content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                              --------------------------
  
                                      FORM 8K
  
                                   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 15, 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>
  
  
  Item 3.01  Notice of Delisting or Failure to Satisfy A Continued Listing
             Rule Or Standard; Transfer of Listing.
  
       On December 20, 2004, Merisel, Inc. (the "Company") received a notice
  from the staff of the Nasdaq Stock Market (the "Staff") that the Nasdaq Listing
  Qualifications Panel (the "Panel") has denied the Company's appeal of the
  Staff's October 1, 2004 decision to delist the common stock of the Company.
  Accordingly, the Company's common stock will be delisted effective with the open
  of business on December 22, 2004.
  
       The Panel gave the following reasons for denying the Company's appeal.
  First, as announced by the Company on December 3, 2004, the Panel was concerned
  about the Company's failure to file a timely Form 10-Q for the quarterly period
  ended September 30, 2004 as required by Nasdaq Marketplace Rule 4310(c)(14).
  Marketplace Rule 4310(c)(14) requires the Company to file copies of any report
  required by the Securities and Exchange Commission (SEC) on or prior to the date
  set by the SEC. The Panel acknowledged the Company's position that the delay in
  filing was caused by the Company's internal investigation of its former
  President and CEO, but nonetheless concluded that an exception could not be made
  to the Nasdaq rules because the Company had not presented a plan of compliance
  or provided a date by which it anticipated filing the delinquent report.
  
       Second, as previously announced by the Company on October 4, 2004, the
  Staff's original decision to delist the Company was based on the Staff's
  conclusion that the Company is not currently engaged in active business
  operations. The Panel acknowledged the Company's continuing efforts to acquire
  the assets of an operating business, but did not consider the plan to be
  sufficiently definite to merit an exception to the Staff's decision to delist a
  company that currently is a public shell.
  
       The Company has not yet determined whether to take action in response
  to this notice.
  
  
  Item 4.01  Changes in Registrant's Certifying Accountant
  
       On December 15, 2004,  Deloitte & Touche LLP  ("Deloitte")  orally informed
  the  chair of the  Company's  Audit  Committee  that it was resigning effective
  immediately.  On December 16,  2004,  Deloitte  sent the Company a letter dated
  the 15th confirming Deloitte's resignation effective on December 15, 2004.
  Deloitte's  decision to resign was neither  recommended  nor approved by the
  Company's Audit Committee or its Board of Directors.
  
       Deloitte's report on the Company's consolidated financial statements
  for each of the past two years did not contain any adverse opinion or disclaimer
  of opinion, and was not qualified or modified as to uncertainty, audit scope or
  accounting principles. There have been no disagreements between the Company and
  Deloitte for the past two years or the subsequent interim period preceding the
  date of Deloitte's resignation on any matter of accounting principles or
  practices, financial statement disclosure, or auditing scope or procedure.
  
  
  <PAGE>
       Deloitte  has  informed  the  Company  of the  following  reasons  for  its
  resignation.  First,  since the Company's sale of various assets and liabilities
  to D&H Services LLC in August 2004,  the Company has had no on-going  operations
  or  revenues,  other than  interest  income - although  it  continues  to pursue
  opportunities  to  acquire  a  new  operating  business.  Second,  Deloitte  has
  expressed concern regarding the Company's  investigation of the alleged fraud by
  the Company's former  President and CEO, Timothy Jenson,  in connection with the
  D&H Services  transaction.  In  particular,  Deloitte had asked that the Company
  investigate  whether Mr. Jenson had access to the Company's  financial reporting
  system and asked that the Company  investigate  other  transactions in which Mr.
  Jenson may have been involved. The Company continues to investigate these issues
  and has  informed  Deloitte of this fact,  but due to a  preplanned  move of the
  Company's  offices,  the  Company's  computer  system was  unavailable  for such
  investigation  until  December 17, 2004.  The move was completed on December 17,
  2004,  and the  Company's  computer  systems were once again  operational  as of
  December 21, 2004. The Company intends to complete the  investigation  requested
  by Deloitte.  Finally, Deloitte advised the Company on December 15, 2004 that it
  was unwilling to rely upon the  representations  of the  Company's  current CEO.
  This  decision  was based on a  judgment  issued on January  27,  2003 in SEC v.
  Dunlap, et al, U.S.D.C.  S.D. Fla., Case No.  01-8437-Civ.,  which set forth the
  terms  of a civil  settlement  between  the  Company's  current  CEO and the SEC
  relating to the current CEO's employment in the mid-1990s at Sunbeam Corporation
  ("the Settlement Order"). Prior to hiring the current CEO, however, the Board of
  Directors of the Company  carefully  reviewed the  Settlement  Order and related
  materials  and  determined  that the current CEO did not admit  liability in the
  Settlement  Order and that the terms of the  Settlement  Order did not present a
  legal  obstacle  to hiring  the  current  CEO.  The Board of  Directors  further
  determined  that the Company's  current CEO was  otherwise  fit for office.  The
  latter  two  reasons  given  for  Deloitte's  resignation  constitute  the  only
  reportable events under (a)(1)(v) of Item 304 of Regulation S-K for the past two
  years  or the  subsequent  interim  period  preceding  the  date  of  Deloitte's
  resignation.
  
       The Company's Audit Committee and Board of Directors have discussed
  these  matters  with  Deloitte.  The  Company  has not yet  retained a successor
  accountant  but  will  actively  search  for  a new  auditor.  The  Company  has
  authorized  Deloitte  to  respond  fully  to  any  inquiries  of  the  successor
  accountant,  once retained,  regarding  these matters.
  
       The Company has provided Deloitte with a copy of the foregoing disclosures,
  and  requested a response to the  disclosures.  The Company  promptly  will file
  another 8-K when it receives a response from Deloitte.
  
  
  <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 21, 2004          By:    /s/ Allyson Vanderford
                                           -------------------------------
                                    Name:  Allyson Vanderford
                                    Title: Vice President, Finance and Treasurer
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "deloitteresignation.txt", "description": "DELOITTE RESIGNATION", "secsgml_size_bytes": 8565}]
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": "041218686"}, "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: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                              --------------------------
  
                                      FORM 8K
  
                                   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 15, 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))
  Item 3.01  Notice of Delisting or Failure to Satisfy A Continued Listing
             Rule Or Standard; Transfer of Listing.
  
       On December 20, 2004, Merisel, Inc. (the "Company") received a notice
  from the staff of the Nasdaq Stock Market (the "Staff") that the Nasdaq Listing
  Qualifications Panel (the "Panel") has denied the Company's appeal of the
  Staff's October 1, 2004 decision to delist the common stock of the Company.
  Accordingly, the Company's common stock will be delisted effective with the open
  of business on December 22, 2004.
  
       The Panel gave the following reasons for denying the Company's appeal.
  First, as announced by the Company on December 3, 2004, the Panel was concerned
  about the Company's failure to file a timely Form 10-Q for the quarterly period
  ended September 30, 2004 as required by Nasdaq Marketplace Rule 4310(c)(14).
  Marketplace Rule 4310(c)(14) requires the Company to file copies of any report
  required by the Securities and Exchange Commission (SEC) on or prior to the date
  set by the SEC. The Panel acknowledged the Company's position that the delay in
  filing was caused by the Company's internal investigation of its former
  President and CEO, but nonetheless concluded that an exception could not be made
  to the Nasdaq rules because the Company had not presented a plan of compliance
  or provided a date by which it anticipated filing the delinquent report.
  
       Second, as previously announced by the Company on October 4, 2004, the
  Staff's original decision to delist the Company was based on the Staff's
  conclusion that the Company is not currently engaged in active business
  operations. The Panel acknowledged the Company's continuing efforts to acquire
  the assets of an operating business, but did not consider the plan to be
  sufficiently definite to merit an exception to the Staff's decision to delist a
  company that currently is a public shell.
  
       The Company has not yet determined whether to take action in response
  to this notice.
  
  Item 4.01  Changes in Registrant's Certifying Accountant
  
       On December 15, 2004,  Deloitte & Touche LLP  ("Deloitte")  orally informed
  the  chair of the  Company's  Audit  Committee  that it was resigning effective
  immediately.  On December 16,  2004,  Deloitte  sent the Company a letter dated
  the 15th confirming Deloitte's resignation effective on December 15, 2004.
  Deloitte's  decision to resign was neither  recommended  nor approved by the
  Company's Audit Committee or its Board of Directors.
  
       Deloitte's report on the Company's consolidated financial statements
  for each of the past two years did not contain any adverse opinion or disclaimer
  of opinion, and was not qualified or modified as to uncertainty, audit scope or
  accounting principles. There have been no disagreements between the Company and
  Deloitte for the past two years or the subsequent interim period preceding the
  date of Deloitte's resignation on any matter of accounting principles or
  practices, financial statement disclosure, or auditing scope or procedure.
  Deloitte  has  informed  the  Company  of the  following  reasons  for  its
  resignation.  First,  since the Company's sale of various assets and liabilities
  to D&H Services LLC in August 2004,  the Company has had no on-going  operations
  or  revenues,  other than  interest  income - although  it  continues  to pursue
  opportunities  to  acquire  a  new  operating  business.  Second,  Deloitte  has
  expressed concern regarding the Company's  investigation of the alleged fraud by
  the Company's former  President and CEO, Timothy Jenson,  in connection with the
  D&H Services  transaction.  In  particular,  Deloitte had asked that the Company
  investigate  whether Mr. Jenson had access to the Company's  financial reporting
  system and asked that the Company  investigate  other  transactions in which Mr.
  Jenson may have been involved. The Company continues to investigate these issues
  and has  informed  Deloitte of this fact,  but due to a  preplanned  move of the
  Company's  offices,  the  Company's  computer  system was  unavailable  for such
  investigation  until  December 17, 2004.  The move was completed on December 17,
  2004,  and the  Company's  computer  systems were once again  operational  as of
  December 21, 2004. The Company intends to complete the  investigation  requested
  by Deloitte.  Finally, Deloitte advised the Company on December 15, 2004 that it
  was unwilling to rely upon the  representations  of the  Company's  current CEO.
  This  decision  was based on a  judgment  issued on January  27,  2003 in SEC v.
  Dunlap, et al, U.S.D.C.  S.D. Fla., Case No.  01-8437-Civ.,  which set forth the
  terms  of a civil  settlement  between  the  Company's  current  CEO and the SEC
  relating to the current CEO's employment in the mid-1990s at Sunbeam Corporation
  ("the Settlement Order"). Prior to hiring the current CEO, however, the Board of
  Directors of the Company  carefully  reviewed the  Settlement  Order and related
  materials  and  determined  that the current CEO did not admit  liability in the
  Settlement  Order and that the terms of the  Settlement  Order did not present a
  legal  obstacle  to hiring  the  current  CEO.  The Board of  Directors  further
  determined  that the Company's  current CEO was  otherwise  fit for office.  The
  latter  two  reasons  given  for  Deloitte's  resignation  constitute  the  only
  reportable events under (a)(1)(v) of Item 304 of Regulation S-K for the past two
  years  or the  subsequent  interim  period  preceding  the  date  of  Deloitte's
  resignation.
  
       The Company's Audit Committee and Board of Directors have discussed
  these  matters  with  Deloitte.  The  Company  has not yet  retained a successor
  accountant  but  will  actively  search  for  a new  auditor.  The  Company  has
  authorized  Deloitte  to  respond  fully  to  any  inquiries  of  the  successor
  accountant,  once retained,  regarding  these matters.
  
       The Company has provided Deloitte with a copy of the foregoing disclosures,
  and  requested a response to the  disclosures.  The Company  promptly  will file
  another 8-K when it receives a response from Deloitte.
  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 21, 2004          By:    /s/ Allyson Vanderford
                                           -------------------------------
                                    Name:  Allyson Vanderford
                                    Title: Vice President, Finance and Treasurer