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 (Date of earliest event reported) January 26, 1998
  
  
  
  
                                    MERISEL, INC.
               (Exact name of registrant as specified in its charter)
  
  
            Delaware                   0-17156                    95-4172359
  (State or other jurisdiction       (Commission               (I.R.S. Employer
      of incorporation or            File Number)             Identification No.)
          organization)
  
  
  
  
  200 Continental Boulevard, El Segundo, California                   90245-0948
        (Address of principle executive offices)                      (Zip Code)
  
  
  
  
          Registrant's telephone number, including area code    (310) 615-3080
  
  
  <PAGE>
  
  
  
  
  
  
  
  Item 5.           OTHER EVENTS
  
           On  January  26,  1998,  Merisel,  Inc.  (the  "Company")  and  Merisel
  Americas,  Inc., a wholly owned subsidiary of the Company ("Merisel  Americas"),
  entered into a Revolving  Credit  Agreement and Convertible  Promissory Note due
  July 2, 1998 (the "Note") with  Bankers  Trust  Company  ("BT"),  which  permits
  borrowings  thereunder by Merisel Americas of up to $46.5 million outstanding at
  any  time.  In order to induce BT to enter  into the  Note,  Stonington  Capital
  Appreciation  1994  Fund,  L.P.  (the  "Fund"),   the  sole  member  of  Phoenix
  Acquisition  Company II, L.L.C.  ("Phoenix"),  which owns approximately 62.4% of
  the outstanding  shares of common stock of the Company,  caused its wholly owned
  subsidiary  Stonington Financing Inc. ("SFI") to enter into a note put agreement
  (the "Note Put Agreement")  with BT. Pursuant to the Note Put Agreement,  BT may
  require SFI to purchase the Note in the event of a default by Merisel  Americas.
  In the event SFI purchases the Note from BT pursuant to the Note Put  Agreement,
  the Note is convertible into shares of common stock of the Company at the option
  of SFI at a conversion  rate equal to the average closing price of the Company's
  common stock on NASDAQ for the fifteen  trading days  immediately  preceding the
  date of conversion.
  
           SFI and Merisel Americas also entered into a letter  agreement  wherein
  Merisel Americas covenants that, in the event BT gives notice to SFI pursuant to
  the Note Put  Agreement  requiring  SFI to purchase  Note,  it will use its best
  efforts to refinance the Note prior to its final maturity date.
  
  
  Item 7.           FINANCIAL STATEMENTS AND EXHIBITS
  
         (c)        Exhibits
  
         99.1       Revolving Credit Agreement and Convertible Promissory Note Due
                    July 2, 1998, between Merisel, Inc., Merisel Americas, Inc.and
                    Bankers Trust Company dated January 26, 1998.
  
         99.2       Letter Agreement dated January 26, 1998, between Merisel
                    Americas, Inc. and Stonington Financing Inc.
  
  
  <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 thereunto duly authorized.
  
                                         MERISEL, INC.
  
  
  
  Date:  January 30,1998                 By:  /s/  KAREN A. TALLMAN
                                              Karen A. Tallman
                                              Vice President, General Counsel and
                                              Secretary
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K FOR MERISEL, INC.", "secsgml_size_bytes": 3783}]
metadata_filer: {"company-data": {"conformed-name": "MERISEL INC /DE/", "cik": "0000724941", "assigned-sic": "5045", "irs-number": "954172359", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-17156", "film-number": "98518161"}, "business-address": {"street1": "200 CONTINENTAL BLVD", "city": "EL SEGUNDO", "state": "CA", "zip": "90245-0984", "phone": "3106153080"}, "mail-address": {"street1": "200 CONTINENTAL BLVD", "city": "EL SEGUNDO", "state": "CA", "zip": "90245-0984"}, "former-company": {"former-conformed-name": "SOFTSEL COMPUTER PRODUCTS INC", "date-changed": "19910509"}}
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 (Date of earliest event reported) January 26, 1998
  
                                    MERISEL, INC.
               (Exact name of registrant as specified in its charter)
  
            Delaware                   0-17156                    95-4172359
  (State or other jurisdiction       (Commission               (I.R.S. Employer
      of incorporation or            File Number)             Identification No.)
          organization)
  
  200 Continental Boulevard, El Segundo, California                   90245-0948
        (Address of principle executive offices)                      (Zip Code)
  
          Registrant's telephone number, including area code    (310) 615-3080
  Item 5.           OTHER EVENTS
  
           On  January  26,  1998,  Merisel,  Inc.  (the  "Company")  and  Merisel
  Americas,  Inc., a wholly owned subsidiary of the Company ("Merisel  Americas"),
  entered into a Revolving  Credit  Agreement and Convertible  Promissory Note due
  July 2, 1998 (the "Note") with  Bankers  Trust  Company  ("BT"),  which  permits
  borrowings  thereunder by Merisel Americas of up to $46.5 million outstanding at
  any  time.  In order to induce BT to enter  into the  Note,  Stonington  Capital
  Appreciation  1994  Fund,  L.P.  (the  "Fund"),   the  sole  member  of  Phoenix
  Acquisition  Company II, L.L.C.  ("Phoenix"),  which owns approximately 62.4% of
  the outstanding  shares of common stock of the Company,  caused its wholly owned
  subsidiary  Stonington Financing Inc. ("SFI") to enter into a note put agreement
  (the "Note Put Agreement")  with BT. Pursuant to the Note Put Agreement,  BT may
  require SFI to purchase the Note in the event of a default by Merisel  Americas.
  In the event SFI purchases the Note from BT pursuant to the Note Put  Agreement,
  the Note is convertible into shares of common stock of the Company at the option
  of SFI at a conversion  rate equal to the average closing price of the Company's
  common stock on NASDAQ for the fifteen  trading days  immediately  preceding the
  date of conversion.
  
           SFI and Merisel Americas also entered into a letter  agreement  wherein
  Merisel Americas covenants that, in the event BT gives notice to SFI pursuant to
  the Note Put  Agreement  requiring  SFI to purchase  Note,  it will use its best
  efforts to refinance the Note prior to its final maturity date.
  
  Item 7.           FINANCIAL STATEMENTS AND EXHIBITS
  
         (c)        Exhibits
  
         99.1       Revolving Credit Agreement and Convertible Promissory Note Due
                    July 2, 1998, between Merisel, Inc., Merisel Americas, Inc.and
                    Bankers Trust Company dated January 26, 1998.
  
         99.2       Letter Agreement dated January 26, 1998, between Merisel
                    Americas, Inc. and Stonington Financing Inc.
  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 thereunto duly authorized.
  
                                         MERISEL, INC.
  
  Date:  January 30,1998                 By:  /s/  KAREN A. TALLMAN
                                              Karen A. Tallman
                                              Vice President, General Counsel and
                                              Secretary