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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   Form 10-Q/A
                                 Amendment No. 1

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

For the quarterly period ended June 30, 1998.

                                       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                      August 13, 1998
Common Stock, $.01 par value                 80,228,393 Shares

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Item 6.    Exhibits and Reports on Form 8-K


          (a)  Exhibits

          10.1    Offer Of Employment Letter to Kristin  M. Rogers dated April 
                  30, 1998. *

          10.2    Change of Control Agreement dated  as of May 11, 1998 between 
                  Kristin M. Rogers and Merisel Americas, Inc. *

          10.3    Offer Of Employment Letter to Ronald S. Smith dated June 2, 
                  1998. *

          10.4    Waiver and Release Agreement between Robert J. McInerney and 
                  Merisel, Inc. dated as of April 30, 1998. *

          10.5    Amendments to Securitization Agreements,  dated as of July 31,
                  1998, among Merisel Americas,  Inc.,  Merisel Capital Funding,
                  Inc.,  Redwood  Receivables  Corporation and General  Electric
                  Capital Corporation. *

          10.6    Loan and  Security  Agreement  dated as of June 30, 1998 among
                  the financial institutions named therein, BankAmerica Business
                  Credit, Inc. and Merisel Americas, Inc.


          (b)     The  following  Reports on Form 8-K were filed  during the 
                  quarter ended June 30, 1998.

                  None













-----------------------
* Previously filed with Form 10-Q for the period ended June 30, 1998.




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                                   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: August 18, 1998


                                        Merisel, Inc.


                                By:     /s/ Timothy N. Jenson
                                        ________________________
                                        Timothy N. Jenson
                                        Senior Vice President, Finance,
                                        and Chief Financial Officer
                                        (Duly Authorized Officer and
                                        Principal Financial Officer)