content: UNITED STATES
                     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 (Date of earliest event reported): December 24, 2004
  
                                  MERISEL, INC.
              (Exact name of registrant as specified in its charter)
  
                  Delaware             01-17156            95-4172359
               (State or other        (Commission       (I. R. S. Employer
               jurisdiction  of       File Number)      identification No.)
                incorporation)
  
                      1500 Hughes Way                90810
                  Long Beach, California           (Zip Code)
                   (Address of principal
                    executive offices)
                           __________________________
  
       Registrant's telephone number, including area code: (310) 615-3080
  
  Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
  simultaneously satisfy the filing obligations of the registrant under any of the
  following provisions (see General Instruction A.2. below):
  
  ___Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)
  ___Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)
  ___Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
     Act (17 CFR 240.14d-2(b))
  ___Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
     Act (17 CFR 240.13e-4(c))
  
  
  <PAGE>
  
                      INFORMATION TO BE INCLUDED IN THE REPORT
  Item 1.01.  Entry into a Material Definitive Agreement.
  
  1. Color Edge and Comp 24 Transactions.  On December 24, 2004, Merisel,  Inc., a
  Delaware corporation ("Merisel" or the "Company"),  signed a definitive purchase
  agreement   to  acquire,   through  an   indirectly   wholly-owned   subsidiary,
  substantially  all of the assets of Color Edge,  Inc.  ("CE").  CE is a New York
  based commercial  photographic and digital imaging company that provides custom,
  made-to-order products primarily for consumer product companies and professional
  photographers from the fashion,  retail and editorial worlds. The purchase price
  provided  consists  of  $3,000,000  in cash and an  additional  amount  of up to
  approximately  $2,000,000 over a three-year  period  commencing  January 1, 2005
  provided CE's EBITDA, net of capital  expenditures,  exceeds certain agreed upon
  thresholds.
  
  On December 24, 2004, the Company has signed a definitive  purchase agreement to
  acquire, through a third indirectly wholly-owned  subsidiary,  substantially all
  of the operating assets of each of Color Edge Visual, Inc.  ("Visual"),  and its
  wholly-owned  subsidiary,  Photobition New York, Inc.  ("PBNY" and  collectively
  with Visual,  "CEV"),  a New York-based  commercial  graphic  communication  and
  imaging company that provides digital retouching services,  large format digital
  photographic output,  inkjet and digital printing services,  photo-finishing and
  exhibits and display  solutions.  The purchase  price consists of $23,344,500 in
  cash  and  an  additional  amount  of  up to  approximately  $3,400,000  over  a
  three-year  period  commencing  January 1, 2005,  provided CEV's EBITDA,  net of
  capital expenditures, exceeds certain agreed upon thresholds.
  
  On December 24, 2004, the Company also signed a definitive purchase agreement to
  acquire, through another indirectly wholly-owned  subsidiary,  substantially all
  of the  assets  of  Comp  24,  LLC  ("Comp  24").  Comp 24 is a New  York  based
  commercial  prototype  company that provides  consumer  products  companies with
  prototypes,   samples,  props  and  color  corrected  packaging  and  end-to-end
  services,  such as file editing, film separation,  printing,  air brushing,  die
  cutting, foil stamping, embossing and lamination. The purchase price consists of
  $11,209,528  in  cash  and  an  additional  amount  of up to  $1,630,932  over a
  three-year period commencing  January 1, 2005 provided Comp 24's EBITDA,  net of
  capital  expenditures,  exceeds  certain  agreed upon  thresholds.  The Company,
  through  its  indirectly  wholly-owned  subsidiary,  also would  assume  certain
  obligations  for borrowed money and capital lease  obligations of Comp 24 in the
  approximate  amount of $1,000,000 plus trade accruals and trade payables of Comp
  24.
  
  With respect to the purchase  agreements between the Company and each of CEV and
  CE only, the Company,  through its indirectly wholly-owned  subsidiaries,  would
  assume certain  obligations for borrowed money and capital lease  obligations of
  CE and CEV combined in the approximate aggregate amount of $9,000,000 plus trade
  accruals and trade payables of CE and CEV combined.  Additionally,  with respect
  to the purchase  agreement with CEV only, the Company would also be obligated to
  reimburse  CEV in an amount up to  $2,000,000  for tax  liabilities  incurred by
  CEV's  shareholders as a result of structuring the sale of CEV's business to the
  Company as an asset sale rather than a sale of CEV's capital stock.
  
  The aggregate cash  consideration to be paid to each of CE, CEV and Comp 24 will
  be  subject to  adjustment  based on the  difference,  if any,  between  the net
  working  capital of each  company at closing  and  certain  agreed  upon  target
  amounts. A portion of the cash consideration payable to each target company will
  be held in escrow until earlier of the  completion of the fiscal  year-end audit
  for each target company for 2004 and 2005 and May 15, 2006.
  
  These  acquisitions  are  expected  to  close  during  the  first  half of 2005.
  Consummation of the acquisitions contemplated by each of the purchase agreements
  remain subject to a number of closing conditions,  including receipt of consents
  to  the  assignment  of  material  contracts,   governmental   consents  to  the
  transactions, delivery of all permits and licenses required for the continuation
  of the  business,  renegotiation  of assumed  debt  obligations,  completion  of
  satisfactory  due  diligence,  sellers  delivery  of certain  audited  financial
  statements,  delivery of certain legal opinions,  delivery of consents  required
  for the Company to assume certain benefit plans,  sellers  releases of severance
  liabilities,  agreement  with  Lexington  Black and White,  Inc.  regarding  its
  cessation   of  use  of   assets   acquired   by  the   Company,   environmental
  implementation,  internal controls,  sellers  achievement of certain agreed upon
  minimum EBITDA,  net working  capital,  net assets and minimum cash  thresholds,
  delivery  of certain  agreements  and  documents  referenced  in the  disclosure
  schedules and the satisfaction or waiver of other customary closing  conditions.
  Each of the purchase  agreements  may be  terminated  by mutual  agreement or by
  either  party in the event that the other party has  materially  breached  their
  representations,  warranties or covenants  thereunder or the closing  conditions
  set forth therein are not waived or satisfied by the parties in accordance  with
  their  terms on or prior to March 31, 2005 or if a final,  non-appealable  court
  order,  decree or judgment is rendered  against any party enjoining or declaring
  illegal the transactions contemplated thereunder. There can be no assurance that
  the  closing  conditions  will  be  satisfied  or  that  some  or all  of  these
  transactions will be consummated.
  
  Each of the foregoing purchase agreements contains customary representations and
  warranties  common to the  acquisitions of the kind  contemplated  thereby.  The
  selling  companies and their  respective  shareholders  have agreed to indemnify
  
  <PAGE>
  
  Merisel and its wholly-owned  purchaser subsidiaries for any and all breaches of
  such  selling   companies'  and  shareholders'   breaches  of   representations,
  warranties and covenants and liabilities  incurred but not assumed by Merisel or
  its purchaser  subsidiaries  under the purchase  agreements,  in each case,  for
  various time periods.
  
  Upon the closing of the acquisitions,  certain of CE, Visual, PBNY and Comp 24's
  employees  will  enter  into  employment  agreements  with  Merisel's  purchaser
  subsidiaries.  In  addition,  CE,  Visual,  PBNY,  Comp  24,  and  each of their
  respective  shareholders,  will enter into non-competition,  confidentiality and
  non-solicitation agreements with such purchaser subsidiaries.  The execution and
  delivery of such employment agreements and non-competition,  confidentiality and
  non-solicitation agreements are closing conditions for each purchase agreement.
  
  The press  release of the  Company,  dated  December 20,  2004,  announcing  the
  signing of the  purchase  agreements  is filed  herewith as Exhibit  99.1 and is
  incorporated herein by reference.
  
  2.  Risk  Factors.  As of the  date of this  filing,  Merisel's  assets  consist
  primarily  of cash and cash  equivalents  and as such it is not exposed to risks
  associated with operating  businesses.  A substantial  portion of Merisel's cash
  will be used to make the CE, CEV and PBNY  (together,  "Color Edge") and Comp 24
  acquisitions.  The acquisitions of Color Edge and Comp 24 will expose Merisel to
  certain  risks  relating  to those  businesses  which  will  affect  the  future
  operations and  performance  of Merisel on a consolidated  basis and the trading
  price of its stock. These risks include the following:
  
  Past  financial  results are not  necessarily  meaningful  indicators  of future
  operating results
  
  Each of Color Edge, Comp 24 and Merisel believes that its past financial results
  are not necessarily meaningful indicators of the future operating results of the
  combined  company  and  should  not be  relied  on as an  indication  of  future
  performance.  Merisel's quarterly operating results have varied substantially in
  the past and those of the combined company may vary  substantially in the future
  depending  upon a number of factors  including  those  described in this report,
  including  many that are beyond the combined  company's  control.  Neither Color
  Edge, Comp 24 nor Merisel can be certain that it will successfully  manage these
  risks or that the business  strategy of the combined company will be successful.
  If the combined  company  fails to  adequately  address any one or more of these
  risks or difficulties, its business would likely suffer.
  
  Color Edge,  Comp 24 and Merisel have  experienced  losses in the past,  and the
  combined company may experience losses in the future
  
  Color Edge, Comp 24 and Merisel have experienced losses in the past. Color Edge,
  Comp 24 and Merisel expect that Merisel, as the combined company,  will continue
  to incur  significant  sales and marketing  and  administrative  expenses.  As a
  result, the combined company will need to generate significant revenue and gross
  margin to maintain profitability. Neither Color Edge nor Comp 24 nor Merisel can
  be certain that Merisel will achieve and maintain  profitability  in the future.
  Any decline in revenue and gross margin as the combined  company  implements its
  product and distribution strategies would adversely affect its business.
  
  Color Edge's and Comp 24's  internal  controls  are not of a caliber  typical to
  public  companies  and their  revenue and  operating  results may be  materially
  different  than  currently  reported
  
  Neither Color Edge nor Comp 24 have the internal  controls  required of a public
  company.  Effective controls are necessary for Color Edge and Comp 24 to provide
  reliable financial reports and effectively  prevent fraud. If Color Edge or Comp
  24 cannot provide reliable  financial reports or prevent fraud, its goodwill and
  operating  results could be harmed.  Any failure to implement  required internal
  controls, or difficulties encountered in their implementation,  could harm Color
  Edge's and/or Comp 24's  operating  results or cause Merisel to fail to meet its
  reporting  obligations.  Inadequate internal controls could also cause investors
  to lose  confidence in Merisel's  reported  financial  information,  which could
  adversely affect the trading price of Merisel's stock.
  
  All of Color Edge's and Comp 24's financial  statements have not been audited by
  independent  accountants
  
  All of Color Edge's and Comp 24's financial statements have not been audited and
  there is a possibility  that the audit which will be conducted  after signing of
  the transaction will result in financial results materially different from Color
  Edge's and Comp 24's unaudited results.
  
  Color Edge's and Comp 24's  performance is dependent upon its senior  management
  and key sales  personnel
  
  Both Color Edge and Comp 24 are  dependent  upon the  performance  of members of
  their respective senior management and, in the case of Color Edge, its key sales
  personnel.  If  either  company  were to  lose  the  services  of  their  senior
  management,  such a loss could have a material adverse effect on the business of
  such company and therefore on the financial performance of Merisel.
  
  <PAGE>
  
  Neither Color Edge nor Comp 24 has long-term agreements with customers
  
  The digital imaging and commercial prototype business is generally characterized
  by  individual  orders from  clients on a  project-by-project  basis rather than
  long-term  supply  contracts.  Continued  engagements  for  successive  jobs are
  primarily  dependent upon the client's  satisfaction  with products and services
  previously   provided.   Neither   Color  Edge  nor  Comp  24  has   established
  long-standing  relationships  with their respective  clients.  They each believe
  their  reputation for quality  service is excellent.  Color Edge and Comp 24 are
  not able to predict  with  certainty  the volume of its  business in the near or
  distant  future.  Accordingly,  a failure  to adjust  Color  Edge's or Comp 24's
  operations due to changing market  conditions or failure to accurately  estimate
  demand for its  products  and  services  could  adversely  affect its  operating
  results.
  
  If Color Edge or Comp 24 is unable to rapidly and successfully  develop new ways
  of providing  services and new products,  respectively,  some of its services or
  products,  as applicable,  may become  obsolete and its operating  results could
  suffer
  
  Color  Edge's  services  and the  equipment  that it employs in  delivering  its
  services  and Comp 24's  products  and the  equipment  that it  employs  for the
  manufacturing  of such  products are subject to rapid  technological  change and
  rapid  obsolescence.  The success of Color Edge and Comp 24 has in part depended
  on its  ability to develop  and  exploit  emerging  technologies  in the digital
  imaging and commercial  prototype  industry.  New technologies may also have the
  effect of lessening Color Edge's and Comp 24's current technological advantages.
  Color Edge's and Comp 24's businesses may be adversely  affected if it is unable
  to keep pace with relevant changes or if the technologies  that it adopts do not
  receive  widespread market  acceptance.  Any such adverse effect on Color Edge's
  and Comp 24's  businesses  could adversely  impact the financial  performance of
  Merisel.
  
  
  Color  Edge's and Comp 24's  industry is highly  competitive  and Color Edge and
  Comp 24 may not be able to effectively compete
  
  The market for digital  imaging  services and commercial  prototype  products is
  highly fragmented, with national and regional participants.  Color Edge and Comp
  24 face,  and will  continue  to face,  competition  in its  business  from many
  sources,  including national and regional companies,  some of which have greater
  financial,  marketing  and  other  resources  than  Color  Edge and Comp 24.  In
  addition,  many local and regional  firms  specializing  in particular  industry
  segments  compete  on  the  basis  of  established  long-term  relationships  or
  specialized knowledge of such segments. The introduction of new technologies may
  also lead to increased  in-house  production of digital  imaging and  commercial
  prototype  work by Color Edge's and Comp 24's clients,  or create lower barriers
  to entry so as to permit other firms to provide competing products and services.
  There can be no  assurance  that  competitors  will not  introduce  services  or
  products that achieve  greater market  acceptance  than, or are  technologically
  superior  to,  Color  Edge's  and  Comp  24's  product  and  service  offerings.
  Competitors  and  future  competitors  have or may have more  extensive  digital
  imaging,  commercial prototype or other capabilities,  more extensive experience
  and greater  financial,  marketing and other  resources than Color Edge and Comp
  24. This increased competition may intensify pressure on Merisel's pricing model
  and could have a material adverse effect on Merisel's revenues.
  
  The integration process may disrupt the combined company's business,  operations
  and internal  resources
  
  The   integration  of  Color  Edge,   Comp  24  and  Merisel  will  be  complex,
  time-consuming and expensive and may disrupt the combined company's business and
  operations.  In  addition,  the  integration  process  may strain  the  combined
  company's   financial  and  managerial   controls  and  reporting   systems  and
  procedures.  This may  result  in the  diversion  of  management  and  financial
  resources from the combined company's core business objectives.  There can be no
  assurance that Color Edge,  Comp 24 and Merisel will  successfully  integrate or
  that the combined  company will realize any of the  anticipated  benefits of the
  acquisitions.
  
  
  <PAGE>
  
  
  Item 9.01  Financial Statements and Exhibits.
  
       (c)  Exhibits.
  
  <TABLE>
  <CAPTION>
  
              Exhibit
               Number      Description
              <S>          <C>
                99.1       Press release of Merisel, Inc. dated December 28, 2004
  </TABLE>
  
  <PAGE>
  
                                  SIGNATURES
  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, hereunto duly authorized.
  
  
                                     MERISEL, INC.
  
  Date:  December 28, 2004           By: /s/ Allyson Vanderford
                                        ------------------------------
                                     Name:  Allyson Vanderford
                                     Title: Vice President, Finance and Treasurer
  
  <PAGE>
  
                                 EXHIBIT INDEX
  <TABLE>
  <CAPTION>
  
        Exhibit No.        Exhibit Description
        <S>                <C>
  
        99.1               Press release of Merisel, Inc. dated December 28, 2004
  
  </TABLE>
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text: UNITED STATES
                     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 (Date of earliest event reported): December 24, 2004
  
                                  MERISEL, INC.
              (Exact name of registrant as specified in its charter)
  
                  Delaware             01-17156            95-4172359
               (State or other        (Commission       (I. R. S. Employer
               jurisdiction  of       File Number)      identification No.)
                incorporation)
  
                      1500 Hughes Way                90810
                  Long Beach, California           (Zip Code)
                   (Address of principal
                    executive offices)
                           __________________________
  
       Registrant's telephone number, including area code: (310) 615-3080
  
  Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
  simultaneously satisfy the filing obligations of the registrant under any of the
  following provisions (see General Instruction A.2. below):
  
  ___Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)
  ___Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)
  ___Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
     Act (17 CFR 240.14d-2(b))
  ___Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
     Act (17 CFR 240.13e-4(c))
  INFORMATION TO BE INCLUDED IN THE REPORT
  Item 1.01.  Entry into a Material Definitive Agreement.
  
  1. Color Edge and Comp 24 Transactions.  On December 24, 2004, Merisel,  Inc., a
  Delaware corporation ("Merisel" or the "Company"),  signed a definitive purchase
  agreement   to  acquire,   through  an   indirectly   wholly-owned   subsidiary,
  substantially  all of the assets of Color Edge,  Inc.  ("CE").  CE is a New York
  based commercial  photographic and digital imaging company that provides custom,
  made-to-order products primarily for consumer product companies and professional
  photographers from the fashion,  retail and editorial worlds. The purchase price
  provided  consists  of  $3,000,000  in cash and an  additional  amount  of up to
  approximately  $2,000,000 over a three-year  period  commencing  January 1, 2005
  provided CE's EBITDA, net of capital  expenditures,  exceeds certain agreed upon
  thresholds.
  
  On December 24, 2004, the Company has signed a definitive  purchase agreement to
  acquire, through a third indirectly wholly-owned  subsidiary,  substantially all
  of the operating assets of each of Color Edge Visual, Inc.  ("Visual"),  and its
  wholly-owned  subsidiary,  Photobition New York, Inc.  ("PBNY" and  collectively
  with Visual,  "CEV"),  a New York-based  commercial  graphic  communication  and
  imaging company that provides digital retouching services,  large format digital
  photographic output,  inkjet and digital printing services,  photo-finishing and
  exhibits and display  solutions.  The purchase  price consists of $23,344,500 in
  cash  and  an  additional  amount  of  up to  approximately  $3,400,000  over  a
  three-year  period  commencing  January 1, 2005,  provided CEV's EBITDA,  net of
  capital expenditures, exceeds certain agreed upon thresholds.
  
  On December 24, 2004, the Company also signed a definitive purchase agreement to
  acquire, through another indirectly wholly-owned  subsidiary,  substantially all
  of the  assets  of  Comp  24,  LLC  ("Comp  24").  Comp 24 is a New  York  based
  commercial  prototype  company that provides  consumer  products  companies with
  prototypes,   samples,  props  and  color  corrected  packaging  and  end-to-end
  services,  such as file editing, film separation,  printing,  air brushing,  die
  cutting, foil stamping, embossing and lamination. The purchase price consists of
  $11,209,528  in  cash  and  an  additional  amount  of up to  $1,630,932  over a
  three-year period commencing  January 1, 2005 provided Comp 24's EBITDA,  net of
  capital  expenditures,  exceeds  certain  agreed upon  thresholds.  The Company,
  through  its  indirectly  wholly-owned  subsidiary,  also would  assume  certain
  obligations  for borrowed money and capital lease  obligations of Comp 24 in the
  approximate  amount of $1,000,000 plus trade accruals and trade payables of Comp
  24.
  
  With respect to the purchase  agreements between the Company and each of CEV and
  CE only, the Company,  through its indirectly wholly-owned  subsidiaries,  would
  assume certain  obligations for borrowed money and capital lease  obligations of
  CE and CEV combined in the approximate aggregate amount of $9,000,000 plus trade
  accruals and trade payables of CE and CEV combined.  Additionally,  with respect
  to the purchase  agreement with CEV only, the Company would also be obligated to
  reimburse  CEV in an amount up to  $2,000,000  for tax  liabilities  incurred by
  CEV's  shareholders as a result of structuring the sale of CEV's business to the
  Company as an asset sale rather than a sale of CEV's capital stock.
  
  The aggregate cash  consideration to be paid to each of CE, CEV and Comp 24 will
  be  subject to  adjustment  based on the  difference,  if any,  between  the net
  working  capital of each  company at closing  and  certain  agreed  upon  target
  amounts. A portion of the cash consideration payable to each target company will
  be held in escrow until earlier of the  completion of the fiscal  year-end audit
  for each target company for 2004 and 2005 and May 15, 2006.
  
  These  acquisitions  are  expected  to  close  during  the  first  half of 2005.
  Consummation of the acquisitions contemplated by each of the purchase agreements
  remain subject to a number of closing conditions,  including receipt of consents
  to  the  assignment  of  material  contracts,   governmental   consents  to  the
  transactions, delivery of all permits and licenses required for the continuation
  of the  business,  renegotiation  of assumed  debt  obligations,  completion  of
  satisfactory  due  diligence,  sellers  delivery  of certain  audited  financial
  statements,  delivery of certain legal opinions,  delivery of consents  required
  for the Company to assume certain benefit plans,  sellers  releases of severance
  liabilities,  agreement  with  Lexington  Black and White,  Inc.  regarding  its
  cessation   of  use  of   assets   acquired   by  the   Company,   environmental
  implementation,  internal controls,  sellers  achievement of certain agreed upon
  minimum EBITDA,  net working  capital,  net assets and minimum cash  thresholds,
  delivery  of certain  agreements  and  documents  referenced  in the  disclosure
  schedules and the satisfaction or waiver of other customary closing  conditions.
  Each of the purchase  agreements  may be  terminated  by mutual  agreement or by
  either  party in the event that the other party has  materially  breached  their
  representations,  warranties or covenants  thereunder or the closing  conditions
  set forth therein are not waived or satisfied by the parties in accordance  with
  their  terms on or prior to March 31, 2005 or if a final,  non-appealable  court
  order,  decree or judgment is rendered  against any party enjoining or declaring
  illegal the transactions contemplated thereunder. There can be no assurance that
  the  closing  conditions  will  be  satisfied  or  that  some  or all  of  these
  transactions will be consummated.
  
  Each of the foregoing purchase agreements contains customary representations and
  warranties  common to the  acquisitions of the kind  contemplated  thereby.  The
  selling  companies and their  respective  shareholders  have agreed to indemnify
  Merisel and its wholly-owned  purchaser subsidiaries for any and all breaches of
  such  selling   companies'  and  shareholders'   breaches  of   representations,
  warranties and covenants and liabilities  incurred but not assumed by Merisel or
  its purchaser  subsidiaries  under the purchase  agreements,  in each case,  for
  various time periods.
  
  Upon the closing of the acquisitions,  certain of CE, Visual, PBNY and Comp 24's
  employees  will  enter  into  employment  agreements  with  Merisel's  purchaser
  subsidiaries.  In  addition,  CE,  Visual,  PBNY,  Comp  24,  and  each of their
  respective  shareholders,  will enter into non-competition,  confidentiality and
  non-solicitation agreements with such purchaser subsidiaries.  The execution and
  delivery of such employment agreements and non-competition,  confidentiality and
  non-solicitation agreements are closing conditions for each purchase agreement.
  
  The press  release of the  Company,  dated  December 20,  2004,  announcing  the
  signing of the  purchase  agreements  is filed  herewith as Exhibit  99.1 and is
  incorporated herein by reference.
  
  2.  Risk  Factors.  As of the  date of this  filing,  Merisel's  assets  consist
  primarily  of cash and cash  equivalents  and as such it is not exposed to risks
  associated with operating  businesses.  A substantial  portion of Merisel's cash
  will be used to make the CE, CEV and PBNY  (together,  "Color Edge") and Comp 24
  acquisitions.  The acquisitions of Color Edge and Comp 24 will expose Merisel to
  certain  risks  relating  to those  businesses  which  will  affect  the  future
  operations and  performance  of Merisel on a consolidated  basis and the trading
  price of its stock. These risks include the following:
  
  Past  financial  results are not  necessarily  meaningful  indicators  of future
  operating results
  
  Each of Color Edge, Comp 24 and Merisel believes that its past financial results
  are not necessarily meaningful indicators of the future operating results of the
  combined  company  and  should  not be  relied  on as an  indication  of  future
  performance.  Merisel's quarterly operating results have varied substantially in
  the past and those of the combined company may vary  substantially in the future
  depending  upon a number of factors  including  those  described in this report,
  including  many that are beyond the combined  company's  control.  Neither Color
  Edge, Comp 24 nor Merisel can be certain that it will successfully  manage these
  risks or that the business  strategy of the combined company will be successful.
  If the combined  company  fails to  adequately  address any one or more of these
  risks or difficulties, its business would likely suffer.
  
  Color Edge,  Comp 24 and Merisel have  experienced  losses in the past,  and the
  combined company may experience losses in the future
  
  Color Edge, Comp 24 and Merisel have experienced losses in the past. Color Edge,
  Comp 24 and Merisel expect that Merisel, as the combined company,  will continue
  to incur  significant  sales and marketing  and  administrative  expenses.  As a
  result, the combined company will need to generate significant revenue and gross
  margin to maintain profitability. Neither Color Edge nor Comp 24 nor Merisel can
  be certain that Merisel will achieve and maintain  profitability  in the future.
  Any decline in revenue and gross margin as the combined  company  implements its
  product and distribution strategies would adversely affect its business.
  
  Color Edge's and Comp 24's  internal  controls  are not of a caliber  typical to
  public  companies  and their  revenue and  operating  results may be  materially
  different  than  currently  reported
  
  Neither Color Edge nor Comp 24 have the internal  controls  required of a public
  company.  Effective controls are necessary for Color Edge and Comp 24 to provide
  reliable financial reports and effectively  prevent fraud. If Color Edge or Comp
  24 cannot provide reliable  financial reports or prevent fraud, its goodwill and
  operating  results could be harmed.  Any failure to implement  required internal
  controls, or difficulties encountered in their implementation,  could harm Color
  Edge's and/or Comp 24's  operating  results or cause Merisel to fail to meet its
  reporting  obligations.  Inadequate internal controls could also cause investors
  to lose  confidence in Merisel's  reported  financial  information,  which could
  adversely affect the trading price of Merisel's stock.
  
  All of Color Edge's and Comp 24's financial  statements have not been audited by
  independent  accountants
  
  All of Color Edge's and Comp 24's financial statements have not been audited and
  there is a possibility  that the audit which will be conducted  after signing of
  the transaction will result in financial results materially different from Color
  Edge's and Comp 24's unaudited results.
  
  Color Edge's and Comp 24's  performance is dependent upon its senior  management
  and key sales  personnel
  
  Both Color Edge and Comp 24 are  dependent  upon the  performance  of members of
  their respective senior management and, in the case of Color Edge, its key sales
  personnel.  If  either  company  were to  lose  the  services  of  their  senior
  management,  such a loss could have a material adverse effect on the business of
  such company and therefore on the financial performance of Merisel.
  Neither Color Edge nor Comp 24 has long-term agreements with customers
  
  The digital imaging and commercial prototype business is generally characterized
  by  individual  orders from  clients on a  project-by-project  basis rather than
  long-term  supply  contracts.  Continued  engagements  for  successive  jobs are
  primarily  dependent upon the client's  satisfaction  with products and services
  previously   provided.   Neither   Color  Edge  nor  Comp  24  has   established
  long-standing  relationships  with their respective  clients.  They each believe
  their  reputation for quality  service is excellent.  Color Edge and Comp 24 are
  not able to predict  with  certainty  the volume of its  business in the near or
  distant  future.  Accordingly,  a failure  to adjust  Color  Edge's or Comp 24's
  operations due to changing market  conditions or failure to accurately  estimate
  demand for its  products  and  services  could  adversely  affect its  operating
  results.
  
  If Color Edge or Comp 24 is unable to rapidly and successfully  develop new ways
  of providing  services and new products,  respectively,  some of its services or
  products,  as applicable,  may become  obsolete and its operating  results could
  suffer
  
  Color  Edge's  services  and the  equipment  that it employs in  delivering  its
  services  and Comp 24's  products  and the  equipment  that it  employs  for the
  manufacturing  of such  products are subject to rapid  technological  change and
  rapid  obsolescence.  The success of Color Edge and Comp 24 has in part depended
  on its  ability to develop  and  exploit  emerging  technologies  in the digital
  imaging and commercial  prototype  industry.  New technologies may also have the
  effect of lessening Color Edge's and Comp 24's current technological advantages.
  Color Edge's and Comp 24's businesses may be adversely  affected if it is unable
  to keep pace with relevant changes or if the technologies  that it adopts do not
  receive  widespread market  acceptance.  Any such adverse effect on Color Edge's
  and Comp 24's  businesses  could adversely  impact the financial  performance of
  Merisel.
  
  Color  Edge's and Comp 24's  industry is highly  competitive  and Color Edge and
  Comp 24 may not be able to effectively compete
  
  The market for digital  imaging  services and commercial  prototype  products is
  highly fragmented, with national and regional participants.  Color Edge and Comp
  24 face,  and will  continue  to face,  competition  in its  business  from many
  sources,  including national and regional companies,  some of which have greater
  financial,  marketing  and  other  resources  than  Color  Edge and Comp 24.  In
  addition,  many local and regional  firms  specializing  in particular  industry
  segments  compete  on  the  basis  of  established  long-term  relationships  or
  specialized knowledge of such segments. The introduction of new technologies may
  also lead to increased  in-house  production of digital  imaging and  commercial
  prototype  work by Color Edge's and Comp 24's clients,  or create lower barriers
  to entry so as to permit other firms to provide competing products and services.
  There can be no  assurance  that  competitors  will not  introduce  services  or
  products that achieve  greater market  acceptance  than, or are  technologically
  superior  to,  Color  Edge's  and  Comp  24's  product  and  service  offerings.
  Competitors  and  future  competitors  have or may have more  extensive  digital
  imaging,  commercial prototype or other capabilities,  more extensive experience
  and greater  financial,  marketing and other  resources than Color Edge and Comp
  24. This increased competition may intensify pressure on Merisel's pricing model
  and could have a material adverse effect on Merisel's revenues.
  
  The integration process may disrupt the combined company's business,  operations
  and internal  resources
  
  The   integration  of  Color  Edge,   Comp  24  and  Merisel  will  be  complex,
  time-consuming and expensive and may disrupt the combined company's business and
  operations.  In  addition,  the  integration  process  may strain  the  combined
  company's   financial  and  managerial   controls  and  reporting   systems  and
  procedures.  This may  result  in the  diversion  of  management  and  financial
  resources from the combined company's core business objectives.  There can be no
  assurance that Color Edge,  Comp 24 and Merisel will  successfully  integrate or
  that the combined  company will realize any of the  anticipated  benefits of the
  acquisitions.
  Item 9.01  Financial Statements and Exhibits.
  
       (c)  Exhibits.
  Exhibit
               Number      Description
  99.1       Press release of Merisel, Inc. dated December 28, 2004
  SIGNATURES
  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, hereunto duly authorized.
  
                                     MERISEL, INC.
  
  Date:  December 28, 2004           By: /s/ Allyson Vanderford
                                        ------------------------------
                                     Name:  Allyson Vanderford
                                     Title: Vice President, Finance and Treasurer
  EXHIBIT INDEX
  Exhibit No.        Exhibit Description
  99.1               Press release of Merisel, Inc. dated December 28, 2004