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 22, 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 1.01 Entry into a Material Definitive Agreement.
  
       A  description  of the  Employment  Agreement  between Mr.  Donald Uzzi and
  Merisel,  Inc. dated November 22, 2004, is  incorporated  herein by reference to
  Item 5.02  below.  A copy of this  employment  agreement  is attached as Exhibit
  99.1.
  
  Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
  Appointment of Principal Officers.
  
       Effective  November  22, 2004,  Mr.  Donald  Uzzi,  age 52,  became the new
  President and Chief Executive Officer of Merisel,  Inc.  ("Merisel").  From July
  1999 to  December  2002,  Mr.  Uzzi was Senior  Vice  President,  Senior  Leader
  Operating  Team  at  EDS  Corporation,   the  computer  services  company.   His
  responsibilities  at  EDS  included  advertising,   marketing,   communications,
  government affairs,  strategic alliance planning, and alliance sales on a global
  basis. Since December 2002, Mr. Uzzi has provided private consulting services to
  various companies on marketing, corporate strategy, and communications.
  
       The terms of Mr. Uzzi's employment and his compensation are set forth in an
  employment  agreement  between Mr. Uzzi and Merisel.  A copy of this  employment
  agreement  is  attached as Exhibit  99.1.  The  initial  term of the  employment
  agreement is for a period of three years  beginning  on November  22, 2004,  and
  will automatically renew for additional one-year terms unless either party gives
  written  notice of  non-renewal  at least 90 days before  expiration of the then
  effective term.
  
       Under the  employment  agreement,  Mr.  Uzzi will  receive an initial  base
  salary of $200,000 per year.  The base salary will  increase to $450,000 upon an
  attainment  by Merisel of  earnings  before  taxes of at least $12  million on a
  rolling  four-quarter  basis,  and to $500,000  upon an attainment by Merisel of
  earnings before taxes of at least $15 million on a rolling  four-quarter  basis.
  The base salary will increase to $400,000 if, prior to the  attainment of either
  earnings before taxes goal, there is a consummation of an acquisition by Merisel
  of any entity as approved by Merisel's Board of Directors. Mr. Uzzi also will be
  eligible for an annual bonus with a target level of 100% of his base salary,  to
  be awarded based on achievement of Merisel's  forecasted EBITDA in the financial
  plan  approved by the Board and such other  criteria as may be determined by the
  Board or the Compensation  Committee.  Mr. Uzzi's annual bonus for calendar year
  2005 will be equal to at least 50 percent of his base salary. Mr. Uzzi also will
  receive a relocation  allowance of $100,000  for  expenses  associated  with the
  relocation of his family and moving of his household  goods and furnishings to a
  new residence.
  
       If Mr.  Uzzi's  employment is  terminated  by Merisel  without  "cause" (as
  defined in the employment agreement),  Mr. Uzzi will be entitled to continuation
  of his base salary for a period ending on the later of (x) the first anniversary
  of the  date of  termination  and (y) the  remaining  period  of the term of the
  employment  agreement.  In the event of termination of Mr. Uzzi's  employment by
  Merisel  without cause or  resignation by Mr. Uzzi for "good reason" (as defined
  in the employment  agreement)  during the one-year period  following a change in
  control of Merisel, Mr. Uzzi will be entitled to continuation of his base salary
  for a period  ending on the later of (x) the second  anniversary  of the date of
  
  
  <PAGE>
  
  such  termination or resignation and (y) the remaining period of the term of the
  agreement.  In the event of termination of employment due to Mr. Uzzi's death or
  disability, Mr. Uzzi will be entitled to continuation of base salary for 60 days
  following  termination.  Mr. Uzzi will be entitled to a pro rata  portion of his
  annual bonus for the calendar year in which the termination  occurs,  based upon
  the attainment of the applicable criteria up to the date of termination,  in the
  event  of (i)  termination  by  Merisel  without  cause,  (ii)  within  one year
  following  a  change  in  control,  termination  by  Merisel  without  cause  or
  resignation by Mr. Uzzi for good reason,  (iii) termination  following Merisel's
  delivery  to Mr. Uzzi of a notice or  nonrenewal,  or (iv) Mr.  Uzzi's  death or
  disability.
  
       Under the employment  agreement,  effective November 22, 2004, Mr. Uzzi was
  granted 150,000  restricted shares of Merisel's common stock, as well as options
  to purchase  300,000  shares of Merisel's  common stock.  The stock options were
  granted in three equal tranches,  with per share exercise prices of $5.00, $8.00
  and $12.00,  respectively.  The stock options and restricted shares will vest an
  initial 50 percent on November 22, 2005, and an additional 25 percent on each of
  November 22, 2006 and 2007.  If Mr.  Uzzi's  employment is terminated by Merisel
  without  cause,  a pro rata portion of the unvested stock options and restricted
  shares that were  scheduled  to have vested on the next  scheduled  vesting date
  following the date of termination will become immediately  vested. If Mr. Uzzi's
  employment is  terminated  by Merisel  without cause prior to November 22, 2005,
  25,000 of the stock options in each tranche and 37,500  restricted  shares shall
  become  fully  vested and a pro rata  portion of the  remaining  unvested  stock
  options in each tranche and the remaining  restricted shares that were scheduled
  to have vested on November  22, 2005,  will become  immediately  vested.  If Mr.
  Uzzi's  employment is terminated due to Mr. Uzzi's death or disability  prior to
  November  22,  2005,  25,000 of the stock  options  in each  tranche  and 37,500
  restricted  shares shall become fully vested.  If,  within one year  following a
  change in control of Merisel,  Mr.  Uzzi's  employment  is terminated by Merisel
  without  cause or Mr. Uzzi resigns for good  reason,  all  outstanding  unvested
  stock options and all outstanding  unvested restricted shares shall become fully
  vested.
  
       Under the  employment  agreement,  Mr.  Uzzi  agrees  not to  disclose  the
  Merisel's  confidential  information  and,  for a period of two years  following
  termination of his  employment for any reason,  not to compete with the business
  of  Merisel  and  not to  solicit  or  otherwise  to  interfere  with  Merisel's
  relationship with its customers or employees.
  
       There are no family  relationships  between Mr. Uzzi and any other director
  or executive officer of Merisel.
  
       Mr. Uzzi is not a director of any other public or private companies.
  
       With the exception of Mr. Uzzi's  employment  contract,  Merisel has had no
  transactions   since  the  beginning  of  its  last  fiscal  year,  and  has  no
  transactions proposed, in which Mr. Uzzi, or any member of his immediate family,
  has a direct or indirect material interest.
  
       Mr. Uzzi replaces Timothy N. Jenson, who, as announced by Merisel
  on November 15, 2004,  tendered his  resignation  from all offices and
  directorships of Merisel and its subsidiaries  effective  November 22,
  2004. Except for Mr. Jenson's  resignation and Mr. Uzzi's appointment,
  
  
  
  <PAGE>
  
  
  the remainder of Merisel's  Board of Directors and officers remain the
  same.  Mr.  Jenson's  resignation  followed  a  decision  by the Audit
  Committee  of Merisel to  investigate  the sale of certain  assets and
  liabilities  that  had  principally   comprised   Merisel's   software
  licensing  business,  including notes and real property assets, to D&H
  Services,  LLC. Among other things,  the  investigation has focused on
  Mr. Jensen's  relationships with D&H Services, LLC and its principals,
  and whether the financial and other terms of the transaction were fair
  to  Merisel.  The  investigation  of the  D&H  transaction  and of Mr.
  Jenson's   activities  is  continuing,   and  Merisel  is  considering
  available  legal  options,  including  possible  rescission of the D&H
  transaction,  and other  remedies to recover  any damages  suffered by
  Merisel.
  
       A copy of a press  release  dated  November  22, 2004  announcing these
  matters is attached hereto as Exhibit 99.2.
  
  Item 9.01 Financial Statements and Exhibits.
  
  (c) Exhibits.
  
      Exhibit 99.1 - Employment Agreement between Mr. Donald Uzzi and Merisel,
                     Inc. dated November 22, 2004.
  
      Exhibit 99.2 - Press Release of Merisel, Inc. dated November 22, 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.
  
  Date:    November 23, 2004            /s/ Allyson Vanderford
                                   By:  -----------------------------
                                  Name: Allyson Vanderford
                               Title:   Vice President, Finance and Treasurer
  
  
  
  <PAGE>
  
  
  
  <TABLE>
  <CAPTION>
                               EXHIBIT INDEX
  
  -------------------------------------- --------------------------------------
  Exhibit Number                         Exhibit Description
  -------------------------------------- --------------------------------------
  -------------------------------------- --------------------------------------
  <S>                                    <C>
  99.1                                   Employment Agreement between Mr. Donald
                                         Uzzi and Merisel, Inc. dated November 22,
                                         2004.
  -------------------------------------- --------------------------------------
  -------------------------------------- --------------------------------------
  99.2                                   Press Release of Merisel, Inc. dated
                                         November 22, 2004
  -------------------------------------- --------------------------------------
  
  </TABLE>
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "uzzi8k.txt", "description": "NEW PRESIDENT 8K", "secsgml_size_bytes": 11866}]
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": "041164984"}, "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 22, 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 1.01 Entry into a Material Definitive Agreement.
  
       A  description  of the  Employment  Agreement  between Mr.  Donald Uzzi and
  Merisel,  Inc. dated November 22, 2004, is  incorporated  herein by reference to
  Item 5.02  below.  A copy of this  employment  agreement  is attached as Exhibit
  99.1.
  
  Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
  Appointment of Principal Officers.
  
       Effective  November  22, 2004,  Mr.  Donald  Uzzi,  age 52,  became the new
  President and Chief Executive Officer of Merisel,  Inc.  ("Merisel").  From July
  1999 to  December  2002,  Mr.  Uzzi was Senior  Vice  President,  Senior  Leader
  Operating  Team  at  EDS  Corporation,   the  computer  services  company.   His
  responsibilities  at  EDS  included  advertising,   marketing,   communications,
  government affairs,  strategic alliance planning, and alliance sales on a global
  basis. Since December 2002, Mr. Uzzi has provided private consulting services to
  various companies on marketing, corporate strategy, and communications.
  
       The terms of Mr. Uzzi's employment and his compensation are set forth in an
  employment  agreement  between Mr. Uzzi and Merisel.  A copy of this  employment
  agreement  is  attached as Exhibit  99.1.  The  initial  term of the  employment
  agreement is for a period of three years  beginning  on November  22, 2004,  and
  will automatically renew for additional one-year terms unless either party gives
  written  notice of  non-renewal  at least 90 days before  expiration of the then
  effective term.
  
       Under the  employment  agreement,  Mr.  Uzzi will  receive an initial  base
  salary of $200,000 per year.  The base salary will  increase to $450,000 upon an
  attainment  by Merisel of  earnings  before  taxes of at least $12  million on a
  rolling  four-quarter  basis,  and to $500,000  upon an attainment by Merisel of
  earnings before taxes of at least $15 million on a rolling  four-quarter  basis.
  The base salary will increase to $400,000 if, prior to the  attainment of either
  earnings before taxes goal, there is a consummation of an acquisition by Merisel
  of any entity as approved by Merisel's Board of Directors. Mr. Uzzi also will be
  eligible for an annual bonus with a target level of 100% of his base salary,  to
  be awarded based on achievement of Merisel's  forecasted EBITDA in the financial
  plan  approved by the Board and such other  criteria as may be determined by the
  Board or the Compensation  Committee.  Mr. Uzzi's annual bonus for calendar year
  2005 will be equal to at least 50 percent of his base salary. Mr. Uzzi also will
  receive a relocation  allowance of $100,000  for  expenses  associated  with the
  relocation of his family and moving of his household  goods and furnishings to a
  new residence.
  
       If Mr.  Uzzi's  employment is  terminated  by Merisel  without  "cause" (as
  defined in the employment agreement),  Mr. Uzzi will be entitled to continuation
  of his base salary for a period ending on the later of (x) the first anniversary
  of the  date of  termination  and (y) the  remaining  period  of the term of the
  employment  agreement.  In the event of termination of Mr. Uzzi's  employment by
  Merisel  without cause or  resignation by Mr. Uzzi for "good reason" (as defined
  in the employment  agreement)  during the one-year period  following a change in
  control of Merisel, Mr. Uzzi will be entitled to continuation of his base salary
  for a period  ending on the later of (x) the second  anniversary  of the date of
  such  termination or resignation and (y) the remaining period of the term of the
  agreement.  In the event of termination of employment due to Mr. Uzzi's death or
  disability, Mr. Uzzi will be entitled to continuation of base salary for 60 days
  following  termination.  Mr. Uzzi will be entitled to a pro rata  portion of his
  annual bonus for the calendar year in which the termination  occurs,  based upon
  the attainment of the applicable criteria up to the date of termination,  in the
  event  of (i)  termination  by  Merisel  without  cause,  (ii)  within  one year
  following  a  change  in  control,  termination  by  Merisel  without  cause  or
  resignation by Mr. Uzzi for good reason,  (iii) termination  following Merisel's
  delivery  to Mr. Uzzi of a notice or  nonrenewal,  or (iv) Mr.  Uzzi's  death or
  disability.
  
       Under the employment  agreement,  effective November 22, 2004, Mr. Uzzi was
  granted 150,000  restricted shares of Merisel's common stock, as well as options
  to purchase  300,000  shares of Merisel's  common stock.  The stock options were
  granted in three equal tranches,  with per share exercise prices of $5.00, $8.00
  and $12.00,  respectively.  The stock options and restricted shares will vest an
  initial 50 percent on November 22, 2005, and an additional 25 percent on each of
  November 22, 2006 and 2007.  If Mr.  Uzzi's  employment is terminated by Merisel
  without  cause,  a pro rata portion of the unvested stock options and restricted
  shares that were  scheduled  to have vested on the next  scheduled  vesting date
  following the date of termination will become immediately  vested. If Mr. Uzzi's
  employment is  terminated  by Merisel  without cause prior to November 22, 2005,
  25,000 of the stock options in each tranche and 37,500  restricted  shares shall
  become  fully  vested and a pro rata  portion of the  remaining  unvested  stock
  options in each tranche and the remaining  restricted shares that were scheduled
  to have vested on November  22, 2005,  will become  immediately  vested.  If Mr.
  Uzzi's  employment is terminated due to Mr. Uzzi's death or disability  prior to
  November  22,  2005,  25,000 of the stock  options  in each  tranche  and 37,500
  restricted  shares shall become fully vested.  If,  within one year  following a
  change in control of Merisel,  Mr.  Uzzi's  employment  is terminated by Merisel
  without  cause or Mr. Uzzi resigns for good  reason,  all  outstanding  unvested
  stock options and all outstanding  unvested restricted shares shall become fully
  vested.
  
       Under the  employment  agreement,  Mr.  Uzzi  agrees  not to  disclose  the
  Merisel's  confidential  information  and,  for a period of two years  following
  termination of his  employment for any reason,  not to compete with the business
  of  Merisel  and  not to  solicit  or  otherwise  to  interfere  with  Merisel's
  relationship with its customers or employees.
  
       There are no family  relationships  between Mr. Uzzi and any other director
  or executive officer of Merisel.
  
       Mr. Uzzi is not a director of any other public or private companies.
  
       With the exception of Mr. Uzzi's  employment  contract,  Merisel has had no
  transactions   since  the  beginning  of  its  last  fiscal  year,  and  has  no
  transactions proposed, in which Mr. Uzzi, or any member of his immediate family,
  has a direct or indirect material interest.
  
       Mr. Uzzi replaces Timothy N. Jenson, who, as announced by Merisel
  on November 15, 2004,  tendered his  resignation  from all offices and
  directorships of Merisel and its subsidiaries  effective  November 22,
  2004. Except for Mr. Jenson's  resignation and Mr. Uzzi's appointment,
  the remainder of Merisel's  Board of Directors and officers remain the
  same.  Mr.  Jenson's  resignation  followed  a  decision  by the Audit
  Committee  of Merisel to  investigate  the sale of certain  assets and
  liabilities  that  had  principally   comprised   Merisel's   software
  licensing  business,  including notes and real property assets, to D&H
  Services,  LLC. Among other things,  the  investigation has focused on
  Mr. Jensen's  relationships with D&H Services, LLC and its principals,
  and whether the financial and other terms of the transaction were fair
  to  Merisel.  The  investigation  of the  D&H  transaction  and of Mr.
  Jenson's   activities  is  continuing,   and  Merisel  is  considering
  available  legal  options,  including  possible  rescission of the D&H
  transaction,  and other  remedies to recover  any damages  suffered by
  Merisel.
  
       A copy of a press  release  dated  November  22, 2004  announcing these
  matters is attached hereto as Exhibit 99.2.
  
  Item 9.01 Financial Statements and Exhibits.
  
  (c) Exhibits.
  
      Exhibit 99.1 - Employment Agreement between Mr. Donald Uzzi and Merisel,
                     Inc. dated November 22, 2004.
  
      Exhibit 99.2 - Press Release of Merisel, Inc. dated November 22, 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:    November 23, 2004            /s/ Allyson Vanderford
                                   By:  -----------------------------
                                  Name: Allyson Vanderford
                               Title:   Vice President, Finance and Treasurer
  EXHIBIT INDEX
  
  -------------------------------------- --------------------------------------
  Exhibit Number                         Exhibit Description
  -------------------------------------- --------------------------------------
  -------------------------------------- --------------------------------------
  99.1                                   Employment Agreement between Mr. Donald
                                         Uzzi and Merisel, Inc. dated November 22,
                                         2004.
  -------------------------------------- --------------------------------------
  -------------------------------------- --------------------------------------
  99.2                                   Press Release of Merisel, Inc. dated
                                         November 22, 2004
  -------------------------------------- --------------------------------------