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): February 3, 2005
  
                                  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) 765-4654
  
  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>
  
  
                    INFORMATION TO BE INCLUDED IN THE REPORT
  
  Item 1.01  Entry into Material Definitive Agreement
  
       On February 8, 2005,  Merisel Inc. (the  "Company")  issued a press release
  announcing  that on February 3, 2005,  the  Company  and Merisel  Americas, Inc.
  settled their dispute with former President & Chief Executive  Officer,  Timothy
  N. Jenson,  D&H Services,  LLC ("D&H"),  TDH Enterprises LLC, Tina Wurtz,  Craig
  Wurtz,  and John Low.  Mr.  Jenson is the former  Chief  Executive  Officer  and
  President of the Company. On August 18, 2004, Merisel Americas, Inc. transferred
  to D&H  certain  assets  and  liabilities  that had  principally  comprised  the
  Company's software licensing business,  including notes and real estate property
  assets. There are no other material relationships between the Company and any of
  the parties to the agreement.
  
       The agreement and its terms are  confidential,  and the Company  intends to
  seek confidential treatment from the SEC for the agreement.  However, as part of
  the settlement,  Merisel  Americas,  Inc. and D&H agreed to rescind the Purchase
  Agreement between Merisel Americas, Inc. and D&H in all its elements that closed
  in August  2004.  D&H also  agreed to make a cash  payment to the  Company  that
  represents  compensation for all amounts earned on the assets transferred by the
  Purchase  Agreement between August 18, 2004 and the date of settlement.  Also as
  part of the settlement,  Mr. Jenson will receive only certain cash payments that
  represent  compensation  Mr.  Jenson  earned prior to his  resignation  from the
  Company.
  
  Item 2.03  Creation  of a  Direct  Financial  Obligation  or  an  Obligation
  under  an  Off-Balance  Sheet Arrangement of a Registrant
  
       Under the terms of the settlement  agreement  discussed in Item 1.01 above,
  the Company accepted  responsibility  as of February 3, 2005 for the liabilities
  that  it had  transferred  to D&H in  August  2004.  The  book  value  of  these
  liabilities is  approximately  $2.7 million.  The estimate for future  potential
  payments of these liabilities is approximately $750,000, subject to verification
  by  outside  auditors.   These  liabilities   consist  of  tax   indemnification
  liabilities,  vendor contracts,  and similar liabilities that had accrued in the
  ordinary course of business prior to August 18, 2004.
  
       The terms of the agreement that created this  obligation are  confidential.
  However,  as a part of the  settlement,  the Company  also will receive from D&H
  certain  cash,  and assets  including  real  property,  related to the  Purchase
  Agreement between Merisel Americas, Inc. and D&H that closed in August 2004.
  
  Item 9.01  Financial Statements and Exhibits
  
  (c)      Exhibits
  
           99.1  Press release of Merisel, Inc. dated February 8, 2005
  
  
  <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: February 8, 2005            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 February 8, 2005
  
  </TABLE>
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "litigationsettle8k.txt", "description": "LIGITATION SETTLEMENT 8K", "secsgml_size_bytes": 5477}]
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": "05585351"}, "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): February 3, 2005
  
                                  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) 765-4654
  
  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))
  INFORMATION TO BE INCLUDED IN THE REPORT
  
  Item 1.01  Entry into Material Definitive Agreement
  
       On February 8, 2005,  Merisel Inc. (the  "Company")  issued a press release
  announcing  that on February 3, 2005,  the  Company  and Merisel  Americas, Inc.
  settled their dispute with former President & Chief Executive  Officer,  Timothy
  N. Jenson,  D&H Services,  LLC ("D&H"),  TDH Enterprises LLC, Tina Wurtz,  Craig
  Wurtz,  and John Low.  Mr.  Jenson is the former  Chief  Executive  Officer  and
  President of the Company. On August 18, 2004, Merisel Americas, Inc. transferred
  to D&H  certain  assets  and  liabilities  that had  principally  comprised  the
  Company's software licensing business,  including notes and real estate property
  assets. There are no other material relationships between the Company and any of
  the parties to the agreement.
  
       The agreement and its terms are  confidential,  and the Company  intends to
  seek confidential treatment from the SEC for the agreement.  However, as part of
  the settlement,  Merisel  Americas,  Inc. and D&H agreed to rescind the Purchase
  Agreement between Merisel Americas, Inc. and D&H in all its elements that closed
  in August  2004.  D&H also  agreed to make a cash  payment to the  Company  that
  represents  compensation for all amounts earned on the assets transferred by the
  Purchase  Agreement between August 18, 2004 and the date of settlement.  Also as
  part of the settlement,  Mr. Jenson will receive only certain cash payments that
  represent  compensation  Mr.  Jenson  earned prior to his  resignation  from the
  Company.
  
  Item 2.03  Creation  of a  Direct  Financial  Obligation  or  an  Obligation
  under  an  Off-Balance  Sheet Arrangement of a Registrant
  
       Under the terms of the settlement  agreement  discussed in Item 1.01 above,
  the Company accepted  responsibility  as of February 3, 2005 for the liabilities
  that  it had  transferred  to D&H in  August  2004.  The  book  value  of  these
  liabilities is  approximately  $2.7 million.  The estimate for future  potential
  payments of these liabilities is approximately $750,000, subject to verification
  by  outside  auditors.   These  liabilities   consist  of  tax   indemnification
  liabilities,  vendor contracts,  and similar liabilities that had accrued in the
  ordinary course of business prior to August 18, 2004.
  
       The terms of the agreement that created this  obligation are  confidential.
  However,  as a part of the  settlement,  the Company  also will receive from D&H
  certain  cash,  and assets  including  real  property,  related to the  Purchase
  Agreement between Merisel Americas, Inc. and D&H that closed in August 2004.
  
  Item 9.01  Financial Statements and Exhibits
  
  (c)      Exhibits
  
           99.1  Press release of Merisel, Inc. dated February 8, 2005
  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: February 8, 2005            By:---------------------------------
                                    Name:   Allyson Vanderford
                                    Title:  Vice President, Finance and Treasurer
  EXHIBIT INDEX
  Exhibit Number           Exhibit Description
  99.1                     Press Release of Merisel, Inc. dated February 8, 2005