<PAGE>

                                
                            Form 10-Q
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
(Mark One)
[X]  QUARTERLY  REPORT PURSUANT TO SECTION 13  OR  15(d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1995.

                               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 and zip code of principal executive offices)
                                
                         (310) 615-3080
      (Registrant's telephone number, including area code)
                                
     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                    November 8, 1995
Common Stock, $.01 par value        29,863,495 Shares

<PAGE>
                          MERISEL, INC.
                                
                              INDEX
                                 
                                                       Page Reference
PART I    FINANCIAL INFORMATION

          Consolidated Balance Sheets as of                      1-2
          September 30, 1995 and December 31, 1994

          Consolidated Statements of Operations for the            3
          Three Months and Nine Months Ended September 30,
          1995 and 1994

          Consolidated Statements of Cash Flows for the            4
          Nine Months Ended September 30, 1995 and 1994

          Notes to Consolidated Financial Statements             5-8

          Management's Discussion and Analysis of               9-18
          Financial Condition and Results of Operations
                                                                             
                         
PART II   OTHER INFORMATION                                    19-20

          SIGNATURES                                              21

<PAGE>
                                
                 PART 1.  FINANCIAL INFORMATION
                                
                 MERISEL, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                         (In Thousands)
                           (Unaudited)

<TABLE>
<CAPTION>
                                
                                ASSETS
                                
                                     September 30,    December 31,
                                          1995            1994
                                     ------------     ----------- 
<S>                                  <C>              <C>
CURRENT ASSETS:                                                  
Cash and cash equivalents                   $1,467         $3,533
Accounts receivable (net of                                      
allowance for doubtful accounts of $23,242         
and $21,815  for 1995 and 1994,
respectively)                              550,787        451,246
Inventories                                664,348        517,706
Prepaid expenses and other current          
assets                                      14,557         13,256
Income taxes receivable                      4,692               
Deferred income tax benefit                 12,977         12,128
                                        ----------      ---------
   Total current assets                  1,248,828        997,869
                                                                 
PROPERTY AND EQUIPMENT - NET                98,253         69,511
                                                                 
COST IN EXCESS OF NET ASSETS                                     
  ACQUIRED - NET                           110,431        113,115
                                                                 
OTHER ASSETS                                11,246         11,375
                                        ----------     ----------              
TOTAL ASSETS                            $1,468,758     $1,191,870
                                        ----------     ----------            

    
                                                                 
  See accompanying notes to consolidated financial statements.
</TABLE>
                                
<PAGE>                                
                                
                                
                                
                 MERISEL, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                (In Thousands, Except Share Data)
                           (Unaudited)
<TABLE>
<CAPTION>
                                
              LIABILITIES AND STOCKHOLDERS' EQUITY
                                
                                    September 30,   December 31,
                                        1995            1994
                                    ------------    ------------
<S>                                 <C>             <C>
CURRENT LIABILITIES:
Accounts payable                         $845,579      $509,226
Accrued liabilities                        65,039        46,502
Subordinated debt - current                 4,400
Short-term bank debt                       59,187        37,871
Income taxes payable                                      4,422
                                         --------      --------
   Total current liabilities              974,205       598,021
                                                       
Long-term debt                            245,000       335,685
Subordinated debt                          17,600        22,000
Deferred income tax liability                 699
                                        ---------      -------- 
TOTAL LIABILITIES                       1,237,504       955,706
                                                       
STOCKHOLDERS' EQUITY                                   
Preferred stock, $.01 par value,                       
authorized 1,000,000
shares; none issued or outstanding
Common stock, $.01 par value,                          
authorized 50,000,000 shares; outstanding                       
29,825,600 and 29,716,600
for 1995 and 1994, respectively               298           297
Additional paid-in capital                141,575       141,249
Retained earnings                          96,467       103,122
Cumulative translation adjustment          (7,086)       (8,504)
                                        ---------       -------
Total stockholders' equity                231,254       236,164
                                        ---------      --------               
TOTAL LIABILITIES AND STOCKHOLDERS'      
EQUITY                                 $1,468,758    $1,191,870
                                       ----------    ----------                
                                                       
                                                       
  See accompanying notes to consolidated financial statements.
</TABLE>
                                

<PAGE>                                
                 MERISEL, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF OPERATIONS
              (In Thousands, Except Per Share Data)
                           (Unaudited)
                                
<TABLE>
<CAPTION>
                                
                        Three Months Ended         Nine Months Ended
                           September 30,             September 30,
                         1995         1994          1995        1994
                     ----------     ----------    ----------  ----------
<S>                  <C>           <C>           <C>         <C>
NET SALES             $1,544,018    $1,230,562    $4,378,776  $3,595,683
                                                                     
COST OF SALES          1,454,765     1,146,836     4,110,825   3,347,886
                      ----------     ---------     ---------   ---------     
GROSS PROFIT              89,253        83,726       267,951     247,797
                                                                     
SELLING, GENERAL &                                                   
ADMINISTRATIVE EXPENSES   75,205        68,211       226,314     196,867
                                                                     
RESTRUCTURING CHARGE                                   9,333
                       ---------     ----------     --------   ---------     
OPERATING INCOME          14,048        15,515        32,304      50,930
                                                                     
INTEREST EXPENSE          11,229         7,410        30,962      19,968
                                                                     
OTHER EXPENSE              2,953         3,171         9,774       8,084
                       ---------     ----------     --------   ---------     
(LOSS) INCOME BEFORE                                                 
  INCOME TAXES              (134)        4,934        (8,432)     22,878
                                                                     
INCOME TAX PROVISION                                                 
(BENEFIT)                    119         2,141        (1,777)      8,769
                       ---------      --------       -------    --------
NET (LOSS) INCOME          $(253)       $2,793       $(6,655)    $14,109
                       ---------      --------       -------    --------
NET (LOSS) INCOME PER                    
SHARE                      $(0.01)       $0.09        $(0.22)      $0.46 
                       ----------     --------      --------     -------     
WEIGHTED AVERAGE NUMBER                                              
  OF SHARES OUTSTANDING    29,819       30,353        29,756      30,645
                       ----------     --------       -------     -------     
    See accompanying notes to consolidated financial statements.
</TABLE>
                                                                     
<PAGE>                                                                     
                                
                                
                 MERISEL, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In Thousands)
                           (Unaudited)
<TABLE>
<CAPTION>
                                              Nine Months Ended
                                                September  30,
                                             1995          1994
                                           ------        ------
<S>                                        <C>          <C>  
CASH FLOWS FROM OPERATING                                        
ACTIVITIES:
Net (loss) income                          $(6,655)      $14,109
Adjustments to reconcile net (loss)                    
income to net cash provided by (used for)
operating activities:
    Depreciation and amortization           15,289        11,895
    Provision for bad debts                 12,216        12,505
    Deferred income taxes                     (150)         (245)
Changes in operating assets and                        
liabilities:
   Accounts receivable                    (112,044)      (61,529)
   Inventories                            (146,642)      (56,066)
   Prepaid expenses and other assets        (2,376)        4,490
   Income taxes receivable                  (4,692)
   Accounts payable                        336,353        17,059
   Accrued liabilities                      18,537        21,129
   Income taxes payable                     (4,422)       (6,144)
                                          --------       -------
Net cash provided by (used for)                        
operating activities                       105,414       (42,797)
                                          --------       -------              
CASH FLOWS FROM INVESTING                              
ACTIVITIES:
Purchase of property and equipment         (39,235)      (23,910)
Acquisition of ComputerLand Business                     (87,424)
Sale of unconsolidated investment              800
Other investing activities                    (753)
                                          --------      --------
Net cash used for investing                            
activities                                 (39,188)     (111,334)
                                          --------       -------  
                                          
CASH FLOWS FROM FINANCING                              
ACTIVITIES:
Borrowings under revolving line of                     
credit                                     673,641     1,250,550
Repayments under revolving line of                     
credit                                    (764,326)   (1,246,600)
Borrowings of local bank credit                        
lines                                       21,316         6,143
Borrowings in connection with                          
acquisition                                               65,000
Proceeds from sale of accounts                         
receivable                                                75,000
Proceeds from issuance of common                       
stock                                          327           390
                                          --------      --------
Net cash (used for) provided by                        
financing activities                       (69,042)      150,483
                                          --------      --------             
EFFECT OF EXCHANGE RATE CHANGES ON CASH        750         3,695
                                          --------      --------
                                                       
NET (DECREASE) INCREASE IN CASH &                      
   CASH EQUIVALENTS                          (2,066)          47
                                                       
CASH & CASH EQUIVALENTS, BEGINNING OF                  
PERIOD                                        3,533           14
                                           --------     --------            
CASH & CASH EQUIVALENTS, END OF PERIOD       $1,467          $61 
                                           --------     --------
  See accompanying notes to consolidated financial statements.
</TABLE>
                                
<PAGE>
                                
MERISEL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1.   General

Merisel,  Inc.  ("Merisel"  or  the  "Company")  is  a  worldwide
wholesale  distributor  of microcomputer  hardware  and  software
products.  The  Company,  through  its  wholly-owned  subsidiary,
Merisel  FAB, Inc. ("Merisel FAB"), is also a leading aggregator,
or master reseller, of computer systems and related products from
major microcomputer manufacturers to ComputerLand franchisees and
Datago  resellers.  The consolidated financial statements include
the  accounts of Merisel and its consolidated subsidiaries.   All
significant  intercompany  balances and  transactions  have  been
eliminated in consolidation.  Operating results for the three and
nine months ended September 30, 1995 may not be indicative of the
results of operations expected for the fiscal year ended December
31, 1995.

The information for the three and nine months ended September 30,
1995  and  1994 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
reclassifications have been made to the 1994 amounts  to  conform
with 1995 presentations.

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. 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, 1994.

2.   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  three  and
nine month periods ended September 30, 1995 and 1994 were 13  and
39  week  periods, respectively.  For simplicity of presentation,
the Company has described the interim periods and year-end period
as of  September 30, and December 31, respectively.

3.   Restructuring Charge

In  the six months ended June 30, 1995 the Company recorded total
restructuring  charges of $9,333,000.  This  amount  consists  of
$4,578,000  of severance charges for the involuntary  termination
of approximately 240 employees, $2,830,000 for warehouse closures
in  North America and $1,925,000 for the consolidation of certain
warehouses  in  Europe.  As of September 30, 1995, $6,609,000  of
this amount remained in accrued liabilities.

<PAGE>

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

4.   Acquisitions

On  January  31,  1994,  the  Company, through  its  wholly-owned
subsidiary,  Merisel FAB, Inc. ("Merisel FAB"), acquired  certain
assets  of the United States Franchise and Distribution  Division
(the   "F&D   Division")   of   Vanstar   Corporation   (formerly
ComputerLand Corporation) (the "ComputerLand Acquisition").   The
Company  paid  $80.2 million in cash at closing for the  acquired
assets  and  $2.1  million  of  direct  acquisition  costs.    In
addition, the Company has agreed to make an additional payment in
1996 of up to $30 million (the "Earn Out"), based upon the growth
of   the  Company's  and  Merisel  FAB's  sales  of  products  of
designated  vendors  to  specified customers  over  the  two-year
period  ending  January 31, 1996.   The ComputerLand  Acquisition
has  been accounted for as a purchase.  Under the purchase method
of accounting, an allocation of the purchase price to the Merisel
FAB  assets  and liabilities is required to reflect fair  values.
Based  on an independent valuation prepared for the Company,  $82
million  of  the purchase price has been allocated to  intangible
assets with an estimated aggregate life of 25 years.

Merisel  FAB  has also entered into a Distribution  and  Services
Agreement (the "Services Agreement") with Vanstar whereby Vanstar
will provide products and distribution and other support services
to  Merisel  FAB  until  January 31, 1996.   Under  the  Services
Agreement,  Merisel  has  been granted $20  million  in  extended
credit  terms on its product purchases from Vanstar (the "Vanstar
Payable").   The Vanstar Payable accrues interest at  prime  less
2%,  per  annum  (6.75% at September 30, 1995), payable  monthly,
with the principal balance due on February 1, 1996.

On  July  12, 1995 Merisel entered into a non-binding  letter  of
intent  with  Vanstar  to  extend the  Services  Agreement  until
January  31,  1997. Upon negotiation and execution of  definitive
documentation  amending  the  Services  Agreement,  Merisel   and
Vanstar  have  agreed  that  (i) the  Earn  Out  Amount  will  be
approximately $13.9 million and will be paid upon such  execution
and  (ii)  the extended credit terms under the Services Agreement
will be increased to approximately $31.4 million.  The amount  of
the  extended  credit  will  be reduced  by  a  scheduled  amount
monthly,  until a final $20 million balance will  be  payable  on
February 1, 1997.

Following is summarized pro forma operating results for the  nine
months  ended September 30, 1994, assuming that the  Company  had
acquired  the  F&D  Division on January 1,  1994  (in  thousands,
except per share data):

                              Nine Months Ended
                              September 30, 1994
                                (in thousands)
                                                  
Net sales                        $3,697,415       
Income before taxes                  23,043
Net income                           14,208
Net income per share                  $0.46
Weighted average shares              30,645
outstanding

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

The summarized pro forma operating results are based, in part, on
historical  income statement information obtained  from  the  F&D
Division's statement of revenues and operating expenses  for  the
month ended January 31, 1994.  Such historical statement presents
the  revenues,  direct  expenses and general  and  administrative
expenses  allocated from Vanstar.  The pro forma information  for
1994  includes  actual  operating results  for  the  period  from
February  1,  1994 to September 30, 1994 already incorporated  in
the  Company's Consolidated Results of Operations.  In  addition,
the  summarized pro forma information for the F&D Division, prior
to  its  acquisition  by  the Company,  includes  adjustments  to
reflect  the  allocation of general and administrative  expenses,
such  as  the  costs  of  the distribution  centers  and  general
corporate functions and administrative personnel.  Such  expenses
have  been  allocated based upon such factors  as  the  ratio  of
shipments  by  the  F&D  Division to total shipments  by  Vanstar
Corporation and Vanstar's management's estimate of the time spent
by  shared  employees  of  Vanstar Corporation.   The  pro  forma
results  also  include adjustments for interest expense  on  debt
incurred  in  connection  with the acquisition,  amortization  of
intangible assets and provision for income taxes assuming  a  40%
effective tax rate.  The summarized pro forma information may not
be  indicative  of the results that would have  occurred  if  the
acquisition had been consummated on January 1, 1994.

5.   Sale of Accounts Receivable

The  Company's  wholly-owned subsidiary  Merisel  Americas,  Inc.
("Merisel Americas") on an ongoing basis, sells trade receivables
to  its  wholly-owned subsidiary, Merisel Capital  Funding,  Inc.
("Merisel  Capital  Funding"). Pursuant to  a  trade  receivables
purchase  and  sale  agreement  with  a  securitization  company,
Merisel  Capital  Funding, in turn, sells the  receivables  to  a
syndicate  of purchasers who purchase on an ongoing basis  up  to
$150  million  of an undivided interest in such receivables.   At
September 30, 1995, $150 million of net accounts receivable  were
sold  to the securitization company.  Effective October 2,  1995,
Merisel  Capital Funding entered into a new receivables  purchase
and  servicing agreement with a securitization company to replace
the  existing  facility.   In  accordance  with  this  agreement,
Merisel  Capital Funding sells receivables to an investor  on  an
ongoing  basis,  which yields proceeds of  up  to  $300  million.
Merisel Capital Funding's sole business is the purchase of  trade
receivables from Merisel Americas.  Merisel Capital Funding is  a
separate corporate entity with its own separate creditors,  which
upon  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
equityholders. This facility expires in October 2000.   Effective
October  16,  1995,  Merisel  U.K.  Ltd.  entered  into   a   new
receivables purchase agreement with a securitization  company  to
provide  funding  for Merisel's U.K. subsidiary.   In  accordance
with  this  agreement,  Merisel U.K.  sells  receivables  to  the
securitization company on an ongoing basis which yields  proceeds
of  up  to 25 million pounds sterling.  The facility has no fixed
expiration  date but will expire no earlier than 18  months  from
the  effective  date following three to six months prior  written
notice    from   the   securitization   company.    Under    both
securitization facilities, the receivables are sold at face value
with  payment of a portion of the purchased price being deferred.
Fees  paid  in connection with such sales are recorded  as  other
expense.  Fees incurred in connection with the sale  of  accounts
receivable  for the three months and nine months ended  September
30,  1994  were $2,171,000 and $4,850,000, respectively, compared
to  $2,652,000  and $7,747,000 incurred for the  three  and  nine
months ended September 30, 1995, respectively.

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

6.   Debt

The  Company  and  its subsidiaries maintain a number  of  credit
facilities,  including  a $150 million unsecured  revolving  bank
credit  facility  expiring on May 31,  1997  and  a  $50  million
Canadian dollar unsecured revolving bank credit facility expiring
on January 4, 1996.  At September 30, 1995, $20 million and $27.2
million,  respectively, were outstanding under these  facilities.
The  Company  and  its subsidiaries also maintain  various  local
lines  of  credit,  primarily to facilitate overnight  and  other
short-term   borrowings.   The  total   amount   of   outstanding
borrowings  under these lines as of September 30,  1995  was  $32
million.

The  Company  and  its  subsidiaries also have  outstanding  $125
million  of  12  1/2% senior notes due December  31,  2004,  $100
million  of  8.58% senior notes due September 30, 1997,  and  $22
million  of  11.28% subordinated notes due in five  equal  annual
principal installments, beginning in March 1996.

7.  Net Income Per Share

Net  income per share is computed by dividing net income  by  the
weighted  average  number of shares of common  stock  outstanding
during  the  related period, including common stock options  when
dilutive.


8. Supplemental Disclosure of Cash Flow Information

Cash paid for interest and income taxes for the nine month
periods ended September 30, 1995 and 1994 was as follows:
                               1995            1994
                                (in thousands)
       Interest             $29,498        $ 15,276
       Income Taxes          $7,034        $ 10,717


<PAGE>
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                
GENERAL

Merisel, Inc. (together with its subsidiaries, "Merisel"  or  the
"Company")  is  the  largest  worldwide  publicly-held  wholesale
distributor  of  microcomputer hardware  and  software  products.
Through its full-line, channel-specialized distribution business,
Merisel   combines  the  comprehensive  product   selection   and
operational  efficiency  of  a  full-line  distributor  with  the
customer  support  of a specialty distributor offering  dedicated
sales  organizations to each of its customer groups.  On  January
31,   1994,   the   Company  completed   the   acquisition   (the
"ComputerLand   Acquisition")  of  certain  assets   of   Vanstar
Corporation's  (formerly ComputerLand Corporation) United  States
Franchise  and Distribution Division (the "ComputerLand Franchise
and  Aggregation  Business").   The  ComputerLand  Franchise  and
Aggregation Business is a leading aggregator, or master reseller,
of computer systems and related products from major microcomputer
manufacturers, including Apple, Compaq, Hewlett-Packard and  IBM,
to  a  network of approximately 750 independently-owned  computer
product resellers in the United States.

The  following table sets forth the percentage relationship  that
certain income and expense items bear to net sales and is derived
from  the  consolidated statements of operations for the  Company
for the three and nine months ended September 30, 1995 and 1994:

                                 PERCENTAGE OF NET SALES
                            Three Months         Nine Months
                               Ended                Ended
                           September 30,        September 30,
                          1995      1994     1995      1994
                         -----     -----    -----     -----
Net sales                100.0%    100.0%   100.0%    100.0%           
Cost of sales             94.2      93.2     93.9      93.1
                         -----     -----    -----     -----
Gross profit               5.8       6.8      6.1       6.9
Selling, gen'l. and                                    
admin. expenses            4.9       5.5      5.2       5.5
Restructuring charge                          0.2
                         -----     -----    -----     -----
Operating income           0.9       1.3      0.7       1.4
Interest expense           0.7       0.6      0.7       0.6
Other expense              0.2       0.3      0.2       0.2
                         -----     -----    -----     -----
(Loss) income before                                   
income taxes               0.0       0.4     (0.2)      0.6
Income tax                                             
provision(benefit)         0.0       0.2      0.0       0.2
                         -----     -----    -----     -----
Net (loss) income          0.0       0.2%    (0.2)      0.4%
                         -----     -----    -----     -----
<PAGE>
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                           (Continued)

RESULTS OF OPERATIONS

Three Months Ended September 30, 1995 as Compared to the Three
Months Ended September 30, 1994

Net  sales  increased 25.5% from $1.2 billion  in  1994  to  $1.5
billion  in  1995.  Of the $1.5 billion, the launch of  Microsoft
Windows'95  product line in August, 1995 generated  approximately
$160  million.   This launch was a unique event and  the  Company
does  not  expect  the Microsoft Windows'95 products  to  have  a
similar effect in the fourth quarter.  The remaining increase  in
net   sales  was  primarily  due  to  sales  growth  in  existing
distribution operations in the United States and Europe resulting
from  the growth of the overall market for hardware products  and
an increase in the number of products certain vendors are selling
through  distribution.  Net sales for the ComputerLand  Franchise
and  Aggregation  Business  were  $286.9  million  or  23.3%   of
consolidated net sales for the quarter ended September  30,  1994
compared to $285.6 million or 18.5% in 1995.
                                
Geographically,  the Company's net sales for  the  quarter  ended
September  30,  1995, were as follows:  United  States,  $1,082.3
million,  or  70.1%;  Canada, $127.7 million,  or  8.3%;  Europe,
$240.8 million, or 15.6%; and other international markets,  $93.2
million,  or  6.0%.  From 1994 to 1995, these geographic  regions
experienced  sales  growth  rates of  25.6%  (38.5%  without  the
ComputerLand  Franchise and Aggregation Business), 18.1%,  32.5%,
and 18.3%, respectively.   The Company's higher sales growth rate
in  Europe was partially the result of the strengthening  of  the
European currencies against the dollar in 1995 compared to  1994.
In  periods when the U.S. dollar is weakening, the effect of  the
translation  of  the  financial statements  of  the  consolidated
foreign  subsidiaries into U.S. dollars is that of higher  sales,
costs  and  net income.  The effect of a weaker U.S. dollar  when
compared  to  European currencies represented 8.8% of  the  sales
growth  rate  in  European sales.  The fluctuation  of  the  U.S.
dollar  when compared to other world currencies did  not  have  a
material impact upon sales.

The   Company's  sales  of  hardware  and  related   accessories,
including   ComputerLand  Franchise  and  Aggregation   Business,
accounted for 75% of net sales and software accounted for 25%  in
1994   as  compared  to  71%  and  29%,  respectively,  in  1995.
Excluding   ComputerLand  Franchise  and  Aggregation   Business,
hardware  and related accessories accounted for 69% of net  sales
and  software accounted for 31% of net sales in 1994  versus  65%
and  35%, respectively, in 1995.  The increase in software  sales
was primarily due to the launch of Microsoft Windows'95.

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

Gross  profit increased 6.6% from $83.7 million in 1994 to  $89.3
million in 1995.  Gross profit as a percentage of sales, or gross
margin, decreased from 6.8% in 1994 to 5.8% in 1995.  The  launch
of  Microsoft  Windows'95 resulted in a 0.2%  decrease  in  gross
margin  in  the  quarter ended September 1995.  In  1994,   gross
margin  as  a percentage of sales for the ComputerLand  Franchise
and  Aggregation  Business  and the Company's  core  distribution
business  was 4.7% and 7.4%, respectively, compared to  3.5%  and
6.3%,  respectively,  in 1995.  The Company's  core  distribution
business continued to experience competitive pressures on pricing
worldwide.  The  decrease  in  the  ComputerLand  Franchise   and
Aggregation Business gross margin was the result of intense price
competition and the effect of a revised pricing structure offered
to  new  and  existing franchisees to deal with this competition.
The  Company  anticipates  that it will  continue  to  experience
downward   pressure  on  gross  margin  due  to  industry   price
competition.

Selling,  general and administrative expenses ("SG&A")  increased
10.3% from $68.2 million in 1994 to $75.2 million in 1995.   SG&A
as  a percentage of net sales decreased from 5.5% in 1994 to 4.9%
in  1995.  SG&A  as  a percentage of sales for  the  ComputerLand
Franchise  and  Aggregation  Business  and  the  Company's   core
distribution  business was 3.7% and 6.1%, respectively  in  1994,
compared  to 3.4% and 5.2%,  respectively, in 1995. The  absolute
dollar increase in  SG&A is primarily due to the costs associated
with the Company's 25.5% increase in net sales.  The decrease  in
SG&A  expense  as  a  percentage of net sales  was  a  result  of
economies  of  scale  resulting from higher sales  volumes.   The
decrease  in  SG&A as a percentage of sales for the  ComputerLand
Franchise  and Aggregation Business resulted from an increase  in
marketing   and   promotion  revenue  and  a  decrease   in   the
distribution  fee  incurred under the existing  Distribution  and
Services  Agreement with Vanstar. To the extent the gross  margin
continues  to  decline  and  the Company  is  not  successful  in
reducing  SG&A  as  a  percentage  of  sales,  the  Company  will
experience a negative effect on its operating income.

Operating  income decreased 9.5% from $15.5 million  in  1994  to
$14.0  million in 1995. Operating income as a percentage  of  net
sales  was  1.3%  in 1994 and 0.9% in 1995.  In  1994,  operating
income  as  a percentage of sales for the ComputerLand  Franchise
and  Aggregation  Business  and the Company's  core  distribution
business  was 1.0% and 1.3%, respectively, compared to  0.1%  and
1.1%,  respectively, in 1995.  The decrease in  operating  income
was  the  result of lower gross margins in both the  ComputerLand
Franchise  and  Aggregation Business and  the  core  distribution
business, partially offset by a decrease in operating expense  as
a percentage of sales.

<PAGE>

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

Interest  expense increased 51.5% from $7.4 million  in  1994  to
$11.2  million  in 1995, and increased from 0.6%  to  0.7%  as  a
percentage  of net sales in 1994 compared to 1995.  The  increase
in interest expense was attributable to both the Company's higher
average  borrowings and an increase in interest  rates  in  1995.
The  Company's average month-end bank borrowings increased  14.8%
from  $337 million in 1994 to $387 million in 1995.  The increase
in  average  borrowings in 1995 reflected  the  need  to  finance
higher  levels of working capital to support increased sales  and
property  and equipment expenditures.  In addition,  the  Company
experienced  an  increase in interest rates, primarily  resulting
from  the  issuance of $125 million principal amount of  12  1/2%
senior notes in October 1994, the proceeds of which were used  to
repay  indebtedness  under outstanding  credit  lines  having  an
average  interest  rate of approximately 6.75% at  September  30,
1994.

Other  expense decreased 6.9% from $3.2 million in 1994  to  $3.0
million  in 1995.  The change is primarily the result of  a  $0.5
million  decrease  in amortization of financing  fees  and  other
expenses, $0.2 million of income in an unconsolidated subsidiary,
offset  by  $0.5  million increase in asset  securitization  fees
incurred in connection with trade receivables securitizations  in
1995.  Higher  amounts of net receivables sold and securitization
yield  contributed to the increased securitization fees  of  $2.2
million  in 1994 compared to $2.7 million in 1995.  The  weighted
average  amount of accounts receivable sold to the securitization
company   was   $150  million  in  1994  and   1995   while   the
securitization  yield increased from 5.8% to 7.2%   at  September
30, 1994 and September 30, 1995, respectively.

The  Company incurred $0.1 million of tax expense for the  period
ended  September 30, 1995.  This  was effected by certain foreign
subsidiaries deriving no tax benefit for losses under  local  tax
laws.

Net income decreased  from $2.8 million in 1994 to a loss of $0.3
million  in 1995.  Net income per share decreased from  $0.09  in
1994 to a loss of $0.01 in 1995.

Nine  Months  Ended September 30, 1995 as Compared  to  the  Nine
Months Ended September 30, 1994

Net  sales  increased 21.8% from $3.6 billion  in  1994  to  $4.4
billion  in  1995. Of the $4.4 billion, the launch  of  Microsoft
Windows'95  product line in August, 1995 generated  approximately
$160   million. The remaining increase in net sales was primarily
due  to  sales growth in existing distribution operations in  all
geographic  regions  resulting from the  growth  of  the  overall
market for hardware and software products and an increase in  the
number   of   products  certain  vendors  are   selling   through
distribution  and  the impact of an additional month  of  revenue
from  the  ComputerLand Franchise and Aggregation Business.   Net
sales  for  ComputerLand Franchise and Aggregation Business  were
$863.8  million or 19.7% of consolidated net sales for  the  nine
months ended September 30, 1995.

<PAGE>

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

Geographically, the Company's net sales for the nine months ended
September  30,  1995 were generated as follows:   United  States,
$2,943.5  million,  or 67.2%; Canada, $424.3  million,  or  9.7%;
Europe,   $761.6  million,  or  17.4%;  and  other  international
markets,  $249.4  million, or 5.7%.  From  1994  to  1995,  these
geographic  regions experienced sales growth  rates  as  follows:
United States, 19.8% (22.5% excluding ComputerLand Franchise  and
Aggregation  Business), Canada, 15.4%, Europe,  39.0%  and  other
international markets, 12.2%.  The Company's higher sales  growth
rate  in Europe was partially the result of the strengthening  of
the  European currencies against the dollar in 1995  compared  to
1994.   In periods when the U.S. dollar is weakening, the  effect
of   the   translation  of  the  financial  statements   of   the
consolidated foreign subsidiaries into U.S. dollars  is  that  of
higher  sales, costs and net income. The effect of a weaker  U.S.
dollar when compared to European currencies represented 14.0%  of
the  sales growth rate in European sales.  The fluctuation of the
U.S.  dollar when compared to other world currencies did not have
a material impact upon sales.

The  Company's  hardware and accessories, including  ComputerLand
Franchise  and Aggregation Business, accounted for   74%  of  net
sales,  and software accounted for 26% of net sales in both  1994
and 1995.

Gross profit increased 8.1% from $247.8 million in 1994 to $267.9
million in 1995.  Gross profit as a percentage of sales or  gross
margin,  decreased from 6.9% in 1994 to 6.1% in 1995.   In  1994,
the  gross  margin as a percentage of sales for the  ComputerLand
Franchise  and  Aggregation  business  and  the  Company's   core
distribution  business was 4.8% and 7.4%, respectively,  compared
to  4.0%  and 6.6%, respectively in 1995. The decrease  in  gross
margin  was  due to the same factors summarized in the discussion
of gross profit for the Three Months Ended September 30, 1995 and
1994  and  the impact of an additional month of revenue from  the
ComputerLand  Franchise and Aggregation Business, which  operates
at   lower  gross  margins  that  those  of  the  Company's  core
distribution  business.  The Company  anticipates  that  it  will
continue to experience downward pressure on gross margin  due  to
industry price competition.

SG&A  increased  15.0%  from $196.9 million  in  1994  to  $226.3
million  in  1995.  SG&A as a percentage of sales decreased  from
5.5%  in  1994 to 5.2% in 1995. In 1994, SG&A as a percentage  of
sales for the ComputerLand Franchise and Aggregation Business and
the  Company's core distribution was 3.6% and 6.0%, respectively,
compared  to 3.5% and 5.6%, respectively, in 1995.  The  absolute
dollar increase in SG&A was primarily due to the costs associated
with  the Company's 21.8% increase in sales and the impact of  an
additional  month  of  SG&A from the ComputerLand  Franchise  and
Aggregation   Business.   The  decrease  in  SG&A  expense  as  a
percentage  of  net  sales was a result  of  economies  of  scale
resulting  from  higher sales volumes.  To the extent  the  gross
margin continues to decline and the Company is not successful  in
reducing  SG&A  as  a  percentage  of  sales,  the  Company  will
experience a negative effect in its operating income.

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

In the first quarter of 1995, the Company announced its intent to
adopt  a restructuring plan to address its current cost structure
in  response  to  pricing  and gross  margin  pressures  and  the
anticipated  recording  of  a  total  restructuring   charge   of
approximately $10 million.  As of September 30, 1995,  this  plan
resulted  in  a  restructuring  charge  of  $9.3  million.    The
restructuring charge as a percentage of net sales was 0.2%.   The
restructuring   charge  represents  costs  incurred   to   reduce
personnel  and the closure and consolidation of warehouses.   See
Note 3 to Notes to Consolidated  Financial Statements.

Operating  income decreased 36.6% from $50.9 million in  1994  to
$32.3  million in 1995.  Operating income as a percentage of  net
sales  was  1.4%  in 1994 and 0.7% in 1995.  In  1994,  operating
income  as  a percentage of sales for the ComputerLand  Franchise
and  Aggregation  Business  and the Company's  core  distribution
business  was 1.2% and 1.5%, respectively, compared to  0.4%  and
0.8%, respectively, in 1995.  The decrease in operating income as
a  percentage  of  net sales was primarily due  to  restructuring
charges  and  the  same factors summarized in the  discussion  of
operating  income for the three months ended September  30,  1994
and 1995.

Interest  expense increased 55.1% from $20.0 million in  1994  to
$31.0  million  in 1995 and  increased from 0.6%  to  0.7%  as  a
percentage  of net sales in 1994 compared to 1995.  The  increase
in  interest expense and in interest as a percentage of net sales
was   due  primarily  to  the  same  factors  summarized  in  the
discussion  of  interest  expense  for  the  three  months  ended
September 30, 1994 and 1995.

Other  expense increased 20.9% from $8.1 million in 1994 to  $9.8
million  in  1995.  Other expense as a percentage  of  net  sales
remained  constant at 0.2% in both 1994 and 1995.   The  absolute
dollar  increase is primarily due to an increase in fees of  $2.9
million   incurred   in   connection  with  accounts   receivable
securitizations in 1995, partially offset by a $0.5 million write-
off  of  offering costs incurred in connection with  the  Company
withdrawing  its common stock offering in May 1994 and  decreases
in various other expenses.

The  Company's effective tax rate was a benefit of  21.1%.   This
rate was impacted by certain foreign subsidiaries deriving no tax
benefit  for losses under local tax laws. The Company's effective
tax rate for the period ended September 30, 1994 was 37.0%.

Net income decreased from $14.1 million in 1994 to a loss of $6.7
million  in 1995.  Net income per share decreased from  $0.46  in
1994 to a loss of $0.22 in 1995.

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

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 microcomputer industry; (ii) shifts  in
short-term demand for the Company's products resulting, in  part,
from  the  introduction of new products or  updates  of  existing
products; and (iii) 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 fact that the Company participates in  a  highly
dynamic  industry,  the Company's revenues and  earnings  may  be
subject  to  material  volatility, particularly  on  a  quarterly
basis.   For example see the discussion of the Windows'95 product
launch contained herein.

Additionally, the Company's net sales in the fourth quarter  have
been  historically  higher  than in  the  prior  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 purchases and holiday purchases.

OPERATING SYSTEMS

In  addition to continuing the design and implementation of a new
computer  operating  system, the Company  has  completed  certain
modifications to its existing computer system designed to process
the increased sales volumes anticipated for the fourth quarter of
1995  and thereafter.  If the system, as modified, performs below
anticipated service levels, the existing system may not  be  able
to  accommodate the sales volumes and transaction requirements in
the  fourth  quarter of 1995 and thereafter, which in turn  could
have  a  negative effect on the Company's business and  financial
results.

In  the  third  quarter  of  1995, the Company  installed  a  new
computer  operating  system  in  its  Canadian  subsidiary.    In
addition  Merisel  opened  its new European  Distribution  Center
("EDC")  and  installed a new operating system  and  a  warehouse
management system as part of its long term strategy to centralize
and integrate its European operations.  Merisel closed its German
warehouse in August 1995 and now ships to Germany out of the EDC,
located  in the Netherlands.  If these systems do not perform  as
anticipated, the Canadian and German subsidiaries may not be able
to  accommodate  the  sales  volume and transaction  requirements
anticipated for the fourth quarter of 1995 and thereafter,  which
in  turn  could have a negative effect on the Company's  business
and financial results.

The  conversion to new operating systems and the installation  of
new  warehouse management systems will continue through 1996. The
design  and  implementation  of these  new  systems  are  complex
projects and involve risks that unanticipated problems may  delay
implementation of the new systems or cause them to perform  below
anticipated  service  levels.  In  the  event  that  the  Company
experiences delays in implementation of these new systems or such
systems  fail  to  perform  at anticipated  service  levels,  the
Company  may not be able to accommodate anticipated increases  in
sales  volumes and transaction processing requirements, which  in
turn  could have a negative effect on the Company's business  and
financial results.

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

LIQUIDITY AND CAPITAL RESOURCES

The  Company has historically financed its growth and cash  needs
primarily through borrowings and  the public and private sales of
its securities and securitizations of its trade receivables.

Net  cash provided by operating activities during the nine months
ended  September  30, 1995 was $105.4 million.  Sources  of  cash
from  operating  activities consisted of $27.4  million  non-cash
adjustments,  $336.4  million increase in  accounts  payable  and
$18.5 million increase in accrued liabilities.  The primary  uses
of  cash  during the period were a net loss of $6.7  million  and
increases  in  accounts  receivable  and  inventories  of  $112.0
million  and  $146.6  million,  respectively.  The  increase   in
inventories  and  accounts receivable were primarily  related  to
purchases  and sales of Microsoft Windows'95 product  in  August.
The  impact of Windows'95 contributed approximately half  of  the
increase in accounts payable.  The remaining increase was due  to
improved accounts payable management.

Net cash used for investing activities in 1995 was $39.2 million,
reflecting property and equipment expenditures.  The expenditures
for  property  and equipment were primarily for the upgrading  of
the  Company's computer systems, expenditures for a new warehouse
management  system, and the upgrading of existing facilities  and
leasehold  improvements.  The Company intends to make significant
investments in computer systems and facilities in 1996.

Net  cash  used  for  financing  activities  was  $69.0  million,
primarily  comprised of net repayments under  domestic  revolving
lines  of  credit of $90.7 million, partially offset by increased
borrowings  under local subsidiaries' lines of  credit  of  $21.3
million.

The  Company's  wholly-owned subsidiary  Merisel  Americas,  Inc.
("Merisel Americas") on an ongoing basis, sells trade receivables
to  its  wholly-owned subsidiary, Merisel Capital  Funding,  Inc.
("Merisel  Capital  Funding"). Pursuant to  a  trade  receivables
purchase  and  sale  agreement  with  a  securitization  company,
Merisel  Capital  Funding, in turn, sells the  receivables  to  a
syndicate  of purchasers who purchase on an ongoing basis  up  to
$150  million  of an undivided interest in such receivables.   At
September 30, 1995, $150 million of net accounts receivable  were
sold  to the securitization company.  Effective October 2,  1995,
Merisel  Capital Funding entered into a new receivables  purchase
and  servicing agreement with a securitization company to replace
the  existing  facility.   In  accordance  with  this  agreement,
Merisel  Capital Funding sells receivables to an investor  on  an
ongoing  basis,  which yields proceeds of  up  to  $300  million.
Merisel Capital Funding's sole business is the purchase of  trade
receivables from Merisel Americas.  Merisel Capital Funding is  a
separate corporate entity with its own separate creditors,  which
upon  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
equityholders.  This facility expires in October 2000.  Effective
October  16,  1995,  Merisel  U.K.  Ltd.   entered  into  a   new
receivables purchase agreement with a securitization  company  to
provide  funding  for Merisel's U.K. subsidiary.   In  accordance
with  this  agreement,  Merisel U.K.  sells  receivables  to  the
securitization  company on an ongoing basis which yield  proceeds
of  up  to 25 million pounds sterling.  The facility has no fixed
expiration  date but will expire no earlier than 18  months  from

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

the  effective  date following three to six months prior  written
notice    from   the   securitization   company.    Under    both
securitization  facilities,  the receivables  are  sold  at  face
value,  with  payment of a portion of the purchased  price  being
deferred. Fees paid in connection with such sales are recorded as
other   expense.  As  of  November  3,  1995,  the  total  amount
outstanding for the U.S. and U.K. securitization facilities  were
$180 million and $21.7 million, respectively.

To  provide  capital  for the Company's operating  and  investing
activities, the Company and its subsidiaries maintain a number of
credit  facilities  including a $150 million unsecured  revolving
bank  credit facility expiring on May 31, 1997 and a $50  million
Canadian dollar unsecured revolving bank credit facility expiring
on  January  4,  1996.  At  November 3, 1995, $93.7  million  and
$27.2   million,  respectively,  were  outstanding  under   these
facilities.   The  Company  and its  subsidiaries  also  maintain
various  local lines of credit, primarily to facilitate overnight
and other short-term borrowings.  The total amount of outstanding
borrowings  under these lines as of September 30, 1995  was   $32
million.

The  Company  and  its  subsidiaries also have  outstanding  $125
million  of  12  1/2% Senior Notes due December  31,  2004,  $100
million  of  8.58% senior notes due September 30,  1997  and  $22
million  of  11.28% senior subordinated notes repayable  in  five
equal annual installments beginning in March 1996.

In  connection with the ComputerLand Acquisition, a subsidiary of
the  Company  and  Vanstar entered into  the  Services  Agreement
pursuant  to  which Vanstar will provide significant distribution
and  other  support  services  until  January  31,  1996  to  the
ComputerLand   Franchise   and   Aggregation   Business   for   a
contractually agreed upon fee.  Under the Services Agreement, the
ComputerLand Franchise and Aggregation Business has been  granted
$20  million  in  extended credit terms on its product  purchases
from Vanstar.  The Vanstar payable currently accrues interest  at
the  prime rate, less 2% per annum (6.75% at September 30, 1995),
with  the principal balance due on February 1, 1996. In addition,
the  Company has agreed to make an additional payment in 1996  of
up  to $30 million (the "Earn Out"), based upon the growth of the
Company's  and  Merisel  FAB's sales of  products  of  designated
vendors  to  specified customers over the two-year period  ending
January 31, 1996.

On  July  12, 1995 Merisel entered into a non-binding  letter  of
intent  with  Vanstar  to  extend the  Services  Agreement  until
January  31,  1997. Upon negotiation and execution of  definitive
documentation  amending  the  Services  Agreement,  Merisel   and
Vanstar  have  agreed  that  (i) the  Earn  Out  Amount  will  be
approximately $13.9 million and will be paid upon such  execution
and  (ii)  the extended credit terms under the Services Agreement
will be increased to approximately $31.4 million.  The amount  of
the  extended  credit  will  be reduced  by  a  scheduled  amount
monthly,  until a final $20 million balance will  be  payable  on
February 1, 1997.

<PAGE>
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                           (Continued)
                                
Merisel  continues  to monitor its working capital  requirements.
The  Company  believes that its existing cash  balances  and  the
ability to sell additional trade receivables under its new  trade
receivables  purchase  and servicing agreement,  its  ability  to
borrow  under  existing  lines of credit  and  obtain  additional
financing,   including   additional  receivables   securitization
facilities  will  be sufficient to meet its working  capital  and
capital   investment  needs  through  the  next  twelve   months.
However,  no  assurances  can  be  given  that   such  additional
financings can be obtained.

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  in part to increases or decreases in sales  levels,
Merisel's  practice of making large purchases when it  deems  the
terms of such purchases to be attractive and the addition of  new
manufacturers   and   products.   The  Company   has   negotiated
agreements  with  many of its manufacturers which  contain  stock
balancing and price protection provisions intended to reduce,  in
part,  Merisel's  risk  of loss due to slow  moving  or  obsolete
inventory or manufacturer price reductions.  The Company  is  not
assured that these agreements will succeed in reducing this risk.
In the event that a manufacturer reduces its pricing, the Company
generally  receives  a  credit for  products  in  inventory.   In
addition,  the  Company  has  the  right  to  return  a   certain
percentage   of   purchases,  subject  to  certain   limitations.
Historically,  price  protection and stock return  privileges  as
well as the Company's inventory management procedures have helped
to reduce the risk of loss of carrying inventory.

The  Company offers credit terms to qualifying customers and also
sells  on a prepay, credit card and cash-on-delivery basis.   The
Company  also  offers financing for its sales to certain  of  its
customers  through various floor plan financing companies.   With
respect to credit sales, the Company attempts to control its  bad
debt  exposure  through monitoring of customers' creditworthiness
and,   where   practicable,  through  participation   in   credit
associations  that  provide credit rating information  about  its
customers.  In certain foreign markets, the Company may elect  to
purchase credit insurance for certain accounts.

<PAGE>
                   PART II - OTHER INFORMATION
                                
                                
Item 1.  Legal Proceedings

In  September  1994, Merisel, Inc. and certain  of  its  officers
and/or  directors were named in putative securities class actions
filed  in  the  United  States District  Court  for  the  Central
District  of  California, consolidated as  In  re  Merisel,  Inc.
Securities Litigation.  Plaintiffs who are seeking damages in  an
unspecified  amount, purport to represent a class of all  persons
who  purchased Merisel common stock between November 8, 1993  and
September  7,  1994  (the  "Class Period").   The  complaint,  as
amended  and  consolidated, alleges that the defendants  inflated
the   market  price  of  Merisel's  common  stock  with  material
misrepresentations  and  omissions  during  the   Class   Period.
Plaintiffs  contend  that  such  alleged  misrepresentations  are
actionable  under  Section  10(b) and  20(a)  of  the  Securities
Exchange  Act  of  1934  and Rule 10b-5  promulgated  thereunder.
Following the granting of defendant's first motion to dismiss  on
December  5,  1994,  plaintiffs filed a second  consolidated  and
amended  complaint  on  December 22, 1994.   On  April  3,  1995,
Federal   District  Judge  Real  dismissed  the  complaint   with
prejudice.  The plaintiffs have appealed the dismissal.

Item 6. Exhibits and Reports on Form 8-K

     (a)   Exhibits

        10.1  Receivable Transfer Agreement dated as of October
              2, 1995 by and between Merisel Americas, Inc. and Merisel
              Capital Funding, Inc.

        10.2  Receivable Purchase and Servicing Agreement dated
              as of October 2, 1995 by and among Merisel Capital Funding, Inc.,
              Redwood Receivables Corporation, Merisel Americas, Inc. and
              General Electric Capital Corporation.

        10.3  Annex X to Receivable Transfer Agreement and
              Receivables Purchase and Servicing Agreement dated as of 
              October 2, 1995.

        10.4  Credit Agreement among Merisel Canada Inc. and
              Citibank Canada, Canadian Imperial Bank of Commerce and 
              NBD Bank, Canada dated January 4, 1995.

        10.5  Form of Employment Agreement between
              Merisel, Inc. and the following:

              James L. Brill
              Verilyn Smith
              Susan Miller-Smith
              Paul Lemerise
              John Thompson
              Tom Reeves
              Martin D. Wolf
<PAGE>

                   PART II - OTHER INFORMATION
                           (Continued)

        10.6  Form of Retention Agreement between
              Merisel, Inc. and the following:

              James L. Brill
              Verilyn Smith
              Susan Miller-Smith
              Paul Lemerise
              John Thompson
              Tom Reeves
              Martin D. Wolf


     (b)   Reports on Form 8-K
             -  There were no reports on Form 8-K filed by the
                Company during the quarter ended September 30, 1995.


<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: November 13, 1995
                                
                          Merisel, Inc.

                             
                          By:     /s/James L. Brill
                                  James L. Brill
                                  Senior Vice President,Finance,
                                  (Duly Authorized Officer and
                                   Chief Financial Officer)