  Impairment Losses           51,383      30,000                 21,383
  Restructuring Charge         9,333                              9,333
                          ----------  ----------  ----------- ----------
                                    
  Operating Loss             (54,222)    (28,047)    (2,986)    (29,161)
  Interest Expense            37,583       4,210                 33,373
  Other Expense               13,885         137                 13,748
                          ----------  ----------  ---------- ----------
                                    
  Loss Before Income 
   Taxes                    (105,690)    (32,394)    (2,986)    (76,282)
  Income Tax Benefit          21,779         903                 20,876
                          ----------  ----------  ---------- -----------
                                    
  Net Loss                $  (83,911) $  (31,491)  $ (2,986)  $ (55,406)
                          ----------  ----------  ---------- ----------
                          ----------  ----------  ---------- ----------
                    
  Net Loss Per Share      $   (2.82)                         $  (1.86)
                          ----------                         ----------
                          ----------                         ----------
                    
  Weighted Average Number                                           
  of Shares 
  Outstanding                29,806                             29,806
                          -----------                        ----------
                          -----------                        ----------
  See accompanying notes to unaudited pro forma condensed
  consolidated financial statements.
                                  -7-
  Notes to the Unaudited Pro Forma Condensed Consolidated Financial
                             Statements
  
  1.  General
  
  The foregoing unaudited pro forma condensed consolidated
  financial statements illustrate the effect of the sale by the
  Company of substantially all the assets of Merisel FAB, Inc. to
  ComputerLand Corporation ("ComputerLand"), a wholly owned
  subsidiary of SYNNEX Information Technologies, Inc.  ("Synnex")
  pursuant to a Purchase Agreement (the "Purchase Agreement") among
  the Company, Merisel FAB, Inc., ComputerLand, and Synnex.
  Merisel FAB operates the Company's Franchise and
  Aggregation Business ("FAB").  The sales price, if
  computed at December, 31 1996, would have been $26,850,000
  consisting of $6,850,000 of trade payable and accrued liabilites
  and a $20,000,000 extended payable due to Vanstar Corporation.
  As part of the sale, the Company agreed to extend rebates to
  Synnex on future purchases at a defined rate per dollar of
  purchases, not to exceed $2,000,000.  The sales price is subject
  to adjustments based upon the March 28, 1997 balance sheet.
  Because the Company recorded an impairment charge of $2,033,000 
  in the quarter ended December 31, 1996 to adjust Merisel FAB's 
  assets to their fair value, the recognition of this sale as of 
  December 31, 1996 would not result in a loss as follows:
  
  Purchase price                                  26,850,000
  
  Book value of FAB Assets purchased              (7,392,000)
  Value of rebates to be paid to buyer            (2,000,000)
  Intangible assets associated with FAB 
   to be written off                             (15,374,000)
  Estimated direct and other costs 
   associated with the transaction                (2,084,000)
                                                  ------------
  
  Loss on Sale of FAB                                      0
                                                  ------------
                                                  ------------
  
  2.  Pro Forma Balance Sheet Adjustments
  
  a)FAB - Represents the historical unaudited December 31, 1996
  balances for Merisel FAB for those assets transferred to, and liabilities 
  assumed by ComputerLand.
  
  b) Cost in excess of net asset acquired - Amounts relate to Merisel 
  FAB which will be written off as a result of the sale.
  
  c) Accrued Liabilities - Represents adjustments to accrue
  $2,000,000 of rebates extended to Synnex as part of the purchase
  agreement, and $2,085,000 of direct costs associated with the sale of FAB.
  
  3.  Pro Forma Income Statement Adjustments for the Year Ended
  December 31, 1996
  
  a)FAB - Represents the historical unaudited December 31, 1996
  balances for Merisel FAB which are eliminated to reflect the sale
  of Merisel FAB.
  
  4.  Pro Forma Income Statement Adjustments for the Year Ended
  December 31, 1995
  
  a)FAB - Represents the historical unaudited December 31, 1995
  balances for Merisel FAB which are eliminated to reflect the sale
  of Merisel FAB.
  
  b)Selling, General and Administrative Expenses. In 1995 certain
  corporate costs were allocated by Merisel to Merisel FAB
  (corporate overhead, administrative expenses, etc.).  It is
  likely that such costs  would not have been eliminated due to the
  sale of FAB, and are therefore added back for the purposes of
  this pro forma presentation.
  
                                  -7-
  SIGNATURES
                                  
                                  
                                  
                                  
                                  
  Pursuant to the requirements of the Securities and Exchange Act
  of 1934, the Registrant has duly caused this report to be signed
  on its behalf by the undersigned, hereto duly authorized.
                                  
                                  
                                  
                                  
                              MERISEL, INC.
  
  Date:  April 14, 1997         /S/ JAMES E. ILLSON
                                ----------------------------
                                James E. Illson, Senior Vice
                                President Finance, and Chief Financial
                                Officer
                                (Duly authorized officer and
                                 principal financial officer)