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): November 30, 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)
  
          200 Continental Boulevard              90245-0948
            El Segundo, 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 November 30, 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") will consider 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) in its determination whether
  to delist the Company's common stock.  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.
  
       As requested by the Staff,  on December 3, 2004, the Company issued a press
  release  regarding  its  receipt  of the  letter  from the Staff  (see Item 7.01
  below), and will submit a letter to the Panel on or prior to December 7, 2004 to
  address the Company's delinquency with respect to its Form 10-Q filing.
  
  
  Item 7.01  Regulation FD Disclosure.
  
       On December 3, 2004, the Company issued a press release  indicating that it
  had received a notice from the Staff that the Panel will  consider the company's
  failure to file a timely 10-Q for the quarterly  period ended September 30, 2004
  in its  consideration  of the Company's appeal of the Panel's decision to delist
  the Company's  common stock.  The press release is  incorporated  herein to this
  Form 8-K by  reference  and a copy of the press  release is  attached  hereto as
  Exhibit 99.1.
  
       Note: The information contained in Item 7.01 of this Current Report on Form
  8-K (including  Exhibit 99.1) shall not be deemed to be "filed" for the purposes
  of Section  18 of the  Securities  and  Exchange  Act of 1934,  as  amended,  or
  otherwise subject to the liabilities of that section.
  
  
  Item 8.01  Other Events.
  
       On December 2, 2004, the Company issued a press release  announcing that on
  November 30, 2004 it had filed litigation against its former President and Chief
  Executive  Officer,  Timothy  Jenson.  Tina Wurtz,  Craig  Wurtz,  John Low, D&H
  Services,  LLC,  and TDH  Enterprises,  LLC also were named as  defendants.  The
  lawsuit  alleges,  among other things,  fraud in connection with the sale of the
  Company's  software  licensing  business,  including its notes and real property
  assets,  to D&H  Services,  LLC,  in  exchange  for the  assumption  of  certain
  liabilities  and a nominal amount of cash.  The Company seeks  rescission of the
  sale to D&H Services, LLC and compensatory and punitive damages.
  
       A copy of such  press  release  is  filed as  Exhibit  99.2  hereto  and is
  incorporated herein by reference in its entirety.
  
  <PAGE>
  
  Item 9.01 Financial Statements and Exhibits.
  
  (c) Exhibits.
  
       Exhibit 99.1- Press Release of Merisel, Inc. dated December 3, 2004.
       Exhibit 99.2- Press Release of Merisel, Inc. dated December 2, 2004.
  
  
  
  <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.
  
                                   /s/ Allyson Vanderford
  Date: December 3, 2004           By: _____________________________
                                   Name:    Allyson Vanderford
                                   Title:   Vice President, Finance and Treasurer
  
  
  <PAGE>
  
  <TABLE>
  <CAPTION>
  
  EXHIBIT INDEX
  
  <S>                                <C>
  ---------------------------------- ------------------------------------
  Exhibit Number                     Exhibit Description
  ---------------------------------- ------------------------------------
  ---------------------------------- ------------------------------------
  99.1                               Press Release of Merisel, Inc. dated
                                     December 3, 2004
  ---------------------------------- ------------------------------------
  99.2                               Press Release of Merisel, Inc. dated
                                     December 2, 2004
  ---------------------------------- ------------------------------------
  
  </TABLE>
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nasdaqlitigation8k.txt", "description": "8K NASDAQ AND LITIGATION", "secsgml_size_bytes": 6087}]
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": "041183051"}, "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 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): November 30, 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)
  
          200 Continental Boulevard              90245-0948
            El Segundo, 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 November 30, 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") will consider 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) in its determination whether
  to delist the Company's common stock.  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.
  
       As requested by the Staff,  on December 3, 2004, the Company issued a press
  release  regarding  its  receipt  of the  letter  from the Staff  (see Item 7.01
  below), and will submit a letter to the Panel on or prior to December 7, 2004 to
  address the Company's delinquency with respect to its Form 10-Q filing.
  
  Item 7.01  Regulation FD Disclosure.
  
       On December 3, 2004, the Company issued a press release  indicating that it
  had received a notice from the Staff that the Panel will  consider the company's
  failure to file a timely 10-Q for the quarterly  period ended September 30, 2004
  in its  consideration  of the Company's appeal of the Panel's decision to delist
  the Company's  common stock.  The press release is  incorporated  herein to this
  Form 8-K by  reference  and a copy of the press  release is  attached  hereto as
  Exhibit 99.1.
  
       Note: The information contained in Item 7.01 of this Current Report on Form
  8-K (including  Exhibit 99.1) shall not be deemed to be "filed" for the purposes
  of Section  18 of the  Securities  and  Exchange  Act of 1934,  as  amended,  or
  otherwise subject to the liabilities of that section.
  
  Item 8.01  Other Events.
  
       On December 2, 2004, the Company issued a press release  announcing that on
  November 30, 2004 it had filed litigation against its former President and Chief
  Executive  Officer,  Timothy  Jenson.  Tina Wurtz,  Craig  Wurtz,  John Low, D&H
  Services,  LLC,  and TDH  Enterprises,  LLC also were named as  defendants.  The
  lawsuit  alleges,  among other things,  fraud in connection with the sale of the
  Company's  software  licensing  business,  including its notes and real property
  assets,  to D&H  Services,  LLC,  in  exchange  for the  assumption  of  certain
  liabilities  and a nominal amount of cash.  The Company seeks  rescission of the
  sale to D&H Services, LLC and compensatory and punitive damages.
  
       A copy of such  press  release  is  filed as  Exhibit  99.2  hereto  and is
  incorporated herein by reference in its entirety.
  Item 9.01 Financial Statements and Exhibits.
  
  (c) Exhibits.
  
       Exhibit 99.1- Press Release of Merisel, Inc. dated December 3, 2004.
       Exhibit 99.2- Press Release of Merisel, Inc. dated December 2, 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.
  
                                   /s/ Allyson Vanderford
  Date: December 3, 2004           By: _____________________________
                                   Name:    Allyson Vanderford
                                   Title:   Vice President, Finance and Treasurer
  EXHIBIT INDEX
  ---------------------------------- ------------------------------------
  Exhibit Number                     Exhibit Description
  ---------------------------------- ------------------------------------
  ---------------------------------- ------------------------------------
  99.1                               Press Release of Merisel, Inc. dated
                                     December 3, 2004
  ---------------------------------- ------------------------------------
  99.2                               Press Release of Merisel, Inc. dated
                                     December 2, 2004
  ---------------------------------- ------------------------------------