----

**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**Washington,      D.C. 20549**

**FORM      10-Q**

| x | QUARTERLY                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                ACT OF                1934 |
|---|--------------------------------------------------------------------------------------------------------------------------------------|

| ¨ | TRANSITION                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                ACT OF                1934 |
|--------|---------------------------------------------------------------------------------------------------------------------------------------|

**MERISEL,      INC.**

**(Exact      name of registrant as specified in its charter)**

| **Delaware**                                                  | **01-17156**                                                                   | **95-4172359**                                        |
|---------------------------------------------------------------|--------------------------------------------------------------------------------|-------------------------------------------------------|
| (State                or other jurisdiction of incorporation) | (Commission                File Number)                                        | (I.                R. S. Employer identification No.) |
|                                                          |                                                                           |                                                  |
|                                                          | **127                W. 30th                Street, 5th                Floor** |                                                  |
|                                                          | **New                York, NY**                                                | **10001**                                             |
|                                                          | (Address                of principal executive offices)                        | (Zip                Code)                             |

----

**MERISEL,      INC. AND SUBSIDIARIES**

**Nine      Months Ended September 30, 2007**

**TABLE      OF CONTENTS**

| **PART                I    FINANCIAL                INFORMATION** |
|---------------------------------------------------------------------------------------|
| Item                1.                                                                | Financial                Statements |
|                                                                                  | Consolidated                Balance Sheets as of September 30, 2007                (Unaudited) and December 31, 2006 |
|                                                                                  | Consolidated                Statements of Operations for the                Three and Nine Months Ended September 30, 2007 and 2006                (Unaudited) |
|                                                                                  | Consolidated                Statements of Cash Flows for the Nine                Months Ended September 30, 2007 and 2006                (Unaudited) |
|                                                                                  | Notes                to Consolidated Financial Statements                (Unaudited) |
| Item                2.                                                                | Management’s                Discussion and Analysis of Financial Condition                and Results of Operations |
| Item                3.                                                                | Quantitative                and Qualitative Disclosures About Market                Risk |
| Item                4.                                                                | Controls                and Procedures |
|                                                                                  |
| **PART                II    OTHER                INFORMATION**    |
| Item                1.                                                                | Legal                Proceedings |
| Item                6.                                                                | Exhibits |
|                                                                                  | SIGNATURES |

----

**SPECIAL      NOTE REGARDING FORWARD-LOOKING INFORMATION**

| ·   | the                implementation of the Company’s business strategies and                goals; |
|--------------------|--------------------------------------------------------------------------------------------------------|

| ·   | the                integration of past and future                acquisitions; |
|--------------------|--------------------------------------------------------------------------------|

| ·   | the                Company’s dependence on its senior management and key personnel and its                ability to attract and retain additional qualified                personnel; |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | the                Company’s ability to expand its business, through, among other things,                future acquisitions; |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------|

| ·   | a                deterioration in general economic                conditions; |
|--------------------|-------------------------------------------------------------------------------|

| ·   | competitive                pricing and other competitive pressures in the graphic image arts                industry; |
|--------------------|-----------------------------------------------------------------------------------------------------------------------|

| ·   | changes                in technology, resulting in                obsolescence; |
|--------------------|---------------------------------------------------------------------------------|

| ·   | the                Company’s involvement in litigation as a defendant or its incurring                judgments, fines or legal costs; |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | the                loss of significant customers; and |
|--------------------|-------------------------------------------------------|

| ·   | other                risks detailed in “Business – Risk Factors” in the Company’s most recent                Annual Report on Form 10-K on file with the                SEC. |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

**PART      I.  FINANCIAL INFORMATION**

**Item      1.  Financial Statements**

CONSOLIDATED

|                                                                                               |   | **September                30, 2007** |   |   | **December                31, 2006** |   |
|----------------------------------------------------------------------------------------------------|--------|--------------------------------------------|--------|--------|--------------------------------------|--------|
| Current                assets:                                                                     |   | (Unaudited)                                |   |   |                                 |   |
| Cash                and cash equivalents                                                           |   | $                                          | 12,323 |   |                                 | $      | 6,464 |   |
| Accounts                receivable, net of allowance of $410 and $977,                respectively |   |                                       | 19,508 |   |                                 |   | 22,232 |   |
| Inventories                                                                                        |   |                                       | 1,795  |   |                                 |   | 2,135 |   |
| Prepaid                expenses and other current assets                                           |   |                                       | 875    |   |                                 |   | 718 |   |
| Deferred                tax asset, net                                                             |   |                                       | 2,360  |   |                                 |   | 2,431 |   |
| Asset                held for sale                                                                 |   |                                       | -      |   |                                 |   | 914 |   |
|   Total                current assets                                                    |   |                                       | 36,861 |   |                                 |   | 34,894 |   |
|                                                                                               |   |                                       |   |   |                                 |   |   |   |
| Property                and equipment, net                                                         |   |                                       | 8,305  |   |                                 |   | 8,355 |   |
|                                                                                               |   |                                       |   |   |                                 |   |   |   |
| Restricted                cash                                                                     |   |                                       | 3,526  |   |                                 |   | 4,037 |   |
| Other                assets                                                                        |   |                                       | 81     |   |                                 |   | 107 |   |
| Intangible                assets, net                                                              |   |                                       | 7,104  |   |                                 |   | 8,354 |   |
| Trademarks                                                                                         |   |                                       | 10,609 |   |                                 |   | 10,609 |   |
| Goodwill                                                                                           |   |                                       | 18,990 |   |                                 |   | 17,058 |   |
| Deferred                tax asset, net                                                             |   |                                       | 49     |   |                                 |   | 1,166 |   |
|                                                                                               |   |                                       |   |   |                                 |   |   |   |
| Total                assets                                                                        |   | $                                          | 85,525 |   |                                 | $      | 84,580 |   |
|                                                                                               |   |                                       |   |   |                                 |   |   |   |

----

|                                                                                                                                                                                                           |   | **September                30, 2007** |     |   | **December                31, 2006** |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------|----------|--------|--------------------------------------|--------|
|                                                                                                                                                                                                           |   | (Unaudited)                                |     |   |                                 |   |
| Current                liabilities:                                                                                                                                                                            |   |                                       |     |   |                                 |   |
| Accounts                payable                                                                                                                                                                                |   | $                                          | 2,826    |   |                                 | $      | 3,227 |   |
| Accrued                liabilities                                                                                                                                                                             |   |                                       | 6,331    |   |                                 |   | 6,955 |   |
| Capital                lease obligations, current maturities                                                                                                                                                   |   |                                       | 322      |   |                                 |   | 630 |   |
| Installment                notes, current maturities                                                                                                                                                           |   |                                       | 607      |   |                                 |   | 596 |   |
| Note                payable, bank                                                                                                                                                                              |   |                                       | 8,630    |   |                                 |   | - |   |
|   Total                current liabilities                                                                                                                                                           |   |                                       | 18,716   |   |                                 |   | 11,408 |   |
|                                                                                                                                                                                                           |   |                                       |     |   |                                 |   |   |   |
| Note                payable, bank                                                                                                                                                                              |   |                                       | -        |   |                                 |   | 8,630 |   |
| Capital                lease obligations, less current maturities                                                                                                                                              |   |                                       | 165      |   |                                 |   | 388 |   |
| Installment                notes, less current maturities                                                                                                                                                      |   |                                       | 516      |   |                                 |   | 876 |   |
| Other                liabilities                                                                                                                                                                               |   |                                       | 626      |   |                                 |   | 598 |   |
| Total                liabilities                                                                                                                                                                               |   |                                       | 20,023   |   |                                 |   | 21,900 |   |
|                                                                                                                                                                                                           |   |                                       |     |   |                                 |   |   |   |
| Stockholders’                equity:                                                                                                                                                                     |   |                                       |     |   |                                 |   |   |   |
| Convertible                preferred stock, $.01 par value, authorized   1,000,000                shares; 150,000 shares issued and   outstanding                                |   |                                       | 26,758   |   |                                 |   | 25,215 |   |
| Common                stock, $.01 par value, authorized 30,000,000   shares;                8,453,863 and 8,429,518 issued and 8,037,983 and 8,013,638 outstanding,                respectively |   |                                       | 84       |   |                                 |   | 84 |   |
| Additional                paid-in capital                                                                                                                                                                      |   |                                       | 272,968  |   |                                 |   | 273,957 |   |
| Accumulated                deficit                                                                                                                                                                             |   |                                       | (233,434 | )      |                                 |   | (235,702 | ) |
| Treasury                stock at cost, 415,880 shares repurchased                                                                                                                                              |   |                                       | (874     | )      |                                 |   | (874 | ) |
| Total                stockholders’ equity                                                                                                                                                                |   |                                       | 65,502   |   |                                 |   | 62,680 |   |
|                                                                                                                                                                                                           |   |                                       |     |   |                                 |   |   |   |
| Total                liabilities and stockholders’ equity                                                                                                                                                |   | $                                          | 85,525   |   |                                 | $      | 84,580 |   |
|                                                                                                                                                                                                           |   |                                       |     |   |                                 |   |   |   |

----

CONSOLIDATED

|                                                                                                       |   | **Three                Months Ended September 30,** |   |   | **Nine                Months Ended September 30,** |   |
|------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------|--------|--------|---------------------------------------------------------|--------|
|                                                                                                       |   | **2007**                                                      |   |   | **2006**                                                |   |   | **2007** |   |   | **2006** |   |
| Net                sales                                                                                   |   | $                                                             | 22,919 |   |                                                    | $      | 20,677 |   |   | $ | 69,126 |   |   | $ | 59,782 |   |
|                                                                                                       |   |                                                          |   |   |                                                    |   |   |   |   |   |   |   |   |   |   |   |
| Cost                of sales                                                                               |   |                                                          | 10,510 |   |                                                    |   | 10,110 |   |   |   | 31,917 |   |   |   | 29,831 |   |
|                                                                                                       |   |                                                          |   |   |                                                    |   |   |   |   |   |   |   |   |   |   |   |
| Gross                profit                                                                                |   |                                                          | 12,409 |   |                                                    |   | 10,567 |   |   |   | 37,209 |   |   |   | 29,951 |   |
|                                                                                                       |   |                                                          |   |   |                                                    |   |   |   |   |   |   |   |   |   |   |   |
| Selling,                general & administrative expenses                                              |   |                                                          | 11,288 |   |                                                    |   | 9,098 |   |   |   | 33,150 |   |   |   | 27,397 |   |
| Restructuring                charge                                                                        |   |                                                          | -      |   |                                                    |   | - |   |   |   | - |   |   |   | 724 |   |
|                                                                                                       |   |                                                          |   |   |                                                    |   |   |   |   |   |   |   |   |   |   |   |
| Operating                income                                                                            |   |                                                          | 1,121  |   |                                                    |   | 1,469 |   |   |   | 4,059 |   |   |   | 1,830 |   |
|                                                                                                       |   |                                                          |   |   |                                                    |   |   |   |   |   |   |   |   |   |   |   |
| Interest                expense, net                                                                       |   |                                                          | 74     |   |                                                    |   | 86 |   |   |   | 350 |   |   |   | 312 |   |
|                                                                                                       |   |                                                          |   |   |                                                    |   |   |   |   |   |   |   |   |   |   |   |
| Income                from continuing operations  before provision for income                tax |   |                                                          | 1,047  |   |                                                    |   | 1,383 |   |   |   | 3,709 |   |   |   | 1,518 |   |
|                                                                                                       |   |                                                          |   |   |                                                    |   |   |   |   |   |   |   |   |   |   |   |
| Income                tax provision                                                                        |   |                                                          | 445    |   |                                                    |   | 194 |   |   |   | 1,584 |   |   |   | 212 |   |
|                                                                                                       |   |                                                          |   |   |                                                    |   |   |   |   |   |   |   |   |   |   |   |
| Income  from                continuing operations                                                |   |                                                          | 602    |   |                                                    |   | 1,189 |   |   |   | 2,125 |   |   |   | 1,306 |   |
|                                                                                                       |   |                                                          |   |   |                                                    |   |   |   |   |   |   |   |   |   |   |   |
| Income                (loss) from discontinued operations, net of taxes                                    |   |                                                          | 12     |   |                                                    |   | (19 | ) |   |   | 143 |   |   |   | 984 |   |
| Net                income                                                                                  |   |                                                          | 614    |   |                                                    |   | 1,170 |   |   |   | 2,268 |   |   |   | 2,290 |   |
| Preferred                stock dividends                                                                   |   |                                                          | 524    |   |                                                    |   | 485 |   |   |   | 1,543 |   |   |   | 1,426 |   |
| Net                income available to common stockholders                                                 |   | $                                                             | 90     |   |                                                    | $      | 685 |   |   | $ | 725 |   |   | $ | 864 |   |
|                                                                                                       |   |                                                          |   |   |                                                    |   |   |   |   |   |   |   |   |   |   |   |
| Income                      (loss) per share (basic and diluted):                                          |   |                                                          |   |   |                                                    |   |   |   |   |   |   |   |   |   |   |   |
| Income                (loss) from continuing operations available to common                stockholders    |   | $                                                             | 0.01   |   |                                                    | $      | 0.09 |   |   | $ | 0.07 |   |   | $ | (0.02 | ) |
| Income                from discontinued operations, net of taxes                                           |   |                                                          | 0.00   |   |                                                    |   | 0.00 |   |   |   | 0.02 |   |   |   | 0.13 |   |
| Net                income available to common stockholders                                                 |   | $                                                             | 0.01   |   |                                                    | $      | 0.09 |   |   | $ | 0.09 |   |   | $ | 0.11 |   |
| Weighted                average number of shares                                                           |   |                                                          |   |   |                                                    |   |   |   |   |   |   |   |   |   |   |   |
|   Basic                                                                                          |   |                                                          | 7,791  |   |                                                    |   | 7,698 |   |   |   | 7,776 |   |   |   | 7,699 |   |
|   Diluted                                                                                        |   |                                                          | 8,030  |   |                                                    |   | 7,703 |   |   |   | 8,019 |   |   |   | 7,737 |   |
|                                                                                                       |   |                                                          |   |   |                                                    |   |   |   |   |   |   |   |   |   |   |   |

----

CONSOLIDATED      STATEMENTS 

|                                                                                                          |   | **Nine                Months Ended September 30,** |   |
|---------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------|--------|
|                                                                                                          |   | **2007**                                           |   |   | **2006** |   |
| CONTINUING                OPERATIONS                                                                          |   |                                               |   |   |   |   |
| CASH                FLOWS FROM OPERATING ACTIVITIES:                                                          |   |                                               |   |   |   |   |
| Net                income                                                                                     |   | $                                                  | 2,268  |   |   | $ | 2,290 |   |
| Less:                income from discontinued operations                                                      |   |                                               | 143    |   |   |   | 984 |   |
| Net                income from continuing operations                                                          |   |                                               | 2,125  |   |   |   | 1,306 |   |
| Adjustments                to reconcile net income to net cash used in operating                activities:   |   |                                               |   |   |   |   |   |   |
|   Stock-based                compensation expense                                                   |   |                                               | 554    |   |   |   | 291 |   |
|   Deferred                occupancy costs                                                           |   |                                               | 128    |   |   |   | 132 |   |
|   Deferred                income taxes                                                              |   |                                               | 1,188  |   |   |   | - |   |
|   Depreciation                and amortization                                                      |   |                                               | 2,992  |   |   |   | 1,875 |   |
| Changes                in operating assets and liabilities:                                                   |   |                                               |   |   |   |   |   |   |
|   Accounts                receivable                                                                |   |                                               | 2,724  |   |   |   | (127 | ) |
|   Inventories                                                                                       |   |                                               | 340    |   |   |   | (109 | ) |
|   Prepaid                expenses and other current assets                                          |   |                                               | (131   | ) |   |   | (698 | ) |
|   Restricted                cash                                                                    |   |                                               | 511    |   |   |   | 4,013 |   |
|   Accounts                payable                                                                   |   |                                               | (401   | ) |   |   | 894 |   |
|   Accrued                liabilities                                                                |   |                                               | (1,147 | ) |   |   | (2,789 | ) |
| Net                cash provided by operating activities                                                      |   |                                               | 8,883  |   |   |   | 4,788 |   |
|                                                                                                          |   |                                               |   |   |   |   |   |   |
| CASH                FLOWS FROM INVESTING ACTIVITIES:                                                          |   |                                               |   |   |   |   |   |   |
|   Acquisitions,                net of cash acquired                                                 |   |                                               | (1,475 | ) |   |   | (3,663 | ) |
|   Capital                expenditures                                                               |   |                                               | (1,838 | ) |   |   | (799 | ) |
| Net                cash used in investing activities                                                          |   |                                               | (3,313 | ) |   |   | (4,462 | ) |
|                                                                                                          |   |                                               |   |   |   |   |   |   |
| CASH                FLOWS FROM FINANCING ACTIVITIES:                                                          |   |                                               |   |   |   |   |   |   |
| Capital                lease payments                                                                         |   |                                               | (531   | ) |   |   | (433 | ) |
| Bank                debt repayments                                                                           |   |                                               | (349   | ) |   |   | (444 | ) |
| Purchase                of treasury stock                                                                     |   |                                               | -      |   |   |   | (16 | ) |
| Net                cash used in financing activities                                                          |   |                                               | (880   | ) |   |   | (893 | ) |
|                                                                                                          |   |                                               |   |   |   |   |   |   |
| NET                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FROM CONTINUING                OPERATIONS |   |                                               | 4,690  |   |   |   | (567 | ) |
|                                                                                                          |   |                                               |   |   |   |   |   |   |
| DISCONTINUED                OPERATIONS                                                                        |   |                                               |   |   |   |   |   |   |
| Cash                provided by discontinued operations                                                       |   |                                               | 1,169  |   |   |   | 1,153 |   |
| NET                CASH PROVIDED BY DISCONTINUED OPERATIONS                                                   |   |                                               | 1,169  |   |   |   | 1,153 |   |
|                                                                                                          |   |                                               |   |   |   |   |   |   |
| NET                INCREASE IN CASH AND CASH EQUIVALENTS                                                      |   |                                               | 5,859  |   |   |   | 586 |   |
|                                                                                                          |   |                                               |   |   |   |   |   |   |
| CASH                AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                 |   |                                               | 6,464  |   |   |   | 12,548 |   |
| CASH                AND CASH EQUIVALENTS, END OF PERIOD                                                       |   | $                                                  | 12,323 |   |   | $ | 13,134 |   |
|                                                                                                          |   |                                               |   |   |   |   |   |   |

----

|                                                        |   | **For                the Nine Months Ended September 30,** |   |
|-------------------------------------------------------------|--------|------------------------------------------------------------|--------|
| Cash                paid during the period for:             |   | **2007**                                                   |   |   | **2006** |   |
|   Income                taxes                     |   | $                                                          | 269    |   |   | $ | 2,331 |   |
|   Interest                expense                 |   |                                                       | 651    |   |   |   | 749 |   |
| Non-cash                investing and financing activities: |   |                                                       |   |   |   |   |   |   |
|   Preferred                dividends accumulated  |   |                                                       | 1,543  |   |   |   | 1,426 |   |

----

NOTES      TO 

| 1.   | Description                  of Business |
|----------------|------------------------------------------|

| 2.   | Basis                  of Presentation |
|----------------|----------------------------------------|

----

----

| 3.   | New                Accounting Standards |
|----------------|-----------------------------------------|

| 4.   | Discontinued                Operations |
|----------------|----------------------------------------|

----

| 5.   | Use                of Estimates |
|----------------|---------------------------------|

| 6.   | Restructuring                Charge |
|----------------|-------------------------------------|

----

| 7.   | Inventories |
|----------------|-------------|

|                                    |   | **September                30, 2007** |   |   | **December                31, 2006** |   |
|-----------------------------------------|--------|--------------------------------------------|--------|--------|--------------------------------------|--------|
| Raw                materials            |   | $                                          | 1,295  |   |                                 | $      | 1,357 |   |
| Work                in process          |   |                                       | 515    |   |                                 |   | 789 |   |
| Reserve                for obsolescence |   |                                       | (15    | )      |                                 |   | (11 | ) |
| Total                inventory, net     |   | $                                          | 1,795  |   |                                 | $      | 2,135 |   |

| 8.   | Stock-Based                Compensation |
|----------------|-----------------------------------------|

----

|                                                                                                                                   |   | **Shares** |    |   | **Weighted****Average****Exer.                Price** |   |
|----------------------------------------------------------------------------------------------------------------------------------------|--------|------------|---------|--------|-------------------------------------------------------|--------|
| Outstanding                at  December                31, 2006                                                              |   |       | 330,200 |   |                                                  | $      | 9.17 |   |
| Granted                                                                                                                                |   |       | -       |   |                                                  | N/A    |   |
| Exercised                                                                                                                              |   |       | -       |   |                                                  | N/A    |   |
| Canceled                                                                                                                               |   |       | -       |   |                                                  | N/A    |   |
| Outstanding                at September                30, 2007                                                                   |   |       | 330,200 |   |                                                  | $      | 9.17 |   |
| Options                exercisable at September 30, 2007                                                                               |   |       | 255,200 |   |                                                  | $      | 9.42 |   |
| Weighted                average fair value  at date of grant of                options  granted during the quarter |   | N/A        |    |   | N/A                                                   |   |

----

|                               |                          |   | **Options                Outstanding** |   |    | **Options                Exercisable** |   |
|------------------------------------|-------------------------------|--------|----------------------------------------|--------|---------|----------------------------------------|--------|
|                               |                          |   |                                   |   |    | **Weighted**                           |   |   |   |   |   |   |   |   |   |   |
|                               |                          |   |                                   |   |    | **Average**                            |   |   | **Weighted** |   |   |   |   |   | **Weighted** |   |
|                               |                          |   | **Number**                             |   |    | **Remaining**                          |   |   | **Average** |   |   | **Number** |   |   | **Average** |   |
| **Range                of**        |                          |   | **Outstanding**                        |   |    | **Life**                               |   |   | **Exercise** |   |   | **Exercisable** |   |   | **Exercise** |   |
| **Exercise                Prices** |                          |   | **at                9/30/07**          |   |    | **In                Years**            |   |   | **Price** |   |   | **at                9/30/07** |   |   | **Price** |   |
|                               |                          |   |                                   |   |    |                                   |   |   |   |   |   |   |   |   |   |   |
| $                                  | 18.75                         |   |                                   |   | 200     |                                   |   |   | 1 |   |   | $ | 18.75 |   |   |   | 200 |   |   | $ | 18.75 |   |
| $                                  | 17.50                         |   |                                   |   | 30,000  |                                   |   |   | 5 |   |   | $ | 17.50 |   |   |   | 30,000 |   |   | $ | 17.50 |   |
| $                                  | 5.00                to $12.00 |   |                                   |   | 300,000 |                                   |   |   | 9 |   |   | $ | 8.33 |   |   |   | 225,000 |   |   | $ | 8.33 |   |
|                               |                          |   |                                   |   |    |                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| $                                  | 5.00                to $18.75 |   |                                   |   | 330,200 |                                   |   |   |   |   |   | $ | 9.17 |   |   |   | 255,200 |   |   | $ | 9.42 |   |

----

|                                                                |   | **Shares** |    |   | **Weighted                  Average Grant-Date Fair Value** |   |
|---------------------------------------------------------------------|--------|------------|---------|--------|-------------------------------------------------------------|--------|
| Nonvested                  shares at December 31, 2006              |   |       | 251,490 |   |                                                        | $      | 4.29 |   |
| Granted                                                             |   |       | 24,345  |   |                                                        | $      | 5.20 |   |
| Vested                                                              |   |       | (28,490 | )      |                                                        | $      | 6.76 |   |
| Cancelled                                                           |   |       | (15,000 | )      |                                                        | $      | 6.67 |   |
|   Nonvested                  shares at September 30, 2007 |   |       | 232,245 |   |                                                        | $      | 4.11 |   |

| 9.   | Accrued                Liabilities |
|----------------|------------------------------------|

|                                                       |   | **September                30, 2007** |   |   | **December                31, 2006** |   |
|------------------------------------------------------------|--------|---------------------------------------|--------|--------|--------------------------------------|--------|
| Accrued                liabilities:                        |   |                                  |   |   |                                 |   |
| Compensation                and other benefit accruals     |   | $                                     | 3,295  |   |                                 | $      | 4,576 |   |
| State                and local sales taxes and other taxes |   |                                  | 421    |   |                                 |   | 526 |   |
| Other                accruals                              |   |                                  | 2,615  |   |                                 |   | 1,853 |   |
|   Total                accrued liabilities       |   | $                                     | 6,331  |   |                                 | $      | 6,955 |   |

----

| 10.   | Earnings                Per Share and Stockholders Equity |
|-----------------|-----------------------------------------------------------|

| 11.   | Related                Party Transactions |
|-----------------|-------------------------------------------|

----

| 12.   | Commitments                and Contingencies |
|-----------------|----------------------------------------------|

*In re: Bridge Information Systems, Inc.,*
*Scott P. Peltz, Chapter 11 Plan Administrator v.      Merisel Americas, Inc. and MOCA, *

----

| 13.   |  Acquisitions |
|-----------------|--------------------|

----

----

| 14.   | Intangibles |
|-----------------|-------------|

|                                  |   | **September                30, 2007** |   |   | **December                31, 2006** |   |
|---------------------------------------|--------|--------------------------------------------|--------|--------|--------------------------------------|--------|
| Customer                relationships |   | $                                          | 3,231  |   |                                 | $      | 3,415 |   |
| Non-compete                agreements |   |                                       | 2,126  |   |                                 |   | 3,172 |   |
| Software                licenses      |   |                                       | -      |   |                                 |   | 4 |   |
| Employee                agreements    |   |                                       | 667    |   |                                 |   | 557 |   |
| Trade                know-how         |   |                                       | 1,080  |   |                                 |   | 1,206 |   |
| Total                                 |   | $                                          | 7,104  |   |                                 | $      | 8,354 |   |

| **For                the Twelve-Month Period Ended September 30,** |   |
|--------------------------------------------------------------------|--------|
|                                                               |   | **Amount** |   |
| 2008                                                               |   | $ | 1,580 |   |
| 2009                                                               |   |   | 1,566 |   |
| 2010                                                               |   |   | 871 |   |
| 2011                                                               |   |   | 426 |   |
| 2012                                                               |   |   | 413 |   |
| Thereafter                                                         |   |   | 2,248 |   |
| Total                                                              |   | $ | 7,104 |   |

----

| 15.   | Income                Taxes |
|-----------------|-----------------------------|

----

|                                                  |   | **For                  the Three Months** |   |   | **For                  the Nine Months** |   |
|-------------------------------------------------------|--------|-------------------------------------------|--------|--------|------------------------------------------|--------|
|                                                  |   | **Ended                  September 30,**  |   |   | **Ended                  September 30,** |   |
|                                                  |   | **2007**                                  |   |   | **2006**                                 |   |   | **2007** |   |   | **2006** |   |
|                                                  |   |                                      |   |   |                                     |   |   |   |   |   |   |   |
| Continuing                  Operations:               |   |                                      |   |   |                                     |   |   |   |   |   |   |   |
| Current                                               |   |                                      |   |   |                                     |   |   |   |   |   |   |   |
| Federal                                               |   | $                                         | 14     |   |                                     | $      | - |   |   | $ | 60 |   |   | $ | - |   |
| State                                                 |   |                                      | 59     |   |                                     |   | 194 |   |   |   | 336 |   |   |   | 212 |   |
| Total                  Current provision              |   | $                                         | 73     |   |                                     | $      | 194 |   |   | $ | 396 |   |   | $ | 212 |   |
|                                                  |   |                                      |   |   |                                     |   |   |   |   |   |   |   |   |   |   |   |
|                                                  |   |                                      |   |   |                                     |   |   |   |   |   |   |   |   |   |   |   |
| Deferred,                  net of valuation allowance |   |                                      |   |   |                                     |   |   |   |   |   |   |   |   |   |   |   |
| Federal                                               |   | $                                         | 362    |   |                                     | $      | - |   |   | $ | 1,206 |   |   | $ | - |   |
| State                                                 |   |                                      | 10     |   |                                     |   | - |   |   |   | (18 | ) |   |   | - |   |
| Total                  deferred provision             |   | $                                         | 372    |   |                                     | $      | - |   |   | $ | 1,188 |   |   | $ | - |   |
|                                                  |   |                                      |   |   |                                     |   |   |   |   |   |   |   |   |   |   |   |
|                                                  |   |                                      |   |   |                                     |   |   |   |   |   |   |   |   |   |   |   |
| Total                  income tax provision           |   | $                                         | 445    |   |                                     | $      | 194 |   |   | $ | 1,584 |   |   | $ | 212 |   |
|                                                  |   |                                      |   |   |                                     |   |   |   |   |   |   |   |   |   |   |   |
|                                                  |   |                                      |   |   |                                     |   |   |   |   |   |   |   |   |   |   |   |
|                                                  |   | **For                  the Three Months** |   |   | **For                  the Nine Months** |   |
|                                                  |   | **Ended                  September 30,**  |   |   | **Ended                  September 30,** |   |
|                                                  |   | **2007**                                  |   |   | **2006**                                 |   |   | **2007** |   |   | **2006** |   |
|                                                  |   |                                      |   |   |                                     |   |   |   |   |   |   |   |   |   |   |   |
| Discontinued                  Operations:             |   |                                      |   |   |                                     |   |   |   |   |   |   |   |   |   |   |   |
| Federal                                               |   | $                                         | -      |   |                                     | $      | - |   |   | $ | 5 |   |   | $ | - |   |
| State                                                 |   |                                      | -      |   |                                     |   | (3 | ) |   |   | 107 |   |   |   | 160 |   |
| Total                  (benefit) provision            |   | $                                         | -      |   |                                     | $      | (3 | ) |   | $ | 112 |   |   | $ | 160 |   |
|                                                  |   |                                      |   |   |                                     |   |   |   |   |   |   |   |   |   |   |   |

| 16.   | Debt |
|-----------------|------|

----

**Item      2.  Management’s Discussion and Analysis of Financial      Condition and Results of Operations**

*The      following discussion of the Company’s consolidated historical results of      operations and financial condition should be read in conjunction with its      unaudited consolidated financial statements and the notes thereto included      elsewhere in this report.*

| ·   | On                March 1, 2005, the Company acquired its New York-based graphics solutions,                premedia and retouching services businesses, Color Edge, Inc. (“Color                Edge”) and Color Edge Visual, Inc. (“Color Edge Visual”), and its New                York-based prototype services provider, Comp 24, LLC (“Comp                24”); |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | On                August 8, 2005, the Company acquired its California-based graphics                solutions business, Crush Creative, Inc.                (“Crush”); |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | On                May 5, 2006, the Company acquired its California-based prototypes                business, Dennis Curtin Studios, Inc.                (“DCS”); |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | On                May 10, 2006, the Company acquired its Georgia-based prototypes business,                Advertising Props, Inc. (“AdProps”);                and |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | On                October 1, 2006, the Company acquired its New York-based premedia                and                retouching services business, Fuel Digital, Inc.                (“Fuel”). |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

**RESULTS      OF OPERATIONS **
*(amounts in thousands except as noted or in per      share data)*

|                                                                |   | **2007**                               |   |   | **2006**                               |   |
|---------------------------------------------------------------------|--------|----------------------------------------|--------|--------|----------------------------------------|--------|
|                                                                |   | **Existing                Operations** |   |   | **Expanded                Operations** |   |   | **Total                Operations** |   |   | **Existing                Operations** |   |   | **Expanded                Operations** |   |   | **Total                Operations** |   |
| Net                sales                                            |   | $                                      | 19,731 |   |                                   | $      | 3,188 |   |   | $ | 22,919 |   |   | $ | 19,873 |   |   | $ | 804 |   |   | $ | 20,677 |   |
| Gross                profit                                         |   |                                   | 10,593 |   |                                   |   | 1,816 |   |   |   | 12,409 |   |   |   | 10,136 |   |   |   | 431 |   |   |   | 10,567 |   |
| Selling,                general, and Administrative-Operations |   |                                   | 8,213  |   |                                   |   | 1,627 |   |   |   | 9,840 |   |   |   | 7,746 |   |   |   | 371 |   |   |   | 8,117 |   |
| General                and Administrative-Corporate            |   |                                   | 1,448  |   |                                   |   | - |   |   |   | 1,448 |   |   |   | 981 |   |   |   | - |   |   |   | 981 |   |
| Interest                expense, net                                |   |                                   | 71     |   |                                   |   | 3 |   |   |   | 74 |   |   |   | 84 |   |   |   | 2 |   |   |   | 86 |   |
| Income                tax expense (benefit)                         |   |                                   | 369    |   |                                   |   | 76 |   |   |   | 445 |   |   |   | 186 |   |   |   | 8 |   |   |   | 194 |   |
| Discontinued                Operations, net of taxes                |   |                                   | 12     |   |                                   |   | - |   |   |   | 12 |   |   |   | (19 | ) |   |   | - |   |   |   | (19 | ) |
| Net                Income                                           |   | $                                      | 504    |   |                                   | $      | 110 |   |   | $ | 614 |   |   | $ | 1,120 |   |   | $ | 50 |   |   | $ | 1,170 |   |

----

|                                                                |   | **2007**                               |   |   | **2006**                               |   |
|---------------------------------------------------------------------|--------|----------------------------------------|--------|--------|----------------------------------------|--------|
|                                                                |   | **Existing                Operations** |   |   | **Expanded                Operations** |   |   | **Total                Operations** |   |   | **Existing                Operations** |   |   | **Expanded                Operations** |   |   | **Total                Operations** |   |
| Net                sales                                            |   | $                                      | 58,595 |   |                                   | $      | 10,531 |   |   | $ | 69,126 |   |   | $ | 58,600 |   |   | $ | 1,182 |   |   | $ | 59,782 |   |
| Gross                profit                                         |   |                                   | 31,088 |   |                                   |   | 6,121 |   |   |   | 37,209 |   |   |   | 29,358 |   |   |   | 593 |   |   |   | 29,951 |   |
| Selling,                general, and Administrative-Operations |   |                                   | 23,499 |   |                                   |   | 4,748 |   |   |   | 28,247 |   |   |   | 23,573 |   |   |   | 522 |   |   |   | 24,095 |   |
| General                and Administrative-Corporate            |   |                                   | 4,903  |   |                                   |   | - |   |   |   | 4,903 |   |   |   | 3,302 |   |   |   | - |   |   |   | 3,302 |   |
| Restructuring                charge                                 |   |                                   | -      |   |                                   |   | - |   |   |   | - |   |   |   | 724 |   |   |   | -- |   |   |   | 724 |   |
| Interest                expense, net                                |   |                                   | 344    |   |                                   |   | 6 |   |   |   | 350 |   |   |   | 309 |   |   |   | 3 |   |   |   | 312 |   |
| Income                tax expense                                   |   |                                   | 1,001  |   |                                   |   | 583 |   |   |   | 1,584 |   |   |   | 202 |   |   |   | 10 |   |   |   | 212 |   |
| Discontinued                Operations, net of taxes                |   |                                   | 143    |   |                                   |   | - |   |   |   | 143 |   |   |   | 984 |   |   |   | - |   |   |   | 984 |   |
| Net                Income                                           |   | $                                      | 1,484  |   |                                   | $      | 784 |   |   | $ | 2,268 |   |   | $ | 2,232 |   |   | $ | 58 |   |   | $ | 2,290 |   |

----

**LIQUIDITY      AND CAPITAL RESOURCES**

----

| **(in                thousands)**          |   | **Payment                due by period** |   |
|--------------------------------------------|--------|------------------------------------------|--------|
| **Contractual                Obligations** |   | **Total**                                |   |   | **Less                than 1 Year** |   |   | **1-3                Years** |   |   | **3-5                Years** |   |   | **More                than 5 Years** |   |
| Long-Term                Debt Obligations  |   | $                                        | 9,753  |   |   | $ | 9,237 |   |   | $ | 516 |   |   | $ | - |   |   | $ | - |   |
| Capital                Lease Obligations   |   |                                     | 487    |   |   |   | 322 |   |   |   | 165 |   |   |   | - |   |   |   | - |   |
| Operating                Lease Obligations |   |                                     | 24,897 |   |   |   | 4,117 |   |   |   | 8,605 |   |   |   | 7,274 |   |   |   | 4,901 |   |
| Total                                      |   | $                                        | 35,137 |   |   | $ | 13,676 |   |   | $ | 9,286 |   |   | $ | 7,274 |   |   | $ | 4,901 |   |

----

**CRITICAL      ACCOUNTING POLICIES      AND**
**ESTIMATES**

----

**Item      3.  Quantitative and Qualitative Disclosures About      Market Risk**

----

**Item      4.  Controls and Procedures**

----

**PART      II.  OTHER INFORMATION**

**Item      1. Legal Proceedings**

**Item      2.  Unregistered Sales of Equity      Securities and Use of Proceeds.**

**Item      6.  Exhibits**

| (a)   | Exhibits |
|-----------------|----------|

----

**SIGNATURES**

|                                                  | **Merisel,              Inc.** |                                                                             |
|-------------------------------------------------------|--------------------------------|----------------------------------------------------------------------------------|
|                                                  |                           |                                                                             |   |
| Date:                November                14, 2007 | By:                            | /s/ Donald              R. Uzzi                                             |   |
|                                                  |                           | Name: Donald              R.              Uzzi                              |   |
|                                                  |                           | Title:              Chairman, Chief Executive              Officer and President |   |
|                                                  |                           |                                                                             |   |

|   |   |                                        |
|--------|--------|---------------------------------------------|
|   |   |                                        |   |
|   | By:    | /s/ Jon              H. Peterson       |   |
|   |   | Name:              Jon H. Peterson          |   |
|   |   | Title:              Chief Financial Officer |   |
|   |   |                                        |   |

----

**Index      of Exhibits**

| **Exhibit**  | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | **Method                of Filing**                                                                                                                         |
|-------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1               | Asset                Purchase Agreement dated as of December 24, 2004, as amended, by                and among                Merisel, Inc., MCEV, LLC, Color Edge Visual, Inc. (“CEV”), Photobition New                York, Inc. (“PBNY”) and the direct or indirect shareholders or members of                CEV and PBNY signatories thereto.                                                                                                                               |   | Filed                as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the                SEC on March 7, 2005. **                |
| 2.2               | Asset                Purchase Agreement dated as of December 24, 2004, as amended, by                and among                Merisel, Inc., MC24, LLC, Comp 24, LLC (“Comp 24”) and the direct and                indirect shareholders or members of Comp 24 signatories                thereto.                                                                                                                                                                                           |   | Filed                as Exhibit 2.3 to the Company’s Current Report on Form 8-K filed with the                SEC on March 7, 2005. **                |
| 2.3               | Amendment                and Waiver to Asset Purchase Agreement dated as of March 1, 2005                by and                among MCEI, LLC, Merisel, Inc. and Color Edge, Inc. and the direct                and                indirect shareholders set forth on the signature pages                thereto.                                                                                                                                                                                       |   | Filed                as Exhibit 2.4 to the Company’s Current Report on Form 8-K filed with the                SEC on March 7, 2005. **                |
| 2.4               | Amendment                and Waiver to Asset Purchase Agreement dated as of March 1, 2005                by and                among MCEV, LLC, Merisel, Inc. and Color Edge Visual, Inc. and the                direct                and indirect shareholders set forth on the signature pages                thereto.                                                                                                                                                                                |   | Filed                as Exhibit 2.5 to the Company’s Current Report on Form 8-K filed with the                SEC on March 7, 2005. **                |
| 2.5               | Amendment                and Waiver to Asset Purchase Agreement dated as of March 1, 2005                by and                among MC24, LLC, Merisel, Inc. and Comp 24, LLC and the direct and                indirect shareholders set forth on the signature pages                thereto.                                                                                                                                                                                                          |   | Filed                as Exhibit 2.6 to the Company’s Current Report on Form 8-K filed with the                SEC on March 7, 2005. **                |
| 2.6               | Asset                Purchase Agreement dated as of July 6, 2005 by and among Merisel,                Inc.,                MCRU, LLC, Crush Creative, Inc. (“Crush”) and the shareholders of Crush                signatories thereto, as amended by that certain Amendment and Waiver                to                Asset Purchase Agreement, dated as of August 8, 2005 by and among                Merisel,                MCRU, Crush and Guy Claudy as Shareholders Representative.  |   | Filed                as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the                SEC on August 9, 2005. **               |
| 2.7               | Amendment                and Waiver to Asset Purchase Agreement, dated as of August 8, 2005                by and                among Merisel, Inc., MCRU, LLC, Crush Creative, Inc. and Guy Claudy                as                Shareholders Representative.                                                                                                                                                                                                                                       |   | Filed                as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the                SEC on August 9, 2005. **               |
| 2.8               | Asset                Purchase Agreement dated as of October 4, 2006 by and among Merisel,                Inc.,                Merisel FD, Fuel Digital, LLC and the shareholders of Fuel signatories                thereto.                                                                                                                                                                                                                                                                             |   | Filed                as Exhibit 2.1 to the Company's Current Report on Form 8-K filed                with the                SEC on October 6, 2006. **     |
| 3.1               | Restated                Certificate of Incorporation of Merisel, Inc., as amended.                                                                                                                                                                                                                                                                                                                                                                                                                       |   | Filed                as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year                ended December 31, 2005. **          |
| 3.2               | Bylaws                of Merisel, Inc., as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | Filed                as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year                ended December 31, 2005. **          |
| 4.1               | Certificate                of Designation of Convertible Preferred Stock of Merisel,                Inc.                                                                                                                                                                                                                                                                                                                                                                                                      |   | Filed                as Exhibit 99.2 to the Company’s Current Report on Form 8-K dated June 9,                2000. **                           |
| *10.1             | 1991                Employee Stock Option Plan of Merisel, Inc. together with Form of                Incentive Stock Option Agreement and Form of Nonqualified Stock Option                Agreement under the 1991 Employee Stock Option Plan.                                                                                                                                                                                                                                                          |   | Filed                as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the                quarter ended June 30, 1991. **       |
| *10.2             | Amendment                to the 1991 Employee Stock Option Plan of Merisel, Inc. dated January                16,                1997.                                                                                                                                                                                                                                                                                                                                                                        |   | Filed                as Exhibit 10.67 to the Company’s Annual Report on Form 10-K for the year                ended December 31, 1996. **        |
| *10.3             | Merisel,                Inc. 1992 Stock Option Plan for Non-Employee Directors.                                                                                                                                                                                                                                                                                                                                                                                                                               |   | Filed                as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the                quarter ended June 30, 1992. **       |
| *10.4             | Merisel,                Inc. 1997 Stock Award and Incentive Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | Filed                as Annex II to the Company’s Schedule 14A dated October 6, 1997.                **                                          |
| *10.5             | Form                of Nonqualified Stock Option Agreement under the Merisel, Inc. 1997                Stock                Award and Incentive Plan.                                                                                                                                                                                                                                                                                                                                                         |   | Filed                as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year                ended December 31, 1997. **         |
| *10.6             | Deferred                Compensation Agreement between Merisel, Inc. and Timothy N. Jenson                dated                September 18, 2001.                                                                                                                                                                                                                                                                                                                                                            |   | Filed                as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the                period ended September 30, 2001. **   |
| *10.7             | Amendment                to Deferred Compensation Agreement between Merisel, Inc. and Timothy                N.                Jenson dated December 18, 2001.                                                                                                                                                                                                                                                                                                                                           |   | Filed                as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year                ended December 31, 2000. **              |
| *10.8             | Retention                Agreement dated as of April 1, 2001 between Merisel, Inc., Merisel                Americas, Inc. and Timothy N. Jenson.                                                                                                                                                                                                                                                                                                                                                         |   | Filed                as Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the                period ended December 31, 2000. **           |
| *10.9             | Promissory                Note dated March 17, 1999 between Timothy N. Jenson and Merisel,                Inc.                                                                                                                                                                                                                                                                                                                                                                                                |   | Filed                as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the                period ended March 30, 1999. **       |
| *10.10            | Bonus                Agreement dated as of August 10, 2000 between Merisel Americas, Inc.                and                Timothy N. Jenson.                                                                                                                                                                                                                                                                                                                                                                |   | Filed                as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the                quarter ended September 30, 2000. **  |
| *10.11            | Change                of Control Agreement dated as of April 27, 2000 between Merisel,                Inc.,                Merisel Americas, Inc. and Allyson Vanderford.                                                                                                                                                                                                                                                                                                                                |   | Filed                as Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year                ended December 31, 2000. **        |
| *10.12            | Severance                Agreement dated as of December 21, 2000 between Merisel Americas,                Inc. and                Allyson Vanderford.                                                                                                                                                                                                                                                                                                                                                    |   | Filed                as Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year                ended December 31, 2000. **             |
| 10.13             | Registration                Rights Agreement, dated September 19, 1997, by and among Merisel,                Inc.,                Merisel Americas, Inc. and Phoenix Acquisition Company II,                LLC.                                                                                                                                                                                                                                                                                         |   | Filed                as Exhibit 99.4 to the Company’s Current Report on Form 8-K, dated                September 19, 1997. **                    |
| 10.14             | Stock                Subscription Agreement by and between Merisel, Inc. and Phoenix                Acquisition Company II., LLC dated as of June 2, 2000.                                                                                                                                                                                                                                                                                                                                               |   | Filed                as Exhibit 99.1 to the Company’s Current Report on Form 8-K, dated June 9,                2000. **                               |
| 10.15             | Share                Purchase Agreement, dated as of July 2, 2001, by and between Merisel                Americas, Inc., and SYNNEX Information Technologies, Inc.                                                                                                                                                                                                                                                                                                                                       |   | Filed                as Exhibit 2.1 to the Company’s Current Report on Form 8-K, dated July 2,                2001. **                                |
| 10.16             | Real                Property Purchase and Sale Agreement dated as of December 10, 2001                by and                between HD Acquisitions, LLC and Merisel Properties, Inc.                                                                                                                                                                                                                                                                                                                    |   | Filed                as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the                quarter ended June 30, 2002. **       |
| 10.17             | Tenth                Amendment to Real Property Purchase and Sale Agreement dated as of                May 10,                2002 between DCF I, LLC, the successor in interest to HD Acquisitions,                LLC, and Merisel Properties, Inc.                                                                                                                                                                                                                                                    |   | Filed                as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the                quarter ended June 30, 2002. **       |
| 10.18             | Consent                to Assignment of Land Purchase Agreement dated May 10, 2002 between                Merisel Properties, Inc., HD Acquisitions, LLC and DCF I,                LLC.                                                                                                                                                                                                                                                                                                                  |   | Filed                as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the                quarter ended June 30, 2002. **            |
| 10.19             | Purchase                Money Note dated May 20, 2002 issued by DCF I, LLC to Merisel Properties,                Inc.                                                                                                                                                                                                                                                                                                                                                                               |   | Filed                as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the                quarter ended June 30, 2002. **       |
| 10.20             | Purchase                Money Deed of Trust dated May 20, 2002 between DCF I, LLC, as Grantor,                Karen Tallman, as Trustee, and Merisel Properties, Inc., as                Beneficiary.                                                                                                                                                                                                                                                                                                    |   | Filed                as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the                quarter ended June 30, 2002. **       |
| 10.21             | Construction                Promissory Note dated May 20, 2002 issued by DCFI, LLC to Merisel                Properties, Inc.                                                                                                                                                                                                                                                                                                                                                                            |   | Filed                as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the                quarter ended June 30, 2002. **            |
| 10.22             | Deed                of Trust and Security Agreement dated May 20, 2002 between DCF I,                LLC, as                Grantor, Karen Tallman, as Trustee, and Merisel Properties, Inc.,                as                Beneficiary.                                                                                                                                                                                                                                                              |   | Filed                as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the                quarter ended June 30, 2002. **       |
| 10.23             | Construction                Loan Agreement dated May 20, 2002 between DCF I, LLC, Anthony Dilweg                and                Merisel Properties, Inc.                                                                                                                                                                                                                                                                                                                                              |   | Filed                as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the                quarter ended June 30, 2002. **            |
| 10.24             | Amended                and Restated Registration Rights Agreement dated June 9, 2000 (executed                November 7, 2002) between Merisel, Inc. and Phoenix                Acquisition.                                                                                                                                                                                                                                                                                                            |   | Filed                as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the                quarter ended June 30, 2002. **       |
| *10.25            | Amended                and Restated First Amendment to Retention Agreement dated as of July                1,                2004 by and among Merisel, Inc., Merisel Americas, Inc. and Timothy                N.                Jenson.                                                                                                                                                                                                                                                                |   | Filed                as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the                period ended June 30, 2004. **             |
| *10.26            | Employment                Agreement dated November 22, 2004 between Merisel, Inc. and Donald                R.                Uzzi.                                                                                                                                                                                                                                                                                                                                                                      |   | Filed                as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the                SEC on November 24, 2004. **      |
| *10.27            | Settlement                Agreement and Mutual General Release dated as of February 3, 2005                by and                between Merisel, Inc., Merisel Americas, Inc. and Timothy Jenson,                Tina                Wurtz, Craig Wurtz, John Low, D&H Services, LLC and TDH Enterprises,                LLC.                                                                                                                                                                       |   | Filed                as Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the year                ended December 31, 2006.                |
| *10.28            | Employment                Agreement dated as of March 1, 2005 by and between Merisel Americas,                Inc.                and Rajiv Garg.                                                                                                                                                                                                                                                                                                                                                        |   | Filed                as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the                SEC on March 7, 2005. **               |
| *10.29            | Employment                Agreement dated as of March 1, 2005 by and between Merisel Americas,                Inc.                and Kenneth Wasserman.                                                                                                                                                                                                                                                                                                                                                 |   | Filed                as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the                SEC on March 7, 2005. **               |
| *10.30            | Employment                Agreement dated as of March 1, 2005 by and between Merisel Americas,                Inc.                and John Sheehan.                                                                                                                                                                                                                                                                                                                                                      |   | Filed                as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the                SEC on March 7, 2005. **               |
| 10.31             | Credit                Agreement dated as of March 1, 2005 by and among MCEI, LLC, MCEV,                LLC,                Merisel, Inc., Merisel Americas, Inc., MC24, LLC and Amalgamated                Bank.                                                                                                                                                                                                                                                                                         |   | Filed                as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the                SEC on March 7, 2005. **               |
| 10.32             | Pledge                Agreement, dated as of March 1, 2005, made among MCEI, LLC, MCEV,                LLC,                Merisel, Inc., Merisel Americas, Inc., and Amalgamated Bank.                                                                                                                                                                                                                                                                                                                  |   | Filed                as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the                SEC on March 7, 2005. **               |
| 10.33             | Security                Agreement, dated as of March 1, 2005, made by MCEI, LLC, MCEV, LLC,                Merisel, Inc., Merisel Americas, Inc., and MC24, LLC, in favor of                Amalgamated Bank.                                                                                                                                                                                                                                                                                            |   | Filed                as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the                SEC on March 7, 2005. **               |
| 10.34             | Corporate                Guarantee, dated as of March 1, 2005, made among each signatory hereto,                in                favor of Amalgamated Bank.                                                                                                                                                                                                                                                                                                                                             |   | Filed                as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the                SEC on March 7, 2005. **               |
| 10.35             | Credit                Agreement dated as of March 1, 2005 by and among MC24, LLC, Merisel,                Inc.,                Merisel Americas, Inc., MCEI, LLC, MCEV, LLC and Amalgamated                Bank.                                                                                                                                                                                                                                                                                         |   | Filed                as Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the                SEC on March 7, 2005. **               |
| 10.36             | Pledge                Agreement, dated as of March 1, 2005, made among MC24, LLC, Merisel,                Inc.,                Merisel Americas, Inc., and Amalgamated Bank.                                                                                                                                                                                                                                                                                                                             |   | Filed                as Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the                SEC on March 7, 2005. **               |
| 10.37             | Security                Agreement, dated as of March 1, 2005 made by MC24, LLC, Merisel,                Inc.,                Merisel Americas Inc., MCEI, LLC, MCEV, LLC, and each of their                Subsidiaries from time to time parties thereto, in favor of Amalgamated                Bank.                                                                                                                                                                                                  |   | Filed                as Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with                the SEC on March 7, 2005. **              |
| 10.38             | Corporate                Guarantee, dated as of March 1, 2005, made among each signatory hereto,                in                favor of Amalgamated Bank.                                                                                                                                                                                                                                                                                                                                             |   | Filed                as Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with                the SEC on March 7, 2005. **              |
| *10.39            | Summary                of CFO Compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | Filed                as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the                SEC on April 20, 2005. **         |
| 10.40             | Amendment                No. 1 to Credit Agreement dated as of August 8, 2005 by and among                MCRU,                Color Edge LLC (formerly known as MCEI, LLC), Color Edge Visual,                LLC                (formerly known as MCEV, LLC), Comp 24 LLC (formerly known as MC24,                LLC),                Merisel Americas, Inc. the Company and Amalgamated Bank, entered                into in                connection with the MCEI/MCEV Credit Agreement.         |   | Filed                as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the                SEC on August 9, 2005. **              |
| *10.41            | Amendment                to Employment Agreement dated November 22, 2004 between Merisel,                Inc. and                Donald R. Uzzi.                                                                                                                                                                                                                                                                                                                                                              |   | Filed                as Exhibit 10.1 to the Company’s current report on Form 8-K filed with the                SEC on March 9, 2006.**           |
| *10.42            | Form                of Indemnity Agreement entered into between Merisel, Inc. and each                of its                Directors and certain Officers.                                                                                                                                                                                                                                                                                                                                              |   | Filed                as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the                SEC on March 9, 2006.**                |
| 10.43             | Amendment                No. 2 to Asset Purchase Agreement and Amendment to Confidentiality                and                Non-Competition Agreement (MCEI).                                                                                                                                                                                                                                                                                                                                          |   | Filed                as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the                SEC on May 1, 2006. **                 |
| 10.44             | Amendment                No. 2 to Asset Purchase Agreement and Amendment to Confidentiality                and                Non-Competition Agreement (MCEV).                                                                                                                                                                                                                                                                                                                                          |   | Filed                as Exhibit 10.2 to the Company's Current Report on Form 8-K filed                with the                SEC on May 1, 2006. **        |
| *10.45            | 1997                Merisel Inc. Stock Award and Incentive Plan Form of Restricted Stock                Agreement for Executives and Key Employees.                                                                                                                                                                                                                                                                                                                                                      |   | Filed                as Exhibit 10.1** **to the Company’s Current Report on                Form 8-K filed with the SEC on December 19, 2006. **  |
| 10.46        | 1997                Merisel Inc. Stock Award and Incentive Plan Form of Restricted Stock                Agreement for** **Directors.                                                                                                                                                                                                                                                                                                                                                                |   | Filed                as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the                SEC on December 19, 2006.**       |
| *10.47            | Employment                Agreement dated May 1, 2006 between Jon H. Peterson and Merisel,                Inc.                                                                                                                                                                                                                                                                                                                                                                                           |   | Filed                as Exhibit 10.47 to the Company’s Annual Report on Form 10-K for the year                ended December 31, 2006. **        |
| 14.1              | Code                of Business Conduct.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | Filed                as exhibit 99.2 to the Company’s Annual Report on Form 10-K for the year                ended December 31, 2002.**          |
| 21                | Subsidiaries                of the Registrant.                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | Filed                as Exhibit 21 to the Company’s Annual Report on Form 10-K for the year                ended December 31, 2006.              |
| 23                | Consent                of BDO Seidman, LLPIndependent                Registered Accounting Firm.                                                                                                                                                                                                                                                                                                                                                                                                              |   | Filed                as Exhibit 23 to the Company’s Annual Report on Form 10-K for the year                ended December 31, 2006.              |
| 23.1              | Copy                of the Consent of Weinick, Sanders & Leventhal, independent registered                accounting firm (now defunct) dated July 6, 2005                                                                                                                                                                                                                                                                                                                                                |   | Filed                as Exhibit 23.1 to the Company’s Annual Report on Form 10-K for the year                ended December 31, 2006.            |
| 31.1              | Certification                of the Chief Executive Officer pursuant to Section 302 of the                Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                    |   | Filed                herewith.                                                                                                                              |
| 31.2              | Certification                of the Chief Financial Officer pursuant to Section 302 of the                Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                    |   | Filed                herewith.                                                                                                                              |
| 32                | Certification                of Chief Executive Officer and Chief Financial Officer pursuant to                18                U.S.C. Section 1350.                                                                                                                                                                                                                                                                                                                                                    |   | Filed                herewith.                                                                                                                              |