<PAGE>

    As filed with the Securities and Exchange Commission on June 28, 2002
                                                    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 No.)

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

                  1997 Employee Stock Purchase Plan, as amended
                            (Full Title of the Plan)

                                 Kenneth Koppel
                             Chief Executive Officer
                               PC Connection, Inc.
                           Rt. 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                                      Proposed Maximum      Proposed Maximum
Securities to be           Amount to be      Offering Price Per    Aggregate Offering         Amount of
Registered                 Registered(1)             Share                 Price           Registration Fee
--------------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>                   <C>                     <C>
Common Stock, $0.01
par value per share       200,000 shares         $4.46(2)            $892,000(2)            $82.00(3)
==============================================================================================================
</TABLE>

(1)  In accordance with Rule 416 under the Securities Act of 1933, as amended,
     this registration statement shall be deemed to cover any additional
     securities that may from time to time be offered or issued to prevent
     dilution resulting from stock splits, stock dividends or similar
     transactions.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
     amended, and based upon the average of the high and low

<PAGE>

     prices of the Registrant's Common Stock as reported on the Nasdaq National
     Market on June 25, 2002.

(3)  Calculated by multiplying 0.000092 by the proposed maximum aggregate
     offering price.

<PAGE>

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

     This Registration Statement on Form S-8 is being filed to reflect an
increase to the Company's 1997 Employee Stock Purchase Plan, as amended and
restated of 200,000 shares of Common Stock, $0.01 par value per share.

     Item 1. Plan Information.

     The information required by Item 1 is included in documents sent or given
to participants in the plans 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 plans 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 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 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.

                                      -1-

<PAGE>

     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 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.

                                      -2-

<PAGE>

     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; 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;

     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 the 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

                                      -3-

<PAGE>

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 Merrimack, New Hampshire, on this 28th day of June, 2002.

                                        PC CONNECTION, INC.


                                        By: /s/ Mark Gavin
                                            --------------
                                            Mark Gavin
                                            Chief Financial Officer

                        POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of PC Connection, Inc., hereby
severally constitute and appoint Patricia Gallup and David Hall, 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 on our behalf in our capacities as officers and directors to
enable PC Connection, Inc. to comply with the provisions of the Securities Act
of 1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said registration statement and any
and all amendments thereto.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
       Signature                             Title                          Date
       ---------                             -----                          ----
<S>                           <C>                                     <C>
/s/ Patricia Gallup           Chairman of the Board                   June 28, 2002
-------------------
Patricia Gallup


/s/ Kenneth Koppel            Chief Executive Officer                 June 28, 2002
------------------            (Principal executive officer)
Kenneth Koppel


/s/ Mark Gavin                Senior Vice President of Finance and    June 28, 2002
--------------                Chief Financial Officer (Principal
Mark Gavin                    financial and accounting officer)


/s/ David Hall                Vice Chairman and Director              June 28, 2002
--------------
David Hall
</TABLE>

                                      -5-

<PAGE>

<TABLE>
<S>                           <C>                                     <C>
/s/ David Beffa-Negrini       Director                                June 28, 2002
-----------------------
David Beffa-Negrini

/s/ Bruce Barone              Director                                June 28, 2002
----------------
Bruce Barone

/s/ Peter Baxter              Director                                June 28, 2002
----------------
Peter Baxter

/s/ Joseph Baute              Director                                June 28, 2002
----------------
Joseph Baute
</TABLE>

                                      -6-

<PAGE>

                                INDEX TO EXHIBITS

    Number    Description

     4.1 (1)  Amended and Restated Certificate of Incorporation of the
              Registrant

     4.2 (1)  By-Laws of the Registrant

     5.1      Opinion of Hale and Dorr LLP, counsel to the Registrant

    15.1      Awareness letter of Deloitte & Touche LLP

    23.1      Consent of Hale and Dorr LLP (included in Exhibit 5.1)

    23.2      Consent of Deloitte & Touche LLP

    24.1      Power of attorney (included on the signature pages of this
              registration statement)

--------------

    (1)       Incorporated by reference from the exhibits filed with the
              registrant's registration statement (333-41171) on Form S-1
              filed under the Securities Act of 1933.
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18639}]
{"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": "333-91584", "film-number": "02692259"}, "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 June 28, 2002
                                                    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 No.)

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

                  1997 Employee Stock Purchase Plan, as amended
                            (Full Title of the Plan)

                                 Kenneth Koppel
                             Chief Executive Officer
                               PC Connection, Inc.
                           Rt. 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                                      Proposed Maximum      Proposed Maximum
Securities to be           Amount to be      Offering Price Per    Aggregate Offering         Amount of
Registered                 Registered(1)             Share                 Price           Registration Fee
--------------------------------------------------------------------------------------------------------------
Common Stock, $0.01
par value per share       200,000 shares         $4.46(2)            $892,000(2)            $82.00(3)
==============================================================================================================
(1)  In accordance with Rule 416 under the Securities Act of 1933, as amended,
     this registration statement shall be deemed to cover any additional
     securities that may from time to time be offered or issued to prevent
     dilution resulting from stock splits, stock dividends or similar
     transactions.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
     amended, and based upon the average of the high and low
prices of the Registrant's Common Stock as reported on the Nasdaq National
     Market on June 25, 2002.

(3)  Calculated by multiplying 0.000092 by the proposed maximum aggregate
     offering price.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     This Registration Statement on Form S-8 is being filed to reflect an
increase to the Company's 1997 Employee Stock Purchase Plan, as amended and
restated of 200,000 shares of Common Stock, $0.01 par value per share.

     Item 1. Plan Information.

     The information required by Item 1 is included in documents sent or given
to participants in the plans 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 plans 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 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 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.

                                      -1-
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 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.

                                      -2-
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; 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;

     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 the 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

                                      -3-
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 Merrimack, New Hampshire, on this 28th day of June, 2002.

                                        PC CONNECTION, INC.

                                        By: /s/ Mark Gavin
                                            --------------
                                            Mark Gavin
                                            Chief Financial Officer

                        POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of PC Connection, Inc., hereby
severally constitute and appoint Patricia Gallup and David Hall, 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 on our behalf in our capacities as officers and directors to
enable PC Connection, Inc. to comply with the provisions of the Securities Act
of 1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said registration statement and any
and all amendments thereto.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                             Title                          Date
       ---------                             -----                          ----
/s/ Patricia Gallup           Chairman of the Board                   June 28, 2002
-------------------
Patricia Gallup

/s/ Kenneth Koppel            Chief Executive Officer                 June 28, 2002
------------------            (Principal executive officer)
Kenneth Koppel

/s/ Mark Gavin                Senior Vice President of Finance and    June 28, 2002
--------------                Chief Financial Officer (Principal
Mark Gavin                    financial and accounting officer)

/s/ David Hall                Vice Chairman and Director              June 28, 2002
--------------
David Hall
-5-
/s/ David Beffa-Negrini       Director                                June 28, 2002
-----------------------
David Beffa-Negrini

/s/ Bruce Barone              Director                                June 28, 2002
----------------
Bruce Barone

/s/ Peter Baxter              Director                                June 28, 2002
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Peter Baxter

/s/ Joseph Baute              Director                                June 28, 2002
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Joseph Baute
-6-
INDEX TO EXHIBITS

    Number    Description

     4.1 (1)  Amended and Restated Certificate of Incorporation of the
              Registrant

     4.2 (1)  By-Laws of the Registrant

     5.1      Opinion of Hale and Dorr LLP, counsel to the Registrant

    15.1      Awareness letter of Deloitte & Touche LLP

    23.1      Consent of Hale and Dorr LLP (included in Exhibit 5.1)

    23.2      Consent of Deloitte & Touche LLP

    24.1      Power of attorney (included on the signature pages of this
              registration statement)

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    (1)       Incorporated by reference from the exhibits filed with the
              registrant's registration statement (333-41171) on Form S-1
              filed under the Securities Act of 1933.