content: <PAGE>                                
                                  
                 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: October 18, 1996
  
  
                                  
                                  
                            MERISEL, INC.
       (Exact name of registrant as specified in its charter)
                                  
                                  
                                  
  Delaware                           0-17156               95-4172359
  (State or other jurisdiction of   (Commission           (I.R.S. Employer    
  of incorporation or organiazation) File Number)          Identification No.)
  
  
  
                      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)
  
  
  
                                  
                                  
  
  
  
  <PAGE>
  Item 2.  Acquisition or Disposition of Assets
  
       On October 4, 1996 (the "Closing Date"), Merisel, Inc. (the
  "Company") completed the sale of substantially all of its
  European, Mexican and Latin American businesses (such businesses
  are referred to herein as "EML") to CHS Electronics, Inc.
  ("CHS").  The sale was effective as of September 27, 1996,
  pursuant to a Purchase Agreement dated August 29, 1996, and
  amended as of October 4, 1996 among the Company, Merisel Europe,
  Inc. and CHS (copies of which are attached hereto as Exhibit 2.1
  and 2.2).  The sale included substantially all of the assets and
  related liabilities of Merisel Europe, Inc. and the stock of the
  following subsidiaries of Merisel, Inc.:
  
       Merisel (U.K.) Limited, a United Kingdom limited company
       Merisel (U.K.)-Swiss Branch, a Swiss Branch of Merisel
       (U.K.) Limited
       Merisel Ges.M.B.H., an Austrian limited company
       Merisel GMBH, a German limited company
       Merisel Factoring GMBH, a German limited company and a
       subsidiary of Merisel GMBH
       Merisel Netherlands B.V., a Netherlands corporation
       Merisel France, Inc., a Delaware corporation
       Merisel SNC, a partnership whose partners are Merisel
       France, Inc. and MIFINCO, Inc.
       MIFINCO, Inc., a Delaware corporation
       Merisel Latin America, Inc., a Delaware corporation
       Merisel Argentina, S.A., an Argentinean corporation and a
       subsidiary of Merisel Latin America, Inc.
       Merisel Mexico, S.A. de C.V, a Mexican corporation
       Merisel Services, S.A. de C.V., a Mexican corporation and a
       subsidiary of Merisel Mexico, S.A. de C.V.
  
       The Purchase Price was approximately $154 million.  The
  purchase price consists of CHS's assumption of Merisel's $34
  million European asset securitization facility against which $21
  million was outstanding at August 31, 1996, and approximately
  $133 million in cash, of which $10 million is being retained by
  CHS, subject to the completion of closing balance sheet
  audits of EML.  The Purchase Price is subject to adjustment,
  based on among other things, changes in book value since August
  31, 1996. Forty million of the $154 million of the purchase price 
  was for the stock of Merisel Latin America, Inc. and Merisel Mexico, S.A. 
  de C.V. and the remainder was for the European assets and stock of the
  European subsidiaries.
  
       For additional information see the October 4, 1996 press
  release of Merisel, Inc., which is incorporated herein by this
  reference and 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
                              -2-
  
  <PAGE>
  The Following unaudited pro forma financial statements are filed
  with this report:
       Pro Forma Condensed Consolidated Balance Sheet 
       as of June 30, 1996......................................... Page 5
       Pro Forma Condensed Consolidated Statements of Operations:
       Six Months Ended June 30, 1996...............................Page 6
       Year Ended December 31, 1995................................ Page 7
       Notes to Unaudited ProForma Condensed 
       Consolidated Financial Statements............................Pages 8-9
  
       The unaudited Pro Forma Condensed Consolidated Balance Sheet of the
  Company as of June 30, 1996 reflects the financial position of
  the Company after giving effect to the disposition of
  substantially all of EML as discussed in Item 2 and assumes 
  the disposition took place on June 30, 1996.  The unaudited Pro Forma 
  Condensed Consolidated Statements of Operations for the year ended December
  31, 1995 and the six months ended June 30, 1996 assume that the
  disposition occurred on the first date of the period presented,
  and are based on the operations of the Company for the year ended
  December 31, 1995 and the six months ended June 30, 1996.  Such
  pro forma statements also reflect the $72,500,000 repayment of
  the Company's senior debt, which was made from the proceeds of
  the sale.
       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 or the
  repayment of the senior debt 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 for the year 
  ended December 31, 1995 as filed on Form 10-K and for the six months 
  ended June 30, 1996 as filed on Form 10-Q.
  
   (c) Exhibits
  
            2.1  Purchase Agreement dated as of  August 29, 1996.
            2.2  Amendment 1 to Purchase Agreement dated as of
                 October 4, 1996.
            2.3  Amended and Restated Receivables Transfer
                 Agreement, dated as of September 27, 1996, by and 
                 between Merisel Americas, Inc. and Merisel Capital 
                 Funding, Inc.
            2.4  Amended and Restated Receivables Purchase and
                 Servicing Agreement dated as of September 27, 1996 by and 
                 between Merisel Capital Funding, Inc., Redwood 
                 Receivables Corp., Merisel Americas, Inc. and 
                 General Electric Capital Corporation.
            4.1  First Amendment to Amended and Restated Revolving
                 Credit Agreement dated as of June 30, 1996
                 by and among Merisel Americas, Inc.,
                 Merisel Europe, Inc., Merisel, Inc. and the lender
                 parties thereto.
            4.2  Second Amendment and Waiver to Amended and
                 Restated Revolving Credit Agreement
                 dated as of October 2, 1996 by and among
                               -3-
   
  <PAGE>
                 Merisel Americas, Inc., Merisel Europe, Inc., 
                 Merisel, Inc. and the lender parties thereto.
            4.3  Third Amendment to Amended and Restated
                 Subordinated Note Purchase Agreement dated
                 as of June 30, 1996 by and among Merisel
                 Americas, Inc. and the Noteholders signatory thereto.
            4.4  Fourth Amendment and Waiver to Amended and
                 Restated Subordinated Note Purchase
                 Agreement dated as of October 2, 1996 by
                 and among Merisel Americas, Inc. and the Noteholders
                 signatory thereto.
            4.5  Fourth Amendment to Amended and Restated
                 Senior Note Purchase Agreement dated
                 as of June 30, 1996 by and among Merisel
                 Americas, Inc., Merisel, Inc. and the Noteholders 
                 signatory thereto.
            4.6  Fifth Amendment and Waiver to Amended and
                 Restated Senior Note Purchase Agreement
                 dated as of October 2, 1996 by and among
                 Merisel Americas, Inc., Merisel, Inc. and the 
                 Noteholders signatory thereto.
          10.51  Employment Agreement between Merisel,
                 Inc. and James Illson dated August 19, 1996.
          10.52  Severance Agreement between Merisel, Inc. and 
                 James Brill dated August 27, 1996.
          20     Press release of Merisel, Inc. dated October 4, 1996.
                               -4-
  
  <PAGE>
                                  
  
                           PRO FORMA FINANCIAL INFORMATION
               
                            MERISEL, INC. AND SUBSIDIARIES
                 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                     JUNE 30, 1996            
  <TABLE>
  <CAPTION>
                                  (In thousands)
                                                                
                                                   Pro Forma
                                                  Adjustments
  
                              Historical    EML (a)    Other     Pro Forma
                               6/30/96
  <S>                        <C>            <C>      <C>        <C>
  Current Assets:                                                   
  Cash & Cash Equivalents      $35,959      $2,390   $50,738(b)    $84,307
  Accounts Receivable (net of  
  allowances)                  363,151     155,325    10,000(c)    217,826     
  Inventories                  399,474     111,803         -       287,671
  Prepaid Expenses              14,118       2,251         -        11,867
  Income Taxes Recievable       13,043       1,269         -        11,774
                                                                    
                                                                    
    Total current assets       825,745     273,038    60,738       613,445
  
  Property and Equipment, Net   85,465      17,006         -        68,459
  Cost in Excess of Net                                          
  Assets Acquired               91,009       6,001         -        85,008
  Other Assets                  12,067       2,444         -         9,623
                                                                    
  Total Assets              $1,014,286    $298,489   $60,738      $776,535
                            ----------    --------   -------      --------
                            ----------    --------   -------      --------
                                          
  Current Liabilities:                                              
  Accounts Payable             424,922     112,255         -       312,667
  Accrued Liabilities           70,786      16,443     2,500(d)     56,843
  Short-Term Debt              231,524      86,161  (137,863)(e)     7,500
  Long-Term Debt - Current       4,296         132         -         4,164
  Subordinated Debt - Current    4,400           -         -         4,400
  Deferred Income Taxes            396         880         -          (484)
                                                                    
    Total Current Liabilities  736,324     215,871  (135,363)      385,090  
                                                                    
  Long-Term Debt               134,373           -   151,524       285,897      
  Subordinated Debt             13,200           -         -        13,200
  Capitalized Lease                                                 
  Obligations                    4,765       4,765         -             -
                                                                    
    Total Liabilities          888,662     220,636    16,161       684,187
                                                                    
    Total Stockholders'                                       
    Equity                     125,624      77,853    44,577        92,348
                               -------      ------    ------        ------
                               -------      ------    ------        ------
                                                                    
  Total Liabilities and              
  Stockholders Equity        1,014,268     298,489    60,738       776,535
  </TABLE>
   See accompanying notes to unaudited pro forma condensed
   consolidated financial statements.
                                 -5-                           
  
  <PAGE>
                         PRO FORMA FINANCIAL INFORMATION
                                                                    
                          MERISEL, INC. AND SUBSIDIARIES
                    UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                           STATEMENT  OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 1996
                
                       (In Thousands, Except Per Share Data)
                                                                 
  <TABLE>
  <CAPTION>
  
                                  
                                               Pro Forma                  
                                              Adjustments                 
                           Historical                             
                            6/30/96     EML (a)    Other  Pro Forma
  <S>                      <C>          <C>        <C>       <C>
  Net Sales                2,979,257    737,682        -    2,241,575
  Cost of Sales            2,812,447    685,862        -    2,126,585          
                                                                    
  Gross Profit               166,810     51,820        -      114,990
  Selling, General &                                                
  Administrative Expenses    161,558     49,739    4,310(b)   116,129
                                                                    
  Operating Income (Loss)      5,252      2,081   (4,310)      (1,139)
  Interest Expense            19,472      4,910   (1,336)(c)   13,226
  Other Expense               10,766          -        -       10,766
                                                                    
  Loss Before                                                   
    Income Taxes             (24,986)    (2,829)  (2,974)     (25,131)
  Income Tax Benefit                                        
  (Expense)                       74       (527)       -          601
                                                                    
  Net Loss                   (24,912)    (3,356)  (2,974)     (24,530)
                             --------    -------  -------     --------
                             --------    -------  -------     --------
                                                                    
  Net Loss Per Share           (0.83)         -        -        (0.82)
                             --------    -------   ------     --------
                             --------    -------   ------     --------  
  Weighted Average Number                                           
  of Shares Outstanding       29,871          -        -       29,871
                             -------     -------   -------    -------
                             -------     -------   -------    -------
  </TABLE>     
                                  
  See accompanying notes to unaudited pro forma condensed
  consolidated financial statements.
                                -6-
  
  <PAGE>
  
                                  
                       PRO FORMA FINANCIAL INFORMATION
                                                                    
                       MERISEL, INC. AND SUBSIDIARIES
                   UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                           STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1995
              
                       (In Thousands, Except Per Share Data)
                                                                
  <TABLE>
  <CAPTION>
                                                  Pro Forma                      
                                                 Adjustments
                           Historical   
                            12/31/95     EML (a)    Other     Pro Forma
  <S>                      <C>         <C>        <C>       <C>
  Net Sales                5,956,967   1,279,482       -     4,677,485
  Cost of Sales            5,633,278   1,193,673       -     4,439,605
                                                                    
  Gross Profit               323,689      85,809       -       237,880
  Selling, General &                                                
   Administrative Expenses   317,195      91,176   4,495(b)    230,514
  Impairment Losses           51,383           -       -        51,383
  Restructuring Charge         9,333           -       -         9,333
                                                                    
  Operating (Loss) Income    (54,222)     (5,367)      -       (53,350)
  Interest Expense            37,583       8,948  (2,369)(c)    26,266
  Other Expense               13,885           -       -        13,885
                                                                    
  (Loss) Income Before                                          
    Income Taxes            (105,690)    (14,315) (2,126)      (93,501)
  Income Tax Benefit                               
  (Expense)                   21,779       5,567    (280)       15,932
                                                                    
  Net Loss                   (83,911)     (8,748) (2,406)      (77,569)
                             --------     ------- -------      --------
                             --------     ------- -------      --------
                                         
  Net Loss Per Share          (2.82)           -        -        (2.60)
                             --------     ------- -------      --------
                             --------     ------- -------      --------
                                                                    
  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
  its European, Latin American and Mexican businesses ("EML"),
  pursuant to a Purchase Agreement among Merisel, Inc., Merisel
  Europe, Inc., and CHS Electronics, Inc. ("CHS").   EML is not a
  separate incorporated entity for which historical consolidated
  financial statements were prepared.  The historical balances
  included herein represent combined balances obtained from the
  separate unaudited financial statements for the individual entities
  comprising EML.  The sale price consisted of approximately $133
  million in cash, of which $10 million is being retained by 
  CHS, subject to completion of closing balance sheet audits, and
  CHS' assumption of Merisel's European asset securitization
  agreement against which $21 million was outstanding.  Assuming
  the transaction was completed on June 30, 1996, the Company
  experienced a $36.945 million loss from the sale of EML, as
  follows:
  
  Purchase price (net of $21 million asset
  securitization facility assumed by CHS)                        133,238
  
  EML equity                                                     (77,853)
  EML debt not assumed by buyer                                  (86,161)
  Cumulative foreign currency translation adjustment
  related to EML residing in equity                               (3,669)
  Estimated direct costs associated with transaction              (2,500)
  
  Loss on Sale of EML                                            (36,945)
  
  
  2.  Pro Forma Balance Sheet Adjustments
  
  a)EML - Represents the historical unaudited June 30, 1996 balances for EML
  which are eliminated to reflect the sale to CHS.
  
  b)Cash - Cash proceeds resulting from the sale of EML in excess
  of the amount used to pay down short term debt and amount
  retained by the buyer.
  
  c)Accounts Receivable - Cash retained by the buyer pending the
  results of an independent audit of the combined closing balance
  sheets of EML.
  
  d)Accrued Liabilities - Direct costs associated with the sale of
  EML.
  
  e)Debt -Adjustment to debt resulting from the reclassification of short
  -term debt to long-term debt relating to the renegotiation of the Company's
  senior debt agreements as a result of the completion of the sale to CHS,
  net of payments made from the proceeds of the sale as follows:
  
  EML short term debt retained by the Company                 86,161
  Debt repayment made from cash proceeds                     (72,500)
  Short-term debt reclassified to long-term debt            (151,524) 
  Net adjustment                                            (137,863)
                               -8-
  
  <PAGE>
  3.  Pro Forma Income Statement Adjustments for the Six Months
  Ended June 30, 1996
  
  a)EML - Represents the historical unaudited balances for EML for the six 
  months ended June 30, 1996 which are eliminated to reflect the sale to CHS.
  
  b)Selling, General and Administrative Expenses- Corporate costs allocated by 
  Merisel to EML(corporate overhead, administrative expenses, etc.) that would 
  not have been elimated due to the sale of EML.
  
  c)Interest Expense - Elimination of interest expense resulting from 
  the repayment of $72,500 of debt at a weighted average interest rate of 11.2%
  with  a portion of the proceeds from the sale, net of the effect of
  an interest rate increase of approximately 2.5%  resulting from the 
  renegotiation of the senior debt agreements.
  
  4.  Pro Forma Income Statement Adjustments for the Year Ended
  December 31, 1995
  
  a)EML - Represents the historical unaudited balances for EML for the year
  ended December 31, 1995 which are eliminated to reflect the sale to CHS.
  
  b)Selling, General and Administrative Expense-Corporate costs allocated by
  Merisel to EML(corporate overhead, administrative expenses, etc.) that would
  not have been elimated due to the sale of EML.
  
  c)Interest Expense - Elimination of interest expense resulting from the 
  repayment of $72,000 of debt at a weighted average interest rate of 10.75%
  with a portion of the proceeds from the sale, net of the effect of an 
  interest rate increase of approximately 2.5 % resulting from the 
  renegotiation of the senior debt agreements.
  
  
                                 -9-
                                  
                                  
  <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:  October 18, 1996       __/_s/_______________________________
                                James E. Illson, Senior Vice
                                President Finance, and Chief Financial Officer
                                (Duly authorized officer and
                                 principal financial officer)
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 24130}]
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": "96645255"}, "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: October 18, 1996
  
                                  
                                  
                            MERISEL, INC.
       (Exact name of registrant as specified in its charter)
                                  
                                  
                                  
  Delaware                           0-17156               95-4172359
  (State or other jurisdiction of   (Commission           (I.R.S. Employer    
  of incorporation or organiazation) File Number)          Identification No.)
  
                      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)
  Item 2.  Acquisition or Disposition of Assets
  
       On October 4, 1996 (the "Closing Date"), Merisel, Inc. (the
  "Company") completed the sale of substantially all of its
  European, Mexican and Latin American businesses (such businesses
  are referred to herein as "EML") to CHS Electronics, Inc.
  ("CHS").  The sale was effective as of September 27, 1996,
  pursuant to a Purchase Agreement dated August 29, 1996, and
  amended as of October 4, 1996 among the Company, Merisel Europe,
  Inc. and CHS (copies of which are attached hereto as Exhibit 2.1
  and 2.2).  The sale included substantially all of the assets and
  related liabilities of Merisel Europe, Inc. and the stock of the
  following subsidiaries of Merisel, Inc.:
  
       Merisel (U.K.) Limited, a United Kingdom limited company
       Merisel (U.K.)-Swiss Branch, a Swiss Branch of Merisel
       (U.K.) Limited
       Merisel Ges.M.B.H., an Austrian limited company
       Merisel GMBH, a German limited company
       Merisel Factoring GMBH, a German limited company and a
       subsidiary of Merisel GMBH
       Merisel Netherlands B.V., a Netherlands corporation
       Merisel France, Inc., a Delaware corporation
       Merisel SNC, a partnership whose partners are Merisel
       France, Inc. and MIFINCO, Inc.
       MIFINCO, Inc., a Delaware corporation
       Merisel Latin America, Inc., a Delaware corporation
       Merisel Argentina, S.A., an Argentinean corporation and a
       subsidiary of Merisel Latin America, Inc.
       Merisel Mexico, S.A. de C.V, a Mexican corporation
       Merisel Services, S.A. de C.V., a Mexican corporation and a
       subsidiary of Merisel Mexico, S.A. de C.V.
  
       The Purchase Price was approximately $154 million.  The
  purchase price consists of CHS's assumption of Merisel's $34
  million European asset securitization facility against which $21
  million was outstanding at August 31, 1996, and approximately
  $133 million in cash, of which $10 million is being retained by
  CHS, subject to the completion of closing balance sheet
  audits of EML.  The Purchase Price is subject to adjustment,
  based on among other things, changes in book value since August
  31, 1996. Forty million of the $154 million of the purchase price 
  was for the stock of Merisel Latin America, Inc. and Merisel Mexico, S.A. 
  de C.V. and the remainder was for the European assets and stock of the
  European subsidiaries.
  
       For additional information see the October 4, 1996 press
  release of Merisel, Inc., which is incorporated herein by this
  reference and 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
                              -2-
  The Following unaudited pro forma financial statements are filed
  with this report:
       Pro Forma Condensed Consolidated Balance Sheet 
       as of June 30, 1996......................................... Page 5
       Pro Forma Condensed Consolidated Statements of Operations:
       Six Months Ended June 30, 1996...............................Page 6
       Year Ended December 31, 1995................................ Page 7
       Notes to Unaudited ProForma Condensed 
       Consolidated Financial Statements............................Pages 8-9
  
       The unaudited Pro Forma Condensed Consolidated Balance Sheet of the
  Company as of June 30, 1996 reflects the financial position of
  the Company after giving effect to the disposition of
  substantially all of EML as discussed in Item 2 and assumes 
  the disposition took place on June 30, 1996.  The unaudited Pro Forma 
  Condensed Consolidated Statements of Operations for the year ended December
  31, 1995 and the six months ended June 30, 1996 assume that the
  disposition occurred on the first date of the period presented,
  and are based on the operations of the Company for the year ended
  December 31, 1995 and the six months ended June 30, 1996.  Such
  pro forma statements also reflect the $72,500,000 repayment of
  the Company's senior debt, which was made from the proceeds of
  the sale.
       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 or the
  repayment of the senior debt 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 for the year 
  ended December 31, 1995 as filed on Form 10-K and for the six months 
  ended June 30, 1996 as filed on Form 10-Q.
  
   (c) Exhibits
  
            2.1  Purchase Agreement dated as of  August 29, 1996.
            2.2  Amendment 1 to Purchase Agreement dated as of
                 October 4, 1996.
            2.3  Amended and Restated Receivables Transfer
                 Agreement, dated as of September 27, 1996, by and 
                 between Merisel Americas, Inc. and Merisel Capital 
                 Funding, Inc.
            2.4  Amended and Restated Receivables Purchase and
                 Servicing Agreement dated as of September 27, 1996 by and 
                 between Merisel Capital Funding, Inc., Redwood 
                 Receivables Corp., Merisel Americas, Inc. and 
                 General Electric Capital Corporation.
            4.1  First Amendment to Amended and Restated Revolving
                 Credit Agreement dated as of June 30, 1996
                 by and among Merisel Americas, Inc.,
                 Merisel Europe, Inc., Merisel, Inc. and the lender
                 parties thereto.
            4.2  Second Amendment and Waiver to Amended and
                 Restated Revolving Credit Agreement
                 dated as of October 2, 1996 by and among
                               -3-
  Merisel Americas, Inc., Merisel Europe, Inc., 
                 Merisel, Inc. and the lender parties thereto.
            4.3  Third Amendment to Amended and Restated
                 Subordinated Note Purchase Agreement dated
                 as of June 30, 1996 by and among Merisel
                 Americas, Inc. and the Noteholders signatory thereto.
            4.4  Fourth Amendment and Waiver to Amended and
                 Restated Subordinated Note Purchase
                 Agreement dated as of October 2, 1996 by
                 and among Merisel Americas, Inc. and the Noteholders
                 signatory thereto.
            4.5  Fourth Amendment to Amended and Restated
                 Senior Note Purchase Agreement dated
                 as of June 30, 1996 by and among Merisel
                 Americas, Inc., Merisel, Inc. and the Noteholders 
                 signatory thereto.
            4.6  Fifth Amendment and Waiver to Amended and
                 Restated Senior Note Purchase Agreement
                 dated as of October 2, 1996 by and among
                 Merisel Americas, Inc., Merisel, Inc. and the 
                 Noteholders signatory thereto.
          10.51  Employment Agreement between Merisel,
                 Inc. and James Illson dated August 19, 1996.
          10.52  Severance Agreement between Merisel, Inc. and 
                 James Brill dated August 27, 1996.
          20     Press release of Merisel, Inc. dated October 4, 1996.
                               -4-
  PRO FORMA FINANCIAL INFORMATION
               
                            MERISEL, INC. AND SUBSIDIARIES
                 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                     JUNE 30, 1996
  (In thousands)
                                                                
                                                   Pro Forma
                                                  Adjustments
  
                              Historical    EML (a)    Other     Pro Forma
                               6/30/96
  Current Assets:                                                   
  Cash & Cash Equivalents      $35,959      $2,390   $50,738(b)    $84,307
  Accounts Receivable (net of  
  allowances)                  363,151     155,325    10,000(c)    217,826     
  Inventories                  399,474     111,803         -       287,671
  Prepaid Expenses              14,118       2,251         -        11,867
  Income Taxes Recievable       13,043       1,269         -        11,774
                                                                    
                                                                    
    Total current assets       825,745     273,038    60,738       613,445
  
  Property and Equipment, Net   85,465      17,006         -        68,459
  Cost in Excess of Net                                          
  Assets Acquired               91,009       6,001         -        85,008
  Other Assets                  12,067       2,444         -         9,623
                                                                    
  Total Assets              $1,014,286    $298,489   $60,738      $776,535
                            ----------    --------   -------      --------
                            ----------    --------   -------      --------
                                          
  Current Liabilities:                                              
  Accounts Payable             424,922     112,255         -       312,667
  Accrued Liabilities           70,786      16,443     2,500(d)     56,843
  Short-Term Debt              231,524      86,161  (137,863)(e)     7,500
  Long-Term Debt - Current       4,296         132         -         4,164
  Subordinated Debt - Current    4,400           -         -         4,400
  Deferred Income Taxes            396         880         -          (484)
                                                                    
    Total Current Liabilities  736,324     215,871  (135,363)      385,090  
                                                                    
  Long-Term Debt               134,373           -   151,524       285,897      
  Subordinated Debt             13,200           -         -        13,200
  Capitalized Lease                                                 
  Obligations                    4,765       4,765         -             -
                                                                    
    Total Liabilities          888,662     220,636    16,161       684,187
                                                                    
    Total Stockholders'                                       
    Equity                     125,624      77,853    44,577        92,348
                               -------      ------    ------        ------
                               -------      ------    ------        ------
                                                                    
  Total Liabilities and              
  Stockholders Equity        1,014,268     298,489    60,738       776,535
  See accompanying notes to unaudited pro forma condensed
   consolidated financial statements.
                                 -5-
  PRO FORMA FINANCIAL INFORMATION
                                                                    
                          MERISEL, INC. AND SUBSIDIARIES
                    UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                           STATEMENT  OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 1996
                
                       (In Thousands, Except Per Share Data)
  Pro Forma                  
                                              Adjustments                 
                           Historical                             
                            6/30/96     EML (a)    Other  Pro Forma
  Net Sales                2,979,257    737,682        -    2,241,575
  Cost of Sales            2,812,447    685,862        -    2,126,585          
                                                                    
  Gross Profit               166,810     51,820        -      114,990
  Selling, General &                                                
  Administrative Expenses    161,558     49,739    4,310(b)   116,129
                                                                    
  Operating Income (Loss)      5,252      2,081   (4,310)      (1,139)
  Interest Expense            19,472      4,910   (1,336)(c)   13,226
  Other Expense               10,766          -        -       10,766
                                                                    
  Loss Before                                                   
    Income Taxes             (24,986)    (2,829)  (2,974)     (25,131)
  Income Tax Benefit                                        
  (Expense)                       74       (527)       -          601
                                                                    
  Net Loss                   (24,912)    (3,356)  (2,974)     (24,530)
                             --------    -------  -------     --------
                             --------    -------  -------     --------
                                                                    
  Net Loss Per Share           (0.83)         -        -        (0.82)
                             --------    -------   ------     --------
                             --------    -------   ------     --------  
  Weighted Average Number                                           
  of Shares Outstanding       29,871          -        -       29,871
                             -------     -------   -------    -------
                             -------     -------   -------    -------
  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
                           STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1995
              
                       (In Thousands, Except Per Share Data)
  Pro Forma                      
                                                 Adjustments
                           Historical   
                            12/31/95     EML (a)    Other     Pro Forma
  Net Sales                5,956,967   1,279,482       -     4,677,485
  Cost of Sales            5,633,278   1,193,673       -     4,439,605
                                                                    
  Gross Profit               323,689      85,809       -       237,880
  Selling, General &                                                
   Administrative Expenses   317,195      91,176   4,495(b)    230,514
  Impairment Losses           51,383           -       -        51,383
  Restructuring Charge         9,333           -       -         9,333
                                                                    
  Operating (Loss) Income    (54,222)     (5,367)      -       (53,350)
  Interest Expense            37,583       8,948  (2,369)(c)    26,266
  Other Expense               13,885           -       -        13,885
                                                                    
  (Loss) Income Before                                          
    Income Taxes            (105,690)    (14,315) (2,126)      (93,501)
  Income Tax Benefit                               
  (Expense)                   21,779       5,567    (280)       15,932
                                                                    
  Net Loss                   (83,911)     (8,748) (2,406)      (77,569)
                             --------     ------- -------      --------
                             --------     ------- -------      --------
                                         
  Net Loss Per Share          (2.82)           -        -        (2.60)
                             --------     ------- -------      --------
                             --------     ------- -------      --------
                                                                    
  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
  its European, Latin American and Mexican businesses ("EML"),
  pursuant to a Purchase Agreement among Merisel, Inc., Merisel
  Europe, Inc., and CHS Electronics, Inc. ("CHS").   EML is not a
  separate incorporated entity for which historical consolidated
  financial statements were prepared.  The historical balances
  included herein represent combined balances obtained from the
  separate unaudited financial statements for the individual entities
  comprising EML.  The sale price consisted of approximately $133
  million in cash, of which $10 million is being retained by 
  CHS, subject to completion of closing balance sheet audits, and
  CHS' assumption of Merisel's European asset securitization
  agreement against which $21 million was outstanding.  Assuming
  the transaction was completed on June 30, 1996, the Company
  experienced a $36.945 million loss from the sale of EML, as
  follows:
  
  Purchase price (net of $21 million asset
  securitization facility assumed by CHS)                        133,238
  
  EML equity                                                     (77,853)
  EML debt not assumed by buyer                                  (86,161)
  Cumulative foreign currency translation adjustment
  related to EML residing in equity                               (3,669)
  Estimated direct costs associated with transaction              (2,500)
  
  Loss on Sale of EML                                            (36,945)
  
  2.  Pro Forma Balance Sheet Adjustments
  
  a)EML - Represents the historical unaudited June 30, 1996 balances for EML
  which are eliminated to reflect the sale to CHS.
  
  b)Cash - Cash proceeds resulting from the sale of EML in excess
  of the amount used to pay down short term debt and amount
  retained by the buyer.
  
  c)Accounts Receivable - Cash retained by the buyer pending the
  results of an independent audit of the combined closing balance
  sheets of EML.
  
  d)Accrued Liabilities - Direct costs associated with the sale of
  EML.
  
  e)Debt -Adjustment to debt resulting from the reclassification of short
  -term debt to long-term debt relating to the renegotiation of the Company's
  senior debt agreements as a result of the completion of the sale to CHS,
  net of payments made from the proceeds of the sale as follows:
  
  EML short term debt retained by the Company                 86,161
  Debt repayment made from cash proceeds                     (72,500)
  Short-term debt reclassified to long-term debt            (151,524) 
  Net adjustment                                            (137,863)
                               -8-
  3.  Pro Forma Income Statement Adjustments for the Six Months
  Ended June 30, 1996
  
  a)EML - Represents the historical unaudited balances for EML for the six 
  months ended June 30, 1996 which are eliminated to reflect the sale to CHS.
  
  b)Selling, General and Administrative Expenses- Corporate costs allocated by 
  Merisel to EML(corporate overhead, administrative expenses, etc.) that would 
  not have been elimated due to the sale of EML.
  
  c)Interest Expense - Elimination of interest expense resulting from 
  the repayment of $72,500 of debt at a weighted average interest rate of 11.2%
  with  a portion of the proceeds from the sale, net of the effect of
  an interest rate increase of approximately 2.5%  resulting from the 
  renegotiation of the senior debt agreements.
  
  4.  Pro Forma Income Statement Adjustments for the Year Ended
  December 31, 1995
  
  a)EML - Represents the historical unaudited balances for EML for the year
  ended December 31, 1995 which are eliminated to reflect the sale to CHS.
  
  b)Selling, General and Administrative Expense-Corporate costs allocated by
  Merisel to EML(corporate overhead, administrative expenses, etc.) that would
  not have been elimated due to the sale of EML.
  
  c)Interest Expense - Elimination of interest expense resulting from the 
  repayment of $72,000 of debt at a weighted average interest rate of 10.75%
  with a portion of the proceeds from the sale, net of the effect of an 
  interest rate increase of approximately 2.5 % resulting from the 
  renegotiation of the senior debt agreements.
  
                                 -9-
  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:  October 18, 1996       __/_s/_______________________________
                                James E. Illson, Senior Vice
                                President Finance, and Chief Financial Officer
                                (Duly authorized officer and
                                 principal financial officer)