SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form 10-Q


(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2000.

                                       OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT
         OF 1934

For the transition period from _______________ to ___________

                         Commission File Number 0-17156

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

      Delaware                                       95-4172359
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

200 Continental Boulevard
El Segundo, CA                                                  90245-0984
(Address of principal executive offices)                       (Zip code)


Registrant's telephone number, including area code (310) 615-3080

---------------------------------------------------------------
Former name, former address, and former fiscal year, if changed since last year

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes X No _____

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date:


                                               Number of Shares Outstanding
               Class                                 May 11, 2000
Common Stock, $.01 par value                      80,309,046 Shares


<PAGE>




                                  MERISEL, INC.

                                      INDEX



PART I   FINANCIAL INFORMATION                              Page Reference

                  Consolidated Balance Sheets as of                  1-2
                  March 31, 2000 and December 31, 1999

                  Consolidated Statements of Operations for the
                  Three Months Ended March 31, 2000 and 1999           3

                  Consolidated Statements of Cash Flows for the
                  Three Months Ended March 31, 2000 and 1999           4


                  Notes to Consolidated Financial Statement          5-7

                  Management's Discussion and Analysis of           8-16
                  Financial Condition and Results of Operations

                  Quantitative and Qualitative Market Risk Disclosure 16

PART II  OTHER INFORMATION                                         17-18

         SIGNATURES                                                   19




<PAGE>


               SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION


         Certain  statements  contained in this  Quarterly  Report on Form 10-Q,
including  without  limitation   statements  containing  the  words  "believes,"
"anticipates,"    "expects"   and   words   of   similar   import,    constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended.  Such  forward-looking  statements  involve known and unknown risks,
uncertainties and other factors which may cause the actual results,  performance
or achievements of Merisel,  Inc. (the "Company"),  or industry  results,  to be
materially  different  from any  future  results,  performance  or  achievements
expressed or implied by such forward-looking statements.  These factors include,
but are not limited to, the effect of (i) economic  conditions  generally,  (ii)
industry  growth,  (iii)  competition,  (iv) liability and other claims asserted
against the Company,  (v) the loss of  significant  customers  or vendors,  (vi)
operating margins, (vii) business disruptions, (viii) the ability to attract and
retain qualified personnel,  and (ix) other risks detailed in this report. These
factors are discussed elsewhere in this report,  including,  without limitation,
under the captions "Legal Proceedings" and "Management's Discussion and Analysis
of Financial  Condition and Results of Operations."  Given these  uncertainties,
readers  are  cautioned  not to place  undue  reliance  on such  forward-looking
statements.  The Company  disclaims any obligation to update any such factors or
to publicly  announce the result of any revisions to any of the  forward-looking
statements  contained  or  incorporated  by reference  herein to reflect  future
events or developments.


<PAGE>



                          PART 1. FINANCIAL INFORMATION


Item 1.    Financial Statements
<TABLE>
<CAPTION>

                         MERISEL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                   (Unaudited)

                                     ASSETS

                                                                               March 31,               December 31,
                                                                                  2000                     1999
                                                                           -------------------      -------------------
<S>                                                                              <C>                      <C>
CURRENT ASSETS:
Cash and cash equivalents                                                          $   22,096               $   57,557
Accounts receivable (net of allowances
of $14,814 and $15,186 for 2000 and 1999,
respectively)                                                                         228,195                  182,352
Inventories                                                                           297,464                  445,663
Prepaid expenses and other current assets                                              10,379                   10,488
Deferred income taxes                                                                     911                      914
                                                                           -------------------      -------------------
  Total current assets                                                                559,045                  696,974
PROPERTY AND EQUIPMENT, NET                                                            80,804                   84,609
COST IN EXCESS OF NET ASSETS
  ACQUIRED, NET                                                                        23,548                   23,755
OTHER ASSETS                                                                              326                      457
                                                                           -------------------      -------------------
TOTAL ASSETS                                                                       $  663,723               $  805,795
                                                                           ===================      ===================

</TABLE>











           See  accompanying   notes  to  consolidated
                    financial statements.


<PAGE>
<TABLE>
<CAPTION>


                         MERISEL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)
                                   (Unaudited)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                               March 31, 2000        December 31, 1999
                                                                             -------------------    --------------------

<S>                                                                               <C>                       <C>
CURRENT LIABILITIES:

Accounts payable                                                                    $ 410,040               $  540,843
Accrued liabilities                                                                    39,718                   36,609
Long-term debt and capitalized lease obligations - current                              6,205                    2,906
                                                                             -------------------    --------------------
  Total current liabilities                                                            455,963                 580,358

Long-term debt                                                                         125,000                 128,900
Capitalized lease obligations                                                            1,032                   1,364

STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value, authorized 1,000,000
  shares; none issued or outstanding
Common stock, $.01 par value, authorized
  150,000,000 shares; 80,309,046 and 80,278,808 shares
  outstanding for 2000 and 1999, respectively                                              803                     803
Additional paid-in capital                                                             282,609                 282,492
Accumulated deficit                                                                   (193,110)               (179,663)
Accumulated other comprehensive loss                                                    (8,574)                 (8,459)
                                                                             -------------------    --------------------
Total stockholders' equity                                                              81,728                  95,173
                                                                             -------------------    --------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $  663,723              $  805,795
                                                                             ===================    ====================

</TABLE>










            See  accompanying   notes  to  consolidated
                     financial statements.


<PAGE>

<TABLE>
<CAPTION>

                         MERISEL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)

                                                                                    Three Months Ended
                                                                                        March 31,
                                                                            2000                          1999
                                                                  -------------------------     -------------------------

<S>                                                                     <C>                          <C>
NET SALES                                                               $  1,166,764                 $   1,254,717

COST OF SALES                                                              1,112,201                     1,190,069
                                                                  -------------------------     -------------------------

GROSS PROFIT                                                                  54,563                        64,648

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                                                     57,245                        54,055

LITIGATION-RELATED CHARGE                                                                                   21,000
                                                                  -------------------------     -------------------------

OPERATING LOSS                                                                (2,682)                      (10,407)

INTEREST EXPENSE                                                               4,545                         3,405

OTHER EXPENSE, NET                                                             6,068                         6,626
                                                                  -------------------------     -------------------------

LOSS BEFORE INCOME TAXES                                                     (13,295)                      (20,438)

PROVISION FOR INCOME TAXES                                                       152                            71
                                                                  -------------------------     -------------------------

NET LOSS                                                                $    (13,447)                $     (20,509)
                                                                  =========================     =========================

NET LOSS PER SHARE (BASIC AND DILUTED)                                  $      (0.17)                $       (0.26)
                                                                  =========================     =========================

WEIGHTED AVERAGE NUMBER OF SHARES
  BASIC                                                                       80,289                        80,278
  DILUTED                                                                     80,289                        80,278
                                                                  =========================     =========================


</TABLE>








        See  accompanying   notes  to  consolidated
                financial statements.


<PAGE>
<TABLE>
<CAPTION>


                         MERISEL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

                                                                                   Three Months Ended March 31,
                                                                                    2000                     1999
                                                                            ------------------      -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                              <C>                      <C>
Net loss                                                                         $  (13,447)              $   (20,509)
Adjustments to reconcile net loss to net
  cash used by operating activities:

  Depreciation and amortization                                                       5,479                     2,963
  Provision for doubtful accounts                                                     3,854                     4,227
  Gain on sale of property and equipment                                             (1,539)
Changes in operating assets and liabilities

  Accounts receivable                                                               (49,851)                   18,997
  Inventories                                                                       147,917                   114,637
  Prepaid expenses and other current assets                                             238                    (3,082)
  Accounts payable                                                                 (130,402)                 (134,046)
  Accrued liabilities                                                                 3,116                    16,545

                                                                            ------------------      -------------------
Net cash used for operating activities                                               (34,635)                    (268)
                                                                            ------------------      -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment                                                   (1,846)                  (11,111)
Proceeds from sale of property and equipment, net disposal cost                       1,765
                                                                            ------------------      -------------------
Net cash used for investing activities                                                 (81)                   (11,111)
                                                                             ------------------      -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings under revolving line of credit                                            40,000                    45,500
Repayments under revolving line of credit                                           (40,000)                  (45,500)
Repayments under other financing arrangements                                        (1,053)                     (846)
Proceeds from issuance of Common Stock                                                  112                        12
                                                                            ------------------      -------------------
Net cash used for by financing activities                                              (941)                     (834)
                                                                            ------------------      -------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                 196                       652
                                                                            ------------------      -------------------
NET DECREASE IN CASH AND
  CASH EQUIVALENTS                                                                  (35,461)                  (11,561)
CASH AND CASH EQUIVALENTS, BEGINNING OF
  PERIOD                                                                             57,557                    36,341
                                                                            ------------------      -------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                          $  22,096                $   24,780
                                                                            ==================      ===================

</TABLE>

<TABLE>
<CAPTION>

Supplemental  disclosure of cash flow  information:  Cash paid (received) during
the period for:
                                                                                          (in thousands)
                                                                                  2000                    1999

                                                                            ------------------     --------------------
<S>                                                                                  <C>               <C>
  Interest                                                                           $   653           $    (858)
  Income taxes                                                                           140                 473

Non cash activities:
   Captial lease obligations entered into                                                120


</TABLE>


                     See  accompanying   notes  to  consolidated
                          financial statements.


<PAGE>


MERISEL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


1. General


Merisel,  Inc., a Delaware  corporation and a holding company (together with its
subsidiaries,  "Merisel" or the "Company"), is a leading distributor of computer
hardware and software  products.  From March 1997 through 1999, through its main
operating  subsidiary  Merisel  Americas,  Inc.  ("Merisel  Americas")  and  its
subsidiaries,  the Company operated three distinct business units: United States
distribution,  Canadian  distribution  and the Merisel Open  Computing  Alliance
(MOCA(TM)). In December 1999, Merisel announced plans to restructure and combine
its U.S. and Canadian  distribution  businesses.  The Company  accomplished this
reorganization  in early 2000 and began  operating two distinct  North  American
business units: North American  distribution and MOCA.  Merisel's North American
distribution  business  offers a full line of products  and  services to a broad
range  of  reseller  customers,   including   value-added   resellers  ("VARs"),
commercial   resellers,   internet   resellers  and  retailers.   MOCA  provides
enterprise-class   solutions  for  Sun  Microsystems  servers  and  the  Solaris
operating  system  to Sun  Microsystems-authorized  resellers  and  consultants.
Effective  April 3, 2000,  the  operations of MOCA are conducted by Merisel Open
Computing Alliance, Inc. as a separate subsidiary.

The  information for the three months ended March 31, 2000 and 1999 has not been
audited by independent accountants,  but includes all adjustments (consisting of
normal  recurring  accruals) which are, in the opinion of management,  necessary
for a fair presentation of the results for such periods.

Certain information and footnote  disclosures  normally included in consolidated
financial  statements  prepared in accordance with generally accepted accounting
principles have been omitted  pursuant to the requirements of the Securities and
Exchange Commission, although the Company believes that the disclosures included
in  these  financial  statements  are  adequate  to  make  the  information  not
misleading.  Certain amounts for 1999 have been reclassified to conform with the
2000  presentation.  The consolidated  financial  statements as presented herein
should be read in conjunction  with the  consolidated  financial  statements and
notes  thereto  included in Merisel's  Annual Report on Form 10-K for the fiscal
year ended December 31, 1999.

2. New Accounting Pronouncements


In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities". As amended by SFAS No. 137, SFAS No. 133 is
effective for financial  statements issued for all fiscal quarters of all fiscal
years  beginning  after June 15,  2000.  The Company  will adopt SFAS No. 133 as
required in January 2001.  SFAS No. 133 requires all  derivatives to be recorded
on the balance sheet at fair value.  The Company is in the process of evaluating
the effect that this new standard will have on its financial statements.



<PAGE>


MERISEL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(UNAUDITED)


3. Fiscal Year

The  Company's  fiscal year is the 52- or 53-week  period ending on the Saturday
nearest to December 31. The Company's first quarter is the 13-week period ending
on the Saturday nearest to March 31. For simplicity of presentation, the Company
has  described  the  interim  periods  and  year-end  period  as of March 31 and
December 31, respectively.

4. Comprehensive Income


The Company  calculates  comprehensive  income in accordance  with SFAS No. 130,
"Reporting for  Comprehensive  Income".  SFAS No. 130 establishes  standards for
reporting and displaying  comprehensive  income and its components in a full set
of general purpose  financial  statements.  Comprehensive  income is computed as
follows:

<TABLE>

                                                                      (in thousands)
                                                                    Three Months Ended
                                                                        March 31,
                                                               2000                    1999
                                                               ----                    ----


<S>                                                          <C>                      <C>
Net loss                                                     $(13,447)                $(20,509)
Other comprehensive (loss) income:
  Foreign currency translation adjustment                        (115)                     748
                                                        --------------------     ------------------
Comprehensive loss                                           $(13,562)                $(19,761)
                                                        ====================     ==================
</TABLE>

5. Earnings Per Share


The  Company  calculates  earnings  per share in  accordance  with SFAS No. 128,
"Earnings Per Share."  Basic  earnings per share is computed on the basis of the
weighted average number of common shares outstanding. Diluted earnings per share
is  computed  on the basis of the  weighted  average  number  of  common  shares
outstanding  plus the effect of  outstanding  stock  options using the "treasury
stock"  method.  There was no  difference  between  basic and  diluted  weighted
average  shares  outstanding  for each of the March 31, 2000 and 1999 periods as
the impact of stock options would be anti-dilutive in both periods.


6. Segment Information

The  Company  reports  segment  information  in  accordance  with SFAS No.  131,
"Disclosure about Segments of an Enterprise and Related  Information".  SFAS No.
131  requires  disclosure  of  certain  information  about  operating  segments,
geographic areas in which the Company  operates,  major customers,  and products
and  services.  From March 1997 through late 1999,  the Company  operated  three
distinct business units: United States distribution,  Canadian  distribution and
MOCA. Prior to December 1999, each of these segments had a dedicated  management
team and was managed  separately  primarily  because of geography (United States
and Canada) and  differences  in product  categories,  marketing  strategies and
customer   base   (MOCA).   In   December   1999,   the   Company   announced  a
restructuringplan that would combine the U.S. and Canadian distribution segments
into one operating segment, the North American distribution  segment.  Effective
April 3, 2000,  the  operations of MOCA are conducted by Merisel Open  Computing
Alliance,  Inc. as a separate subsidiary.

In accordance  with SFAS No. 131, the Company has prepared the following  tables
which present information related to each operating segment included in internal
management reports.  For 1999, the United States and Canadian segments have been
combined to show how they would look as the North American distribution segment,
which is how internal management reports are now prepared.
<PAGE>

<TABLE>
<CAPTION>


                                                              Three Months Ended
                                                                March 31, 2000
                                                                (in thousands)
                         ---------------------------------------------------------------------------------------------

                         ---------------------------------------------------------------------------------------------
                           United                     Elim-
                           States        Canada      Inations        NAM          MOCA         Other         Total
                           ------        ------      --------        ---          ----         -----         -----
<S>                       <C>           <C>          <C>            <C>           <C>           <C>         <C>
Net sales to external
customers                 $670,893      $233,672                   $904,565     $262,199                  $1,166,764
Segment operating
(loss) profit              $(5,822)        $(726)                   $(6,548)      $6,709       $(2,843)      $(2,682)
Total segment assets      $391,409      $144,802                                $127,512                    $663,723

</TABLE>

<TABLE>
<CAPTION>

                                                              Three Months Ended
                                                                March 31, 1999
                                                                (in thousands)
                         ---------------------------------------------------------------------------------------------

                         ---------------------------------------------------------------------------------------------
                           United                      Elim-
                           States        Canada      inations        NAM          MOCA         Other         Total
                           ------        ------      --------        ---          ----         -----         -----
<S>                       <C>           <C>          <C>            <C>         <C>           <C>          <C>
Net sales to external
customers                 $789,345      $259,940                  $1,049,285    $205,432                  $1,254,717
Segment operating
Profit (loss)               $3,922        $3,461                      $7,383      $3,210      $(21,000)     $(10,407)

</TABLE>




Geographical Area Net Sales:
                                                      (in thousands)
                                                    Three months ended
                                                         March 31,
                                             2000                   1999
                                      -------------------    -------------------
United States                              $ 923,960              $ 991,003
Canada                                       242,804                263,714
                                      -------------------    -------------------
Total net sales                           $1,166,764             $1,254,717
                                      ===================    ===================





<PAGE>


Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL


Merisel,  Inc., a Delaware corporation and a holding company (together with its
subsidiaries,  "Merisel" or the "Company"), is a leading distributor of computer
hardware and software  products.  From March 1997 through 1999, through its main
operating  subsidiary  Merisel  Americas,  Inc.  ("Merisel  Americas")  and  its
subsidiaries,  the Company operated three distinct business units: United States
distribution,  Canadian  distribution  and the Merisel Open  Computing  Alliance
(MOCA(TM)). In December 1999, Merisel announced plans to restructure and combine
its U.S. and Canadian  distribution  businesses.  The Company  accomplished this
reorganization  in early 2000 and began  operating two distinct  North  American
business units: North American  distribution and MOCA.  Merisel's North American
distribution  business  offers a full line of products  and  services to a broad
range  of  reseller  customers,   including   value-added   resellers  ("VARs"),
commercial   resellers,   internet   resellers  and  retailers.   MOCA  provides
enterprise-class   solutions  for  Sun  Microsystems  servers  and  the  Solaris
operating  system  to Sun  Microsystems-authorized  resellers  and  consultants.
Effective  April 3, 2000,  the  operations of MOCA are conducted by Merisel Open
Computing Alliance, Inc. as a separate subsidiary.


RESULTS OF OPERATIONS

Three  Months  Ended March 31, 2000 as Compared to the Three  Months Ended March
31, 1999.

The Company's net sales decreased 7.0% from  $1,254,717,000 in the quarter ended
March 31, 1999 to  $1,166,764,000  in the  quarter  ended  March 31,  2000.  The
decrease  resulted  from a 13.8%  decline  in net sales  for the  North  America
distribution business to $904,565,000 from $1,049,285,000,  offset in part by an
increase in net sales for MOCA of 27.6% to $262,199,000 from  $205,432,000.  The
decrease in net sales for North American  distribution  resulted  primarily from
the focus on restructuring  activities during the first half of the quarter, and
from decreased  customer orders in reaction to Merisel's price increases  during
the second half of the quarter.  MOCA sales growth was  primarily  the result of
strong demand for Sun-related  computer products and services.  The Company does
not expect MOCA sales growth to continue at the same rate throughout 2000 due to
the recent loss of certain customers that will impact future sales.

Hardware and accessories  accounted for 83% of net sales and software  accounted
for 17% of net sales in the first  quarter of 2000,  as  compared to 79% and 21%
for the same categories, respectively, in the first quarter of 1999.

Gross  profit  decreased  15.6% or  $10,085,000  from  $64,648,000  in the first
quarter of 1999 to  $54,563,000  in the 2000 period,  which reflects in part the
decline in sales in the 2000 period.  Gross profit as a percentage of sales,  or
gross margin,  decreased from 5.15% in the first quarter of 1999 to 4.68% in the
first quarter of 2000. Gross margins in the North American distribution business
and MOCA were  4.36% and  5.77%,  respectively,  for the first  quarter of 2000,
compared to 5.07% and 5.58%,  respectively,  for the first quarter of 1999.  The
decrease in North American
<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


distribution  business  gross margins has resulted in large part from changes in
vendor  terms and  conditions,  including a reduction  in vendor  rebates and an
increase in price protection-related losses.

Over the past year,  the Company has taken various  actions to address the issue
of declining margins,  including  accelerating  customer  recruitment efforts to
expand the Company's account base, focusing attention on more profitable product
lines,  enhancing customer support by assigning  dedicated sales teams according
to customer  specific business models and geographic  locations,  and increasing
the  extent to which  sales  compensation  is tied to margin  goal  achievement.
During the first  quarter of 2000,  the  Company  took more  direct  measures to
improve  margins by implementing  sales price increases  across a broad range of
product  offerings.  As a result of these  price  increases,  front-end  selling
margins related to the U.S. portion of the North American  distribution business
for March 2000  increased more than 40 basis points over February 2000, and more
than 80 basis points over  December  1999.  Although the Company has  maintained
such  higher  front-end  selling  margins  during  the first  half of the second
quarter of 2000, sales have continued to be negatively impacted. For April 2000,
North  American  distribution  sales declined by nearly 24% over sales for April
1999 and by approximately 29% over sales for January 2000.

Selling,  general and administrative expenses increased by 5.9% from $54,055,000
in the first quarter of 1999 to  $57,245,000  in the first quarter of 2000.  The
increase resulted primarily from an increase of $2,843,000 in litigation-related
reserves in the first  quarter of 2000,  as well as an increase in  depreciation
and  amortization  expense of  $2,516,000.  The  increase  in  depreciation  and
amortization   expense  is  primarily   related  to  the  SAP  operating  system
implemented  in the U.S. in April  1999.  The  increases  were offset in part by
reductions in expenses  resulting from the combination of the Company's U.S. and
Canadian  distribution  businesses announced in December 1999. Selling,  general
and  administrative  expenses as a percentage of sales  increased from 4.31% for
the first quarter of 1999 to 4.91% for the same period in 2000.  The increase in
selling,  general and administrative  expenses as a percentage of sales reflects
in part the 7.0%  decline in sales for the first  quarter of 2000 over the first
quarter of 1999.

Additionally,  in the first  quarter of 1999,  the Company  recorded a charge of
$21,000,000  relating to the  settlement of the  litigation  pending in Delaware
Chancery Court between the Company and certain holders and former holders of the
Company's 12-1/2% Senior Notes.

As a result of the above items,  operating loss  decreased by $7,725,000  from a
loss of  $10,407,000  for the first quarter of 1999 to a loss of $2,682,000  for
the first  quarter  of 2000.  Excluding  the charge  related  to the  noteholder
litigation,  the Company would have had operating  income of $10,593,000 for the
first quarter of 1999.


<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

Interest Expense; Other Expense; and Income Tax Provision

Interest  expense for the Company  increased  33.5% from $3,405,000 in the first
quarter of 1999 to  $4,545,000  in the 2000 period.  This  increase is primarily
related to the  capitalization  of  $1,227,000  of  interest  related to the SAP
implementation  in the first quarter of 1999. As SAP was implemented in the U.S.
in April 1999,  there was no  capitalization  of interest  required in the first
quarter of 2000.

Other  expenses for the Company  decreased  from  $6,626,000  for the three
months ended March 31, 1999 to $6,068,000 for the same period in 2000. This
decrease is due primarily to a $1,539,000  gain recorded on the sale of the
Company's  Marlborough,  Massachusetts  call  center in January  2000.  The
decrease   was   partially   offset  by  a  $135,000   increase   in  asset
securitization  fees, a $362,000 increase in other bank-related fees, and a
$480,000  increase in foreign exchange  losses.  The average proceeds drawn
from the sale of accounts  receivable  under the  Company's  securitization
facilities as of the end of each month decreased from  $418,092,000 for the
three  months ended March 31, 1999 to  $344,001,000  for the same period in
2000,   however,   securitization   fees  increased  due  to  higher  rates
experienced in the first quarter of 2000.

The income tax provision increased from $71,000 for the three months ended March
31, 1999 to $152,000 for the same period in 2000.  In both  periods,  the income
tax rate reflects only the minimal  statutory  tax  requirements  in the various
states and provinces in which the Company conducts business,  as the Company has
sufficient net operating loss provisions to offset federal income taxes.

Consolidated Net Loss


On a  consolidated  basis,  net loss for the  Company  decreased  from a loss of
$20,509,000  for the three months ended March 31, 1999 to a loss of  $13,447,000
for the three  months ended March 31, 2000 due to the factors  described  above.
Net loss per  share  decreased  from a net loss of $0.26 per share for the three
months ended March 31, 1999 to a net loss of $0.17 per share for the same period
of 2000.


SYSTEMS AND PROCESSES

Merisel has made  significant  investments  in advanced  computer and  warehouse
management systems for its North American operations to support sales growth and
improve  service  levels.  All of  Merisel's  nine North  American  distribution
centers and its Raleigh, North Carolina,  co-location facility utilize the MILES
computerized  warehouse  management  system,  which uses infrared bar coding and
advanced  computer  hardware and  software to improve  shipping,  receiving  and
picking accuracy rates.


<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


In 1993,  the Company  began  designing an SAP R/3  enterprise-wide  information
system that would  integrate all  functional  areas of the  business,  including
sales and distribution, inventory management, financial services, and marketing,
in a real-time  environment.  Merisel  converted its Canadian  operations from a
mainframe  system  to the  new SAP  system  in  August  1995,  and  successfully
completed  the  conversion  of its  North  American  operations  in April  1999.
Providing a common platform for Merisel's North American  distribution  and MOCA
businesses,  the new system is designed to support  business growth by providing
greater transaction  functionality,  increased  flexibility,  enhanced reporting
capabilities, and custom-pricing applications.

Since April 1999, system  performance,  stability and availability have improved
significantly.  SAP performs with  sub-second,  on-line response time and has an
average  systems-availability  rate of 99.999 percent.  Availability  for all of
Merisel's  core systems has averaged 99.9 percent or above since April 1999. SAP
also enforces a high degree of data integrity,  which better supports  Merisel's
reporting needs both through SAP and Merisel's data warehouse system.


VARIABILITY OF QUARTERLY RESULTS AND SEASONALITY

Historically,  the  Company  has  experienced  variability  in its net sales and
operating margins on a quarterly basis and expects these patterns to continue in
the  future.   Management  believes  that  the  factors  influencing   quarterly
variability  include:  (i) the overall  growth in the  computer  industry;  (ii)
shifts in short-term demand for the Company's products resulting,  in part, from
the  introduction  of new  products  or  updates  to  existing  products;  (iii)
intensity  of  price  competition  among  the  Company  and its  competitors  as
influenced by various  factors;  and (iv) the fact that virtually all sales in a
given  quarter  result from orders  booked in that  quarter.  Due to the factors
noted  above,  as  well  as  the  dynamic  qualities  of the  computer  products
distribution  industry,  the  Company's  revenues and earnings may be subject to
material volatility,  particularly on a quarterly basis, and the results for any
quarterly period may not be indicative of results for a full fiscal year.

Additionally,  in the U.S.  and Canada,  the  Company's  net sales in the fourth
quarter  have  been  historically  higher  than  in its  other  three  quarters.
Management believes that the pattern of higher fourth-quarter sales is partially
explained by customer buying patterns relating to calendar year-end business and
holiday  purchases.  As a result of this pattern,  the Company's working capital
requirements  in the fourth  quarter  have  typically  been  greater  than other
quarters.  Net sales in the Canadian  operations are also historically strong in
the first quarter of the fiscal year,  which is primarily due to buying patterns
of Canadian  government  agencies.  See  "Management's  Discussion  and Analysis
Financial   Condition   and  Results  of  Operations  -  Liquidity  and  Capital
Resources."



<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Activity

Net cash used by  operating  activities  during the three months ended March 31,
2000 was $34,635,000. The primary uses of cash from operating activities include
an increase in accounts  receivable  of  $49,851,000  and a decrease in accounts
payable  of  $130,402,000  which  was  offset  by a  decrease  in  inventory  of
$147,917,000. The decrease in accounts payable and inventory are related in part
to the actions that the Company has taken to align North  American  distribution
inventory levels to changes in vendor terms and conditions  across the industry.
Additionally,  the lower sales  volume  associated  with the  restructuring  and
increased  prices  implemented  during the first quarter of 2000  contributed to
excess  inventory  positions  during the  quarter,  resulting in a delay in some
vendor payments while inventory levels were reduced to be in line with the lower
sales  levels.  The  Company  believes  that  overall  inventory  levels are now
appropriate  in relation to projected  sales  volumes.  However,  further  sales
declines  could  result in similar  conditions  in the future.  The  increase in
accounts  receivable  is primarily  due to a larger  percentage of the Company's
receivables being ineligible under the Company's securitization  facilities as a
result of concentration limitations.

Net cash used in investing  activities  related to  $1,765,000  in cash proceeds
from the sale of the  Marlborough,  Massachusetts  call center in January  2000.
This was  largely  offset by  capital  expenditures  of  $1,846,000,  which were
primarily related to various information systems projects.

Net cash used for financing  activities was $941,000 and was comprised primarily
of repayments under capitalized lease obligations and promissory notes.


Securitization Facilities

The Company's wholly owned subsidiary, Merisel Americas, sells trade receivables
on an ongoing basis to its wholly owned subsidiary Merisel Capital Funding, Inc.
("Merisel  Capital  Funding").  Pursuant to an agreement  with a  securitization
company (the "Receivables  Purchase and Servicing  Agreement"),  Merisel Capital
Funding,  in turn,  sells such receivables to the  securitization  company on an
ongoing basis, which yields proceeds of up to $500,000,000 at any point in time.
Merisel  Capital  Funding's  sole business is the purchase of trade  receivables
from Merisel  Americas  and,  upon the  commencement  of MOCA's  operations as a
separate  subsidiary on April 3, 2000,  Merisel Open  Computing  Alliance,  Inc.
Merisel  Capital  Funding is a separate  corporate  entity with its own separate
creditors,  which  in the  event  of its  liquidation  will  be  entitled  to be
satisfied out of Merisel Capital  Funding's assets prior to any value in Merisel
Capital Funding becoming  available to Merisel Capital Funding's equity holders.
This facility  expires in October 2003. The  Receivables  Purchase and Servicing
Agreement contains certain financial covenants that require, among other things,
minimum levels of net worth and cash flow.


<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


Effective December 15, 1995, Merisel Canada Inc. ("Merisel Canada") entered into
a  receivables  purchase  agreement  with a  securitization  company  to provide
funding for Merisel Canada.  In accordance  with this agreement,  Merisel Canada
sells receivables to the securitization  company, which yields proceeds of up to
$150,000,000  Canadian  dollars  at any  point in  time.  The  facility  expires
December 12, 2000, but is extendible by notice from the securitization  company,
subject to the Company's approval.

Under these  securitization  facilities,  the receivables are sold at face value
with payment of a portion of the purchase price being deferred.  As of March 31,
2000, the total amount outstanding under these facilities was $285,068,000. Fees
incurred in connection with the sale of accounts receivable for the three months
ended March 31, 2000 were  $6,514,000  compared to  $6,376,000  incurred for the
three months ended March 31, 1999 and are recorded as other expense.

Debt Obligations, Financing Sources and Capital Expenditures

At March 31, 2000, Merisel, Inc. had outstanding  $125,000,000  principal amount
of 12-1/2%  Senior Notes due 2004 (the "12.5%  Notes".) The 12.5% Notes  provide
for an  interest  rate of 12.5%  payable  semi-annually.  The  12.5%  Notes  are
redeemable,  in whole or in part, at the option of the Company at any time on or
after  December  31,  1999,  initially  at  106.25% of  principal  amount and at
redemption  prices  declining to 100% of principal  amount for redemptions on or
after December 31, 2002. By virtue of being an obligation of Merisel,  Inc., the
12.5% Notes are  effectively  subordinated  to all  liabilities of the Company's
subsidiaries,  including  trade  payables,  and are not guaranteed by any of the
Company's  subsidiaries.  The  indenture  relating to the 12.5%  Notes  contains
certain  covenants  that,  among  other  things,  limit  the type and  amount of
additional  indebtedness  that  may be  incurred  by the  Company  or any of its
subsidiaries and impose limitations on investments,  loans,  advances,  sales or
transfers of assets, the making of dividends and other payments, the creation of
liens, sale-leaseback transactions with affiliates and certain mergers.


At March 31,  2000,  the  Company  had a  promissory  note  outstanding  with an
aggregate  balance of  $4,363,000.  This note provides for interest at a rate of
7.7% per annum.  Remaining payments due under this note are $463,000 in 2000 and
$3,900,000 in 2001. The note is  collateralized by certain of the Company's real
property and equipment.



<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

In May 2000, an affiliate of Stonington Partners, Inc., which owns approximately
62  percent  of the  Company's  common  stock,  agreed to  purchase  convertible
preferred  stock of the Company for an aggregate  purchase  price of $15 million
(the "Convertible  Preferred").  The purchase is expected to be made by June 15,
2000.  The  Convertible  Preferred  will  provide for an 8% dividend  payable in
additional shares of Convertible  Preferred.  The Convertible  Preferred will be
convertible  into the  Company's  common stock at a rate equal to the greater of
$1.75 or 115 % of the  average  closing  price of the  common  stock  for the 10
trading  days  immediately  prior to the  date of  issuance  of the  Convertible
Preferred,  not to exceed $2.25.  At the option of the Company,  the Convertible
Preferred will be converted into common stock when the average  closing price of
the common stock for any 20  consecutive  trading  days is at least  $3.75.  The
Convertible  Preferred will not be convertible during the first six months after
issuance and will not be redeemable during the first three years after issuance,
except in the event of  certain  extraordinary  corporate  events,  including  a
change of control.

Merisel Americas is party to a Loan and Security  Agreement dated as of June 30,
1998 (the "Loan and  Security  Agreement")  with Bank of America  NT&SA  ("BA"),
acting as agent,  that provides for borrowings on a revolving basis.  Borrowings
under the Loan and Security  Agreement  are secured by a pledge of a majority of
the  inventories  held by Merisel  Americas,  and are subject to meeting certain
availability  requirements under a borrowing-base formula and other limitations.
The amount available for borrowing under the Loan and Security  Agreement at any
time may be further limited by restrictions  under the indenture relating to the
12.5%  Notes.  Because  the  decline  in  inventory  pledged  under the Loan and
Security Agreement had essentially  eliminated  borrowing  availability,  in May
2000 the Loan and Security  Agreement was amended to reduce the commitment  from
$100 million to $35 million and to change the borrowing-base formula to increase
availability.  The Loan and Security  Agreement  also  contains  covenants  that
require  minimum  levels  of  gross  profit  and  limit  capital   expenditures.
Borrowings  bear interest at LIBOR plus a specified  margin or, at the Company's
option,  the agent's prime rate. An annual fee of 0.375% is payable with respect
to the unused portion of the commitment.  The Loan and Security  Agreement has a
termination  date of June 30, 2003. No amounts were  outstanding  under the Loan
and Security Agreement as of March 31, 2000.

In addition to its requirements for working capital for operations,  the Company
presently   anticipates  that  its  capital   expenditures  will  be  less  than
$20,000,000 for 2000. Capital  expenditures are expected to primarily consist of
costs associated with information systems, including investments made to enhance
and  expand  the  Company's  electronic  commerce  capabilities  and to grow and
enhance the Company's  infrastructure  and upgrade  warehouse  systems and other
Company  facilities.  The  Company  intends  to fund  its  capital  expenditures
primarily through internally generated cash and lease financing.



<PAGE>




                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

At March 31, 2000, the Company had cash and cash equivalents of $22,096,000.  In
the opinion of management,  anticipated  cash from operations in 2000,  together
with proceeds from the sale of  receivables  under the Company's  securitization
agreements,  trade credit from vendors, borrowings under the Company's revolving
credit facility,  and the $15 million in proceeds from the Convertible Preferred
to be issued in June 2000, will be sufficient to meet the Company's requirements
for the next 12 months, without the need for additional financing. This assumes,
however,   that  there  are  not  material  adverse  changes  in  the  Company's
relationships with its vendors,  customers or lenders. Any unforeseen event that
adversely  impacts the industry or the Company's  position in the industry could
have a direct and material unfavorable effect on the liquidity of the Company.


ASSET MANAGEMENT

Merisel attempts to manage its inventory  position to maintain levels sufficient
to achieve high product  availability  and same-day order fill rates.  Inventory
levels may vary from period to period,  due to factors  including  increases  or
decreases in sales levels, special term large-volume purchases, and the addition
of new  manufacturers  and products.  The distribution  agreements  entered into
between   the  Company  and  its  vendors   generally   provide   Merisel   with
stock-balancing and price-protection  provisions that partially reduce Merisel's
risk of loss due to slow-moving  inventory,  supplier price reductions,  product
updates  or  obsolescence.   Stock  balancing   provisions  typically  give  the
distributor  the right to return for  credit or  exchange  for other  products a
portion of the inventory items  purchased,  within a designated  period of time,
but are not  generally  provided  by the major PC systems  manufacturers.  Under
price-protection provisions,  suppliers will credit the distributor for declines
in  inventory  value  resulting  from the  supplier's  price  reductions  if the
distributor  complies with certain conditions.  In the past two years,  however,
certain major PC manufacturers that are among the Company's largest vendors have
reduced the  availability of price protection for distributors by shortening the
time  periods  during  which  distributors  may  receive  rebates  or credit for
decreases in manufacturer prices on unsold inventory and changed other terms and
conditions.  These changes have  increased  the Company's  exposure to inventory
valuation risks and have adversely  affected the Company's gross margins for the
last  several  quarters.  Through  buying  procedures  and  controls  to  manage
inventory purchases, the Company seeks to reduce future potential adverse impact
from these changes while  balancing  the need to maintain  sufficient  levels of
inventory.  There is no assurance  that such efforts will be  successful  in the
future in preventing a material adverse effect on the Company.

The Company purchases exchange contracts to reduce foreign exchange  transaction
gains and losses.  The Company  intends to continue the  practice of  purchasing
foreign exchange contracts,  however,  the risk of foreign exchange  transaction
losses cannot be completely eliminated.


<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


The Company  offers  credit terms to  qualifying  customers  and also sells on a
prepay,  early pay, credit card and  cash-on-delivery  basis.  In addition,  the
Company has  developed a number of customer  financing  alternatives,  including
escrow  programs  and  selected  bid  financing  arrangements.  The Company also
arranges  a wide  variety  of  programs  through  which  third  parties  provide
financing  to  certain  of its  customers.  These  programs  include  floor plan
financing and hardware and software  leasing.  With respect to credit sales, the
Company  attempts to control  its bad debt  exposure  by  monitoring  customers'
creditworthiness  and,  where  practicable,   through  participation  in  credit
associations  that  provide  customer  credit  rating  information  for  certain
accounts.  In  addition,  the Company  purchases  credit  insurance  as it deems
appropriate.  Historically,  the  Company  has  not  experienced  credit  losses
materially  in excess of  established  credit  loss  reserves.  However,  if the
Company's   receivables   experience  a  substantial   deterioration   in  their
collectibility  or if the Company  cannot obtain credit  insurance at reasonable
rates,  the  Company's  financial  condition  and results of  operations  may be
adversely impacted.

COMPETITION

Competition  in  the  computer  products   distribution   industry  is  intense.
Competitive  factors  include price,  breadth and  availability  of products and
services, credit availability and financing options, shipping accuracy, speed of
delivery,  availability of technical support and product information,  marketing
services and programs, and ability to influence a buyer's decision.

Certain of Merisel's  competitors have substantially greater financial resources
than  Merisel.   Merisel's   principal   competitors   for  its  North  American
distribution  business include large United  States-based  distributors  such as
Ingram Micro and Tech Data, as well as regional  distributors  and  franchisers.
MOCA's  competitors  are GE  Access,  which is owned by GE  Capital,  and Ingram
Micro.

Merisel  also  competes  with  manufacturers  that  sell  directly  to  computer
resellers and end users,  sometimes at prices below those charged by Merisel for
similar products, and larger resellers and E-tailers that sell to resellers. The
Company  believes  its broad  product  offering,  product  availability,  prompt
delivery and support  services may offset a manufacturer's  price advantage.  In
addition,  many  manufacturers  concentrate their direct sales on large computer
resellers  because of the  relatively  high costs  associated  with dealing with
small-volume computer resellers.

Item 3.  QUANTITATIVE AND QUALITATIVE MARKET RISK DISCLOSURE

No material  changes have occurred in the  quantitative  and qualitative  market
risk  disclosure of the Company as presented in the  Company's  Annual Report on
Form 10-K for the period ended December 31, 1999.


<PAGE>


                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On March 16, 1998, the Company  received a summons and  complaint,  filed in the
Superior  Court of  California,  County of Santa  Clara,  in a matter  captioned
Official  Unsecured  Creditors  Committee  of Media Vision  Technology,  Inc. v.
Merisel,  Inc. The plaintiff  alleges that certain  executive  officers of Media
Vision Technology,  Inc. ("Media Vision") committed fraud and breached fiduciary
duties owed to Media Vision  through,  inter alia, the improper  recognition and
reporting of sales, revenue and income and the failure to properly recognize and
report product returns during 1993 and 1994,  thereby  overstating the financial
condition of Media Vision as reflected in its financial statements for 1993. The
plaintiff further alleges that the Company aided, abetted, conspired and/or made
possible such acts and omissions of the Media Vision  executives.  The plaintiff
seeks to recover compensatory damages, including interest thereon, exemplary and
punitive  damages,  and costs  including  attorneys'  fees. On May 6, 1998,  the
Company filed a motion to dismiss the complaint on various legal grounds as well
as a motion to strike the punitive  damages prayer.  In response to the motions,
the plaintiff filed a first amended complaint on August 31, 1998, adding a claim
for unfair  business  practices  under  California  Business & Professions  Code
ss.17200  and  additional  allegations.  The  plaintiff's  filing of an  amended
complaint mooted the Company's  original motions.  The Company filed a motion to
dismiss  the  amended  complaint  on various  grounds and a motion to strike the
punitive  damages prayer.  In its opposition to the Company's  motion to strike,
the plaintiff withdrew its prayer for punitive damages. On January 15, 1999, the
Court issued an Order  staying  prosecution  of the action under the doctrine of
exclusive  concurrent  federal  jurisdiction.  Plaintiff  filed a motion to seek
relief from the stay and in October  1999 such motion was  granted.  The Company
renewed its motion to dismiss and on January 28, 2000 the judge entered an order
granting the Company's  motion to dismiss,  and granting the plaintiff  leave to
amend its complaint with respect only to the unfair  business  practices  claim.
The Company has defended itself vigorously  against this claim and will continue
to do so.

The  Company is  involved  in certain  other  legal  proceedings  arising in the
ordinary course of business, none of which is expected to have a material impact
on the financial condition or business of Merisel.



<PAGE>


Item 6. Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  None.


         (b) The  following  Reports on Form 8-K were filed  during the  quarter
ended March 31, 2000.

                  None.



<PAGE>


                                   SIGNATURES





Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

Date: May 15, 2000


                                 Merisel, Inc.



                                 By:/s/Timothy N. Jenson
                                    Chief Financial Officer and
                                    Executive Vice President
                                    (Principal Financial and Accounting Officer)