As filed with the Securities and Exchange Commission on January 21, 1998
                             Registration No. 333-


                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                      FORM S-8

                               REGISTRATION STATEMENT
                                         UNDER
                             THE SECURITIES ACT OF 1933

                                      Merisel, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                      95-4172359
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                              200 Continental Boulevard
                            El Segundo, California  90245
                 (Address of Principal Executive Offices) (Zip Code)

                     Merisel, Inc.  401(k) Retirement Savings Plan
                                  (Full Title of the Plan)

                                     Karen A. Tallman
                     Vice President, General Counsel and Secretary
                                        Merisel, Inc.
                                200 Continental Boulevard
                              El Segundo, California  90245
                                       (310) 615-3080
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)


<TABLE>

                                           CALCULATION OF REGISTRATION FEE
==================== ======================== ============================= ========================= ==========================

<CAPTION>
Title of Securities  Amount to  be            Proposed Maximum Offering     Proposed Maximum          Amount of Registration
to be Registered     Registered                    Price Per Share (1)      Aggregate Offering                 Fee (1)
                                                                            Price (1)
==================== ======================== ============================= ========================= ==========================
<S>                  <C>                      <C>                           <C>                       <C>
Common Stock,
par value            1,500,000(2)             $3.70                         $5,550,000                $1,637.00
$.01 per
share
==================== ======================== ============================= ========================= ==========================
</TABLE>

(1)Estimated solely for purposes of calculating the registration fee pursuant to
Rule 457 (h) under the  Securities  Act of 1933,  as  amended  (the  "Securities
Act"),  on the basis of the  average of the high and low sale prices for a share
of common stock of Merisel,  Inc. ("Common Stock") on the Nasdaq National Market
on January 15, 1998.

(2)In  addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.




<PAGE>

                                      PART I

                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         The document(s)  containing the information specified in Part I of Form
S-8  have  been or will be sent or  given  to  employees  as  specified  by Rule
428(b)(1) under the Securities Act.

                                                      PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

(i)Item 3.        Incorporation of Certain Documents By Reference

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission  (the  "Commission")  by the  registrant,  Merisel,  Inc., a Delaware
corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;

         (2) Amendment No. 1 to the Annual Report of the Company on Form 10-K/A
for the year ended December 31, 1996;

         (3) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997.

         (4)  Amendment  No. 1 to the  Quarterly  Report of the  Company on Form
10-Q/A for the quarterly period ended March 31, 1997;

         (5) The Company's  Current Reports on Form 8-K dated April 15, July 15,
July 16,  1997,  August 4,  1997,  August  26,1997,  August  29,1997,  September
11,1997, September 17, 1997, September 19, 1997, October 22, 1997 and December
19, 1997; and

         (6) The  description  of the Common Stock  contained  in the  Company's
Registration Statement on Form 8-A filed with the Commission pursuant to Section
12 of the Exchange Act on August 30, 1988 and declared  effective on October 19,
1988.

         All documents  subsequently  filed by the Company  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 have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such  documents.  Any  statement  contained  herein  or in a  document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  registration  statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document that is or is deemed to be incorporated by reference herein modifies or
supersedes such previous statement. Any such 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

                  Not Applicable.

Item 6.  Indemnification of Directors and Officers

         The Company is a Delaware  corporation.  Article  VII of the  Company's
Restated Certificate of Incorporation and the Company's Bylaws provides that the
Company  may  indemnify  its  officers  and  directors  to  the  fullest  extent
authorized  by the  Delaware  Law. To the extent that an officer or director has
been  successful  on the merits in defense of any claim arising by reason of his
or her  position as an officer or director,  the  Certificate  of  Incorporation
further  provides  that the officer or director  shall be  indeminified  against
expenses  (including  attorneys'  fees)  actually  and  reasonably  incurred  in
connection therewith. Section 145 of the General Corporation Law of the State of
Delaware  ("DGCL")  provides  that a  Delaware  corporation  has  the  power  to
indemnify its officers and directors under certain circumstances.

         Subsection  (a) of  Section  145 of  DGCL  empowers  a  corporation  to
indemnify any director or officer, or former director or officer,  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  corporation),
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith in
a manner  reasonably  believed to be in or not opposed to the best  interests of
the  corporation,  and,  with  respect  to any  criminal  action or  proceeding,
provided  that such  director or officer had no cause to believe his conduct was
unlawful.

         Subsection  (b) of the Section 145 empowers a corporation  to indemnify
any director or officer, or former director or officer, 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 corporation to procure a judgment in its favor
by reason of the fact that such person acted in any of the  capacities set forth
above,  against expenses actually and reasonably incurred in connection with the
defense or  settlement  of such action or suit  provided  that such  director or
officer acted in good faith and in a manner reasonably  believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim,  issue or matter as to which such  director
or officer shall have been adjudged to be liable to the  corporation  unless and
only to the extent  that the Court of Chancery or the court in which such action
was brought shall  determine  that despite the  adjudication  of liability  such
director  or officer is fairly and  reasonably  entitled to  indemnity  for such
expenses which the court shall deem proper.

         Section 145 further  provides  that to the extent a director or officer
of a  corporation  has been  successful  in the defense of any  action,  suit or
proceeding referred to in subsections (a) or (b) or in the defense of any claim,
issue or matter therein,  he shall be indemnified  against  expenses  (including
attorneys'  fees)  actually  and  reasonably   incurred  by  him  in  connection
therewith;  that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled and
that the  corporation  shall have power to purchase  and  maintain  insurance on
behalf of a  director  or  officer  of the  corporation  against  any  liability
asserted  against him or incurred by him in any such  capacity or arising out of
his  status  as such  whether  or not the  corporation  would  have the power to
indemnify him against such liabilities under Section 145.

         Article VI of the Company's Certificate of Incorporation  provides that
each director shall not be personally  liable to the Company or its stockholders
for  monetary  damages for breach of  fiduciary  duty as a director,  except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders,  (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL,  or (iv) for any  transaction  from  which  the  director  derived  an
improper benefit.

         The Company  has entered  into  indemnity  agreements  with each of its
directors.  The indemnity  agreements  generally  indemnify such persons against
liabilities  arising  out of their  service in their  capacities  as  directors,
officers,  employees or agents of the Company. The Company may from time to time
enter into indemnity agreements with additional  individuals who become officers
and/or directors of the Company.

Item 7.  Exemption From Registration Claimed.

         Not Applicable

Item 8.  Exhibits.

         Exhibit No.  Description

         5.1          Opinion of Karen A. Tallman, Esq. regarding the legality
                      of the securities being registered.

         5.2          Determination Letter

         23.1         Consent of Deloitte & Touche, independent accountant.

         23.2         Consent of Karen A. Tallman (included in Exhibit 5.1)

         24.1         Powers of Attorney (included on the signature page of this
                      registration statement).

Item 9.  Required Undertakings.

         (a)  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 of 1933;

          (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;

          (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  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
information  required  to be  inlcuded in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
section 13 or section 15 (d) of the Securities and Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, 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.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 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 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 of
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 Act and will
be governed by the final adjudication of such issue.




<PAGE>



                                                 POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Dwight A.  Steffensen and James E. Illson,  jointly and severally,  his true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any or all amendments (including post-effective  amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

                                                    SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange 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 Los Angeles, State of California, on this 19th
day of January, 1998.



                                       MERISEL, INC


                                       By /s/Dwight A. Steffensen
                                          -------------------------
                                          Dwight A. Steffensen
                                          Chairman of the Board and
                                          Chief Executive Officer


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

<TABLE>

<CAPTION>
Name                                      Title                                    Date


<S>                                       <C>                                      <C>
/s/Dwight A. Steffensen
--------------------------                Chairman of the Board and Chief
Dwight A. Steffensen                      Executive Officer                        January 19, 1998

/s/James E. Illson
--------------------------                Director, Senior Vice                    January 19, 1998
James E. Illson                           President-Finance and Chief
                                          Financial Officer (Principal
                                          Financial and Accounting Officer)

/s/Albert J. Fitzgibbons III
------------------------------            Director                                 January 19, 1998
Albert J. Fitzgibbons III

/s/Bradley J. Hoecker
------------------------------            Director                                 January 19, 1998
Bradley J. Hoecker


/s/Robert J. McInerney
------------------------------            Director, President and Chief            January 19, 1998
Robert J. McInerney                       Operating Officer

/s/Stephen M. McLean
-----------------------------             Director                                 January 19, 1998
Stephen M. McLean

/s/Dr. Arnold Miller
-----------------------------             Director                                 January 19, 1998
Dr. Arnold Miller

/s/Thomas P. Mullaney
-----------------------------             Director                                 January 19, 1998
Thomas P. Mullaney

/s/Lawrence J. Schoenberg
-----------------------------             Director                                 January 19, 1998
Lawrence J. Schoenberg

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR MERISEL, INC.", "secsgml_size_bytes": 19319}]
{"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": "S-8", "act": "33", "file-number": "333-44605", "film-number": "98510363"}, "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"}}
As filed with the Securities and Exchange Commission on January 21, 1998
                             Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                      FORM S-8

                               REGISTRATION STATEMENT
                                         UNDER
                             THE SECURITIES ACT OF 1933

                                      Merisel, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                      95-4172359
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                              200 Continental Boulevard
                            El Segundo, California  90245
                 (Address of Principal Executive Offices) (Zip Code)

                     Merisel, Inc.  401(k) Retirement Savings Plan
                                  (Full Title of the Plan)

                                     Karen A. Tallman
                     Vice President, General Counsel and Secretary
                                        Merisel, Inc.
                                200 Continental Boulevard
                              El Segundo, California  90245
                                       (310) 615-3080
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                           CALCULATION OF REGISTRATION FEE
==================== ======================== ============================= ========================= ==========================
Title of Securities  Amount to  be            Proposed Maximum Offering     Proposed Maximum          Amount of Registration
to be Registered     Registered                    Price Per Share (1)      Aggregate Offering                 Fee (1)
                                                                            Price (1)
==================== ======================== ============================= ========================= ==========================
Common Stock,
par value            1,500,000(2)             $3.70                         $5,550,000                $1,637.00
$.01 per
share
==================== ======================== ============================= ========================= ==========================
(1)Estimated solely for purposes of calculating the registration fee pursuant to
Rule 457 (h) under the  Securities  Act of 1933,  as  amended  (the  "Securities
Act"),  on the basis of the  average of the high and low sale prices for a share
of common stock of Merisel,  Inc. ("Common Stock") on the Nasdaq National Market
on January 15, 1998.

(2)In  addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
PART I

                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8  have  been or will be sent or  given  to  employees  as  specified  by Rule
428(b)(1) under the Securities Act.

                                                      PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

(i)Item 3.        Incorporation of Certain Documents By Reference

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission  (the  "Commission")  by the  registrant,  Merisel,  Inc., a Delaware
corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;

         (2) Amendment No. 1 to the Annual Report of the Company on Form 10-K/A
for the year ended December 31, 1996;

         (3) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997.

         (4)  Amendment  No. 1 to the  Quarterly  Report of the  Company on Form
10-Q/A for the quarterly period ended March 31, 1997;

         (5) The Company's  Current Reports on Form 8-K dated April 15, July 15,
July 16,  1997,  August 4,  1997,  August  26,1997,  August  29,1997,  September
11,1997, September 17, 1997, September 19, 1997, October 22, 1997 and December
19, 1997; and

         (6) The  description  of the Common Stock  contained  in the  Company's
Registration Statement on Form 8-A filed with the Commission pursuant to Section
12 of the Exchange Act on August 30, 1988 and declared  effective on October 19,
1988.

         All documents  subsequently  filed by the Company  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 have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such  documents.  Any  statement  contained  herein  or in a  document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  registration  statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document that is or is deemed to be incorporated by reference herein modifies or
supersedes such previous statement. Any such 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

                  Not Applicable.

Item 6.  Indemnification of Directors and Officers

         The Company is a Delaware  corporation.  Article  VII of the  Company's
Restated Certificate of Incorporation and the Company's Bylaws provides that the
Company  may  indemnify  its  officers  and  directors  to  the  fullest  extent
authorized  by the  Delaware  Law. To the extent that an officer or director has
been  successful  on the merits in defense of any claim arising by reason of his
or her  position as an officer or director,  the  Certificate  of  Incorporation
further  provides  that the officer or director  shall be  indeminified  against
expenses  (including  attorneys'  fees)  actually  and  reasonably  incurred  in
connection therewith. Section 145 of the General Corporation Law of the State of
Delaware  ("DGCL")  provides  that a  Delaware  corporation  has  the  power  to
indemnify its officers and directors under certain circumstances.

         Subsection  (a) of  Section  145 of  DGCL  empowers  a  corporation  to
indemnify any director or officer, or former director or officer,  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  corporation),
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith in
a manner  reasonably  believed to be in or not opposed to the best  interests of
the  corporation,  and,  with  respect  to any  criminal  action or  proceeding,
provided  that such  director or officer had no cause to believe his conduct was
unlawful.

         Subsection  (b) of the Section 145 empowers a corporation  to indemnify
any director or officer, or former director or officer, 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 corporation to procure a judgment in its favor
by reason of the fact that such person acted in any of the  capacities set forth
above,  against expenses actually and reasonably incurred in connection with the
defense or  settlement  of such action or suit  provided  that such  director or
officer acted in good faith and in a manner reasonably  believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim,  issue or matter as to which such  director
or officer shall have been adjudged to be liable to the  corporation  unless and
only to the extent  that the Court of Chancery or the court in which such action
was brought shall  determine  that despite the  adjudication  of liability  such
director  or officer is fairly and  reasonably  entitled to  indemnity  for such
expenses which the court shall deem proper.

         Section 145 further  provides  that to the extent a director or officer
of a  corporation  has been  successful  in the defense of any  action,  suit or
proceeding referred to in subsections (a) or (b) or in the defense of any claim,
issue or matter therein,  he shall be indemnified  against  expenses  (including
attorneys'  fees)  actually  and  reasonably   incurred  by  him  in  connection
therewith;  that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled and
that the  corporation  shall have power to purchase  and  maintain  insurance on
behalf of a  director  or  officer  of the  corporation  against  any  liability
asserted  against him or incurred by him in any such  capacity or arising out of
his  status  as such  whether  or not the  corporation  would  have the power to
indemnify him against such liabilities under Section 145.

         Article VI of the Company's Certificate of Incorporation  provides that
each director shall not be personally  liable to the Company or its stockholders
for  monetary  damages for breach of  fiduciary  duty as a director,  except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders,  (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL,  or (iv) for any  transaction  from  which  the  director  derived  an
improper benefit.

         The Company  has entered  into  indemnity  agreements  with each of its
directors.  The indemnity  agreements  generally  indemnify such persons against
liabilities  arising  out of their  service in their  capacities  as  directors,
officers,  employees or agents of the Company. The Company may from time to time
enter into indemnity agreements with additional  individuals who become officers
and/or directors of the Company.

Item 7.  Exemption From Registration Claimed.

         Not Applicable

Item 8.  Exhibits.

         Exhibit No.  Description

         5.1          Opinion of Karen A. Tallman, Esq. regarding the legality
                      of the securities being registered.

         5.2          Determination Letter

         23.1         Consent of Deloitte & Touche, independent accountant.

         23.2         Consent of Karen A. Tallman (included in Exhibit 5.1)

         24.1         Powers of Attorney (included on the signature page of this
                      registration statement).

Item 9.  Required Undertakings.

         (a)  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 of 1933;

          (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;

          (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  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
information  required  to be  inlcuded in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
section 13 or section 15 (d) of the Securities and Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, 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.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 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 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 of
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 Act and will
be governed by the final adjudication of such issue.
POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Dwight A.  Steffensen and James E. Illson,  jointly and severally,  his true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any or all amendments (including post-effective  amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

                                                    SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange 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 Los Angeles, State of California, on this 19th
day of January, 1998.

                                       MERISEL, INC

                                       By /s/Dwight A. Steffensen
                                          -------------------------
                                          Dwight A. Steffensen
                                          Chairman of the Board and
                                          Chief Executive Officer

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.
Name                                      Title                                    Date
/s/Dwight A. Steffensen
--------------------------                Chairman of the Board and Chief
Dwight A. Steffensen                      Executive Officer                        January 19, 1998

/s/James E. Illson
--------------------------                Director, Senior Vice                    January 19, 1998
James E. Illson                           President-Finance and Chief
                                          Financial Officer (Principal
                                          Financial and Accounting Officer)

/s/Albert J. Fitzgibbons III
------------------------------            Director                                 January 19, 1998
Albert J. Fitzgibbons III

/s/Bradley J. Hoecker
------------------------------            Director                                 January 19, 1998
Bradley J. Hoecker

/s/Robert J. McInerney
------------------------------            Director, President and Chief            January 19, 1998
Robert J. McInerney                       Operating Officer

/s/Stephen M. McLean
-----------------------------             Director                                 January 19, 1998
Stephen M. McLean

/s/Dr. Arnold Miller
-----------------------------             Director                                 January 19, 1998
Dr. Arnold Miller

/s/Thomas P. Mullaney
-----------------------------             Director                                 January 19, 1998
Thomas P. Mullaney

/s/Lawrence J. Schoenberg
-----------------------------             Director                                 January 19, 1998
Lawrence J. Schoenberg