<PAGE>

   As filed with the Securities and Exchange Commission on August 1, 2001

                                                Registration No. 333-___________
________________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                              PC CONNECTION, INC.
            (Exact name of registrant as specified in its charter)

                Delaware                              02-0513618
     (State or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)            Identification Number)

         Route 101A, 730 Milford Road, Merrimack, New Hampshire  03054
            (Address of Principal Executive Offices)        (Zip Code)

          1997 Amended and Restated Stock Incentive Plan, as amended
                           (Full title of the plan)

                                Patricia Gallup
                             Chairman of the Board
                              PC Connection, Inc.
                                  Route 101A
                               730 Milford Road
                        Merrimack, New Hampshire 03054
                    (Name and address of agent for service)

                                (603) 423-2000
         (Telephone number, including area code, of agent for service)
________________________________________________________________________________


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 Title of securities to      Amount to be           Proposed maximum          Proposed maximum         Amount of
    be registered             registered           offering price per        aggregate offering      registration
                                                         share (1)                  price (1)             fee
--------------------------------------------------------------------------------------------------------------------
<S>                      <C>                    <C>                        <C>                      <C>
 Common Stock,                 600,000                  $13.85                  $8,310,000               $2,078
 $0.01 par value
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the high and low prices of the Common Stock on
     Nasdaq National Market on July 31, 2001 in accordance with Rules 457(c)
     and 457(h) of the Securities Act of 1933.

________________________________________________________________________________
<PAGE>

                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     The information required by Item 1 is included in documents sent or given
to participants in the plan covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

Item 2.  Registrant Information and Employee Plan Annual Information.

     The written statement required by Item 2 is included in documents sent or
given to participants in the plan covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission").   The following documents, which are on file with the
Commission, are incorporated in this registration statement by reference:

     (a)    The registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the registrant's latest fiscal year for which such statements have been
filed.

     (b)    All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

     (c)    The description of the securities contained in the registrant's
registration statement on Form 8-A and filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of the filing of such documents.  Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.   Any

                                      -1-
<PAGE>

statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement.

Item 6.  Indemnification of Directors and Officers.

          Article SEVENTH of the registrant's Amended and Restated Certificate
of Incorporation, as amended provides that, except to the extent that the
General Corporation Law of Delaware prohibits the elimination or limitation of
liability of directors for breaches of fiduciary duty, no director of the
registrant shall be personally liable to the registrant of its stockholders for
monetary damages for any breach of fiduciary duty as a director, notwithstanding
any provision of law imposing such liability.

          Article EIGHTH of the registrant's Amended and Restated Certificate of
Incorporation, as amended provides that the registrant shall indemnify each
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the registrant), by reason of his or her position (an "Indemnitee"), or
by reason of any action alleged to have been taken or omitted in such capacity,
against all expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred by him or her or on his or her behalf in connection with
such action, suit or proceeding and any appeal therefrom, if he or she acted in
good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the registrant, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

          Article EIGHTH of the registrant's Amended and Restated Certificate of
Incorporation, as amended provides that the registrant shall indemnify any
Indemnitee who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
registrant to procure a judgment in its favor by reason of Indemnitee's position
or by reason of any action alleged to have been taken or omitted in such
capacity, against all expenses and, to the extent permitted by law amounts paid
in settlement actually and reasonably incurred by him or her on his or her
behalf in connection with such action, suit or proceeding, and any appeal
therefrom, if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the registrant.

          Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid

                                      -2-
<PAGE>

and expenses incurred in connection with an action or proceeding to which he is
or is threatened to be made a party by reason of such position, if such person
shall have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful; provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.

     The registrant maintains a general liability insurance policy which covers
certain liabilities of directors and officers of the registrant arising out of
claims based on acts or omissions in their capacities as directors or officers.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

Item 9.  Undertakings.

1.  Item 512(a) of Regulation S-K.  The undersigned registrant hereby
undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i)    To include any prospectus required by Section 10(a)(3) of the
Securities Act;

          (ii)   To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in "Calculation of Registration Fee"
table in the effective registration statement; and

          (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

                                      -3-
<PAGE>

provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

2.  Item 512(b) of Regulation S-K.  The undersigned registrant hereby undertakes
    that, for purposes of determining any liability under the Securities Act,
    each filing of the registrant's annual report pursuant to Section 13(a) or
    Section 15(d) of the Exchange Act that is incorporated by reference in the
    registration statement shall be deemed to be a new registration statement
    relating to the securities offered therein, and the offering of such
    securities at that time shall be deemed to be the initial bona fide offering
    thereof.

3.  Item 512(h) of Regulation S-K.  Insofar as indemnification for liabilities
    arising under the Securities Act may be permitted to directors, officers and
    controlling persons of the registrant pursuant to the foregoing provisions,
    or otherwise, the registrant has been advised that in the opinion of the
    Securities and Exchange Commission such indemnification is against public
    policy as expressed in the Securities Act and is, therefore, unenforceable.
    In the event that a claim for indemnification against such liabilities
    (other than the payment by the registrant of expenses incurred or paid by a
    director, officer or controlling person of the registrant in the successful
    defense of any action, suit or proceeding) is asserted by such director,
    officer or controlling person in connection with the securities being
    registered, the registrant will, unless in the opinion of its counsel the
    matter has been settled by controlling precedent, submit to a court of
    appropriate jurisdiction the question whether such indemnification by it is
    against public policy as expressed in the Securities Act and will be
    governed by the final adjudication of such issue.

                                      -4-
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Merrimack, New Hampshire, on the 31st day of July,
2001.

                              PC CONNECTION, INC.



                              By:   /s/ Patricia Gallup
                                    --------------------------------
                                    Patricia Gallup
                                    Chairman of the Board



                               POWER OF ATTORNEY

We, the undersigned officers and directors of PC Connection, Inc. hereby
severally constitute Patricia Gallup and Wayne L. Wilson, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable PC
Connection, Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capacities and on the date
indicated.

                                      -5-
<PAGE>

<TABLE>
<CAPTION>
        Signature                              Title                            Date
        ---------                              -----                            ----

<S>                                 <C>                                    <C>

/s/ Patricia Gallup                 Chairman of the Board                   July 31, 2001
--------------------------
Patricia Gallup

/s/ Kenneth Koppel                  Chief Executive Officer                 July 31, 2001
--------------------------          (principal executive officer)
Kenneth Koppel


/s/ Wayne L. Wilson                 President and Chief Operating Officer   July 31, 2001
--------------------------          (principal operating officer)
Wayne L. Wilson


/s/ Mark A. Gavin                   Chief Financial Officer (principal      July 31, 2001
--------------------------          financial and accounting officer)
Mark A. Gavin


/s/ David Hall                      Vice Chairman of the Board              July 31, 2001
--------------------------
David Hall


/s/ David Beffa-Negrini             Director                                July 31, 2001
--------------------------
David Beffa-Negrini


/s/ Martin C. Murrer                Director                                July 31, 2001
--------------------------
Martin C. Murrer


/s/ Peter J. Baxter                 Director                                July 31, 2001
--------------------------
Peter J. Baxter


/s/ Joseph Baute                    Director                                July 31, 2001
--------------------------
Joseph Baute
</TABLE>

                                      -6-
<PAGE>

                                 Exhibit Index
                                 -------------


<TABLE>
<CAPTION>
Exhibit
Number       Description
------       -----------
<C>          <S>
4.1(1)       Amended and Restated Certificate of Incorporation of the
             registrant, as amended, as currently in effect.
4.2(2)       By-Laws of the registrant
5.1          Opinion of Hale and Dorr LLP
15           Letter on unaudited interim financial information
23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2         Consent of Deloitte & Touche LLP
24           Power of Attorney (included in the signature page of this
             Registration Statement)
</TABLE>
_______________________
(1) Incorporated herein by reference to Exhibit 3.1 to the registrant's
    Registration Statement on Form S-4 (File No. 333-63272).

(2) Incorporated herein by reference to Exhibit 3.4 to the registrant's
    Registration Statement on Form S-1 (File No. 333-41171).
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18828}]
{"company-data": {"conformed-name": "PC CONNECTION INC", "cik": "0001050377", "assigned-sic": "5961", "irs-number": "020513618", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66450", "film-number": "1695122"}, "business-address": {"street1": "ROUTE 101A", "street2": "730 MILFORD RD", "city": "MERRIMACK", "state": "NH", "zip": "03054", "phone": "6034232000"}, "mail-address": {"street1": "ROUTE 101A", "street2": "730 MILFORD RD", "city": "MERRIMACK", "state": "NH", "zip": "03054"}}
As filed with the Securities and Exchange Commission on August 1, 2001

                                                Registration No. 333-___________
________________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                              PC CONNECTION, INC.
            (Exact name of registrant as specified in its charter)

                Delaware                              02-0513618
     (State or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)            Identification Number)

         Route 101A, 730 Milford Road, Merrimack, New Hampshire  03054
            (Address of Principal Executive Offices)        (Zip Code)

          1997 Amended and Restated Stock Incentive Plan, as amended
                           (Full title of the plan)

                                Patricia Gallup
                             Chairman of the Board
                              PC Connection, Inc.
                                  Route 101A
                               730 Milford Road
                        Merrimack, New Hampshire 03054
                    (Name and address of agent for service)

                                (603) 423-2000
         (Telephone number, including area code, of agent for service)
________________________________________________________________________________

                        CALCULATION OF REGISTRATION FEE
Title of securities to      Amount to be           Proposed maximum          Proposed maximum         Amount of
    be registered             registered           offering price per        aggregate offering      registration
                                                         share (1)                  price (1)             fee
--------------------------------------------------------------------------------------------------------------------
Common Stock,                 600,000                  $13.85                  $8,310,000               $2,078
 $0.01 par value
--------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee, and
     based upon the average of the high and low prices of the Common Stock on
     Nasdaq National Market on July 31, 2001 in accordance with Rules 457(c)
     and 457(h) of the Securities Act of 1933.

________________________________________________________________________________
PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     The information required by Item 1 is included in documents sent or given
to participants in the plan covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

Item 2.  Registrant Information and Employee Plan Annual Information.

     The written statement required by Item 2 is included in documents sent or
given to participants in the plan covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission").   The following documents, which are on file with the
Commission, are incorporated in this registration statement by reference:

     (a)    The registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the registrant's latest fiscal year for which such statements have been
filed.

     (b)    All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

     (c)    The description of the securities contained in the registrant's
registration statement on Form 8-A and filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of the filing of such documents.  Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.   Any

                                      -1-
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement.

Item 6.  Indemnification of Directors and Officers.

          Article SEVENTH of the registrant's Amended and Restated Certificate
of Incorporation, as amended provides that, except to the extent that the
General Corporation Law of Delaware prohibits the elimination or limitation of
liability of directors for breaches of fiduciary duty, no director of the
registrant shall be personally liable to the registrant of its stockholders for
monetary damages for any breach of fiduciary duty as a director, notwithstanding
any provision of law imposing such liability.

          Article EIGHTH of the registrant's Amended and Restated Certificate of
Incorporation, as amended provides that the registrant shall indemnify each
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the registrant), by reason of his or her position (an "Indemnitee"), or
by reason of any action alleged to have been taken or omitted in such capacity,
against all expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred by him or her or on his or her behalf in connection with
such action, suit or proceeding and any appeal therefrom, if he or she acted in
good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the registrant, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

          Article EIGHTH of the registrant's Amended and Restated Certificate of
Incorporation, as amended provides that the registrant shall indemnify any
Indemnitee who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
registrant to procure a judgment in its favor by reason of Indemnitee's position
or by reason of any action alleged to have been taken or omitted in such
capacity, against all expenses and, to the extent permitted by law amounts paid
in settlement actually and reasonably incurred by him or her on his or her
behalf in connection with such action, suit or proceeding, and any appeal
therefrom, if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the registrant.

          Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid

                                      -2-
and expenses incurred in connection with an action or proceeding to which he is
or is threatened to be made a party by reason of such position, if such person
shall have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful; provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.

     The registrant maintains a general liability insurance policy which covers
certain liabilities of directors and officers of the registrant arising out of
claims based on acts or omissions in their capacities as directors or officers.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

Item 9.  Undertakings.

1.  Item 512(a) of Regulation S-K.  The undersigned registrant hereby
undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i)    To include any prospectus required by Section 10(a)(3) of the
Securities Act;

          (ii)   To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in "Calculation of Registration Fee"
table in the effective registration statement; and

          (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

                                      -3-
provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

2.  Item 512(b) of Regulation S-K.  The undersigned registrant hereby undertakes
    that, for purposes of determining any liability under the Securities Act,
    each filing of the registrant's annual report pursuant to Section 13(a) or
    Section 15(d) of the Exchange Act that is incorporated by reference in the
    registration statement shall be deemed to be a new registration statement
    relating to the securities offered therein, and the offering of such
    securities at that time shall be deemed to be the initial bona fide offering
    thereof.

3.  Item 512(h) of Regulation S-K.  Insofar as indemnification for liabilities
    arising under the Securities Act may be permitted to directors, officers and
    controlling persons of the registrant pursuant to the foregoing provisions,
    or otherwise, the registrant has been advised that in the opinion of the
    Securities and Exchange Commission such indemnification is against public
    policy as expressed in the Securities Act and is, therefore, unenforceable.
    In the event that a claim for indemnification against such liabilities
    (other than the payment by the registrant of expenses incurred or paid by a
    director, officer or controlling person of the registrant in the successful
    defense of any action, suit or proceeding) is asserted by such director,
    officer or controlling person in connection with the securities being
    registered, the registrant will, unless in the opinion of its counsel the
    matter has been settled by controlling precedent, submit to a court of
    appropriate jurisdiction the question whether such indemnification by it is
    against public policy as expressed in the Securities Act and will be
    governed by the final adjudication of such issue.

                                      -4-
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Merrimack, New Hampshire, on the 31st day of July,
2001.

                              PC CONNECTION, INC.

                              By:   /s/ Patricia Gallup
                                    --------------------------------
                                    Patricia Gallup
                                    Chairman of the Board

                               POWER OF ATTORNEY

We, the undersigned officers and directors of PC Connection, Inc. hereby
severally constitute Patricia Gallup and Wayne L. Wilson, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable PC
Connection, Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capacities and on the date
indicated.

                                      -5-
Signature                              Title                            Date
        ---------                              -----                            ----
/s/ Patricia Gallup                 Chairman of the Board                   July 31, 2001
--------------------------
Patricia Gallup

/s/ Kenneth Koppel                  Chief Executive Officer                 July 31, 2001
--------------------------          (principal executive officer)
Kenneth Koppel

/s/ Wayne L. Wilson                 President and Chief Operating Officer   July 31, 2001
--------------------------          (principal operating officer)
Wayne L. Wilson

/s/ Mark A. Gavin                   Chief Financial Officer (principal      July 31, 2001
--------------------------          financial and accounting officer)
Mark A. Gavin

/s/ David Hall                      Vice Chairman of the Board              July 31, 2001
--------------------------
David Hall

/s/ David Beffa-Negrini             Director                                July 31, 2001
--------------------------
David Beffa-Negrini

/s/ Martin C. Murrer                Director                                July 31, 2001
--------------------------
Martin C. Murrer

/s/ Peter J. Baxter                 Director                                July 31, 2001
--------------------------
Peter J. Baxter

/s/ Joseph Baute                    Director                                July 31, 2001
--------------------------
Joseph Baute
-6-
Exhibit Index
                                 -------------
Exhibit
Number       Description
------       -----------
4.1(1)       Amended and Restated Certificate of Incorporation of the
             registrant, as amended, as currently in effect.
4.2(2)       By-Laws of the registrant
5.1          Opinion of Hale and Dorr LLP
15           Letter on unaudited interim financial information
23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2         Consent of Deloitte & Touche LLP
24           Power of Attorney (included in the signature page of this
             Registration Statement)
_______________________
(1) Incorporated herein by reference to Exhibit 3.1 to the registrant's
    Registration Statement on Form S-4 (File No. 333-63272).

(2) Incorporated herein by reference to Exhibit 3.4 to the registrant's
    Registration Statement on Form S-1 (File No. 333-41171).