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, 2001.

                                       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                                 as of May 11, 2001
-------------------------------------                ------------------
Common Stock, $.01 par value                           8,030,850 Shares


<PAGE>




                                  MERISEL, INC.

                                      INDEX


                                                                 Page Reference
PART I   FINANCIAL INFORMATION

                  Consolidated Balance Sheets as of                         1-2
                  March 31, 2001 and December 31, 2000

                  Consolidated Statements of Operations for the
                  Three Months Ended March 31, 2001 and 2000                  3

                  Consolidated Statements of Cash Flows for the
                  Three Months Ended March 31, 2001 and 2000                  4

                  Notes to Consolidated Financial Statements                5-10

                  Management's Discussion and Analysis of                  11-17
                  Financial Condition and Results of Operations

                  Quantitative and Qualitative Market Risk Disclosure         17

PART II  OTHER INFORMATION                                                    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>
<TABLE>
<CAPTION>




                          PART 1. FINANCIAL INFORMATION


Item 1.    Financial Statements

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

                                     ASSETS

                                                                              (Unaudited)
                                                                               March 31,               December 31,
                                                                                  2001                     2000
                                                                           -------------------      -------------------
<S>                                                                       <C>                        <C>
Current assets:
Cash and cash equivalents                                                          $   44,395                $  46,865
Accounts receivable (net of allowances of $19,062 and $25,218 for
2001 and 2000, respectively)                                                           83,522                   34,364
Inventories                                                                            45,958                   60,859
Prepaid expenses and other current assets                                               2,824                    4,258
Deferred income taxes                                                                     837                      880
                                                                           -------------------      -------------------
  Total current assets                                                                177,536                  147,226

Property and equipment, net                                                            23,831                   27,054

Cost in excess of net assets acquired, net                                              3,454                    3,666

Other assets                                                                               69                      335
                                                                           -------------------      -------------------

Total assets                                                                       $  204,890               $  178,281
                                                                           ===================      ===================



</TABLE>








               See accompanying notes to consolidated financial statements.



<PAGE>
<TABLE>
<CAPTION>


                          PART 1. FINANCIAL INFORMATION


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

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                                (Unaudited)          December 31, 2000
                                                                                 March 31,
                                                                                    2001
                                                                             -------------------    --------------------

<S>                                                                            <C>                   <C>
Current liabilities:
Accounts payable                                                                      $ 84,356               $  99,057
Accrued liabilities                                                                     31,656                  40,640
Long-term debt and capitalized lease obligations                                           852                   1,363
                                                                             -------------------    --------------------
  Total current liabilities                                                            116,864                 141,060

Long-term debt                                                                          49,764                  23,803

Stockholders' equity:
Convertible preferred stock, $.01 par value, authorized 1,000,000
shares; 150,000 shares issued and outstanding                                           15,990                  15,677
Common stock, $.01 par value, authorized 15,000,000
  shares; 8,030,860  and 8,030,905 shares issued and
outstanding for 2001 and 2000, respectively                                                803                     803
Additional paid-in capital                                                             281,597                 281,896
Accumulated deficit                                                                   (249,119)               (275,450)
Accumulated other comprehensive loss                                                   (11,009)                 (9,508)
                                                                             -------------------    --------------------
Total stockholders' equity                                                              38,262                  13,418
                                                                             -------------------    --------------------

Total liabilities and stockholders' equity                                          $  204,890              $  178,281
                                                                             ===================    ====================

</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,
                                                                          2001                         2000
                                                                    -----------------------     -------------------------

<S>                                                                        <C>                         <C>
Net sales                                                                  $  164,683                  $   904,565

Cost of sales                                                                 155,110                      865,142
                                                                    -----------------------     -------------------------

Gross profit                                                                    9,573                       39,423

Selling, general and administrative expenses                                   19,933                       51,802

                                                                    -----------------------     -------------------------

Operating loss                                                                (10,360)                     (12,379)

Interest expense, net                                                             910                        4,545

Other expense, net                                                                791                        4,090
                                                                    -----------------------     -------------------------

Loss from continuing operations before
  income taxes and extraordinary item                                         (12,061)                     (21,014)

Income tax provision                                                              730                          152
                                                                    -----------------------     -------------------------

Loss from continuing operations before extraordinary item                     (12,791)                     (21,166)

Discontinued operations:
   Income from discontinued operations                                                                       7,719
   Gain on sale of discontinued operations                                     36,250
                                                                    -----------------------     -------------------------
Income (loss) before extraordinary item                                        23,459                      (13,447)

Extraordinary gain on extinguishment of debt, net                               2,872

                                                                    -----------------------     -------------------------

Net income (loss)                                                           $  26,331                   $  (13,447)
                                                                    =======================     =========================

Preferred dividends                                                               313
                                                                    -----------------------     -------------------------
Net income (loss) available to common stockholders                          $  26,018                   $  (13,447)
                                                                    =======================     =========================

Net income (loss) per share (basic and diluted:
Loss from continuing operations before extraordinary items less
preferred dividends                                                         $   (1.63)                 $     (2.64)

  Income from operations                                                                                       .96
  Gain on sale                                                                   4.51
  Extraordinary gain                                                              .36
                                                                    -----------------------     -------------------------
Net income (loss) available to common stockholders                           $    3.24                 $     (1.67)
                                                                    =======================     =========================

Weighted average number of shares
  Basic and diluted                                                              8,031                       8,029

</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,
                                                                                  2001                     2000
                                                                            ------------------      -------------------
<S>                                                                            <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                                  $   26,331             $   (13,447)
Less: income from discontinued operations, net                                                                  7,719
                                                                            ------------------      -------------------
Income (loss) from continuing operations                                               26,331                 (21,166)
Adjustments to reconcile net loss from continuing operations
  to net cash used by operating activities:
  Depreciation and amortization                                                         1,700                   5,424
  Provision for doubtful accounts                                                       1,541                   4,095
  Loss (Gain) on sale of property and equipment                                           290                  (1,539)
  Gain on sale of MOCA                                                                (36,250)
  Extraordinary gain on extinguishment of debt                                         (2,872)
Changes in operating assets and liabilities:
  Accounts receivable                                                                 (53,422)                (38,843)
  Inventories                                                                          12,379                 123,471
  Prepaid expenses and other current assets                                             1,545                     215
  Accounts payable                                                                    (11,511)               (109,314)
  Accrued liabilities                                                                  (8,751)                  3,017
                                                                            ------------------      -------------------
Net cash used for operating activities of continuing operations                       (69,020)                (34,640)
                                                                            ------------------      -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                                       (152)                 (1,625)
Proceeds from sale of MOCA                                                             36,250
Proceeds from sale of property and equipment, net disposal cost                           740                   1,765
                                                                            ------------------      -------------------
Net cash provided by investing activities of continuing operations                     36,838                     140
                                                                            ------------------      -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving line of credit                                                                      40,000
Repayments under revolving line of credit                                                                     (40,000)
Proceeds from Financing Facility                                                       50,956
Purchase of bonds                                                                     (20,931)
Repayments under other financing arrangements                                            (510)                 (1,053)
Proceeds from issuance of Common Stock                                                                            112
                                                                            ------------------      -------------------
Net cash provided by (used for) financing activities of continuing                     29,515                    (941)
operations

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                   197                     196
                                                                            ------------------      -------------------


NET CASH USED IN DISCONTINUED OPERATIONS                                                                         (216)

NET DECREASE IN CASH AND
  CASH EQUIVALENTS OF CONTINUING OPERATIONS                                            (2,470)                (35,461)

CASH AND CASH EQUIVALENTS, BEGINNING OF
  PERIOD                                                                               46,865                  57,557
                                                                            ------------------      -------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                          $    44,395                 $22,096
                                                                            ==================      ===================

Supplemental disclosure of cash flow information:
                                                                                          (in thousands)
Cash paid during the period for:                                                  2001                    2000
                                                                            ------------------     --------------------
  Interest                                                                   $            660                $    653
  Income taxes                                                                          5,616                     140
Non cash activities:
   Capital 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 distributor of computer hardware
and  software  products  and a provider of logistics  and  electronic  services.
Through  its  main  operating   subsidiary  Merisel  Americas,   Inc.  ("Merisel
Americas") and its  subsidiaries,  the Company operates a Canadian  distribution
business and a U.S. software licensing  business.  In addition,  through a newly
formed subsidiary,  Optisel, Inc. ("Optisel"),  the Company operates a logistics
business  which,  combined with certain  electronic-fulfillment-business  assets
acquired  from Value  America,  the Company  intends to expand to include a full
range  of   logistics   and   electronic-services   capabilities   to  offer  to
manufacturers, retailers, and e-tailers in a broad range of industries.

The  information for the three months ended March 31, 2001 and 2000 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 accounting principles generally
accepted  in the United  States of America  have been  omitted  pursuant  to the
requirements  of the Securities and Exchange  Commission  ("SEC"),  although the
Company believes that the disclosures included in these financial statements are
adequate to make the information  not misleading.  Certain amounts for 2000 have
been  reclassified  to  conform  with the 2001  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, 2000.

2.   Liquidity

The Company has developed an operating plan for 2001 that focuses upon returning
its Canadian distribution business to profitability,  maximizing cash in winding
down its U.S. distribution business (other than software licensing), and further
developing its Optisel and its software licensing businesses. At March 31, 2001,
the Company had approximately  $44,395,000 of cash and cash equivalents on hand.
The Company  expects that  expenditures  related to the wind-down will consume a
substantial  amount of the cash balance and believes the aggregate  amount could
be as high as $15 million to $25 million.  Management  believes  that,  with its
cash on hand,  anticipated  cash from  operations,  trade  credit from  vendors,
borrowings under Merisel Canada's  revolving credit facility and, primarily with
respect to its U.S.  operations,  its ability to reduce operating  expenses,  it
will have sufficient cash flow and working capital to meet the Company's  future
operating needs and cash requirements through December 31, 2001.

<PAGE>


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


As a result of the wind-down of the U.S. distribution  business, the Company has
made certain  estimates as to the carrying value of assets and  liabilities.  At
March 31, 2001, the most significant  estimates relate to the  recoverability of
vendor-related  receivables. At March 31, 2001, the Company has recorded vendor-
related reserves associated with its U.S.  distribution business of $16,947,000.
In the opinion of management,  these reserves  appropriately adjust the balances
to their net realizable values.

3.   New Accounting Pronouncements

Effective January 1, 2001, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 133,  "Accounting for Derivative  Instruments and Hedging
Activities."  SFAS No. 133  establishes  accounting and reporting  standards for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts,  and for  hedging  activities.  The  Company  uses  derivative
products,  such as forward  contracts,  primarily to hedge the foreign  currency
market  exposures  that affect  certain  assets and  liabilities  and forecasted
transactions with customers and vendors. The Company designates such derivatives
primarily as fair value hedges.

The  Company  had  foreign  exchange  contracts   outstanding  to  purchase  the
equivalent of  approximately  $22.0  million and $17.7  million U.S.  dollars at
January  1, 2001 and March 31,  2001,  respectively,  with an  average  contract
duration of less than three months. The fair values of such contracts at January
1, 2001 and March 31, 2001  resulted in a liability  of $634,000 and an asset of
$491,000,  respectively,  and are  included in accrued  liabilities  and prepaid
expenses  and other  assets in the  accompanying  balance  sheets.  The  Company
includes  gains  or  losses  on its  hedges  in  its  statements  of  operations
consistent   with  the  related  gains  or  losses  on  its  hedged  assets  and
liabilities.  Hedge  ineffectiveness  for the three-month period ended March 31,
2001 was insignificant. At January 1, 2001, the carrying value of such contracts
under SFAS No. 133 did not differ significantly from amounts previously recorded
by the Company under the provisions of SFAS No. 52. Accordingly, the adoption of
SFAS No. 133 did not have a  significant  impact on the  consolidated  financial
position, results of operations or cash flows of the Company.

4.   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.

5.       Discontinued Operations

Effective  as of October  27,  2000,  the  Company  completed  the sale to Arrow
Electronics,  Inc.  ("Arrow") of its Merisel Open  Computing  Alliance  ("MOCA")
business unit,  which provides  enterprise-class  solutions for Sun Microsystems
servers and the Solaris operating system to authorized resellers. The stock sale
agreement pursuant to which the sale was made provided for

<PAGE>


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


a purchase  price of $110 million,  subject to  adjustments  based on changes in
working capital reflected on the closing balance sheet of Merisel Open Computing
Alliance,  Inc., plus an additional amount up to $37,500,000  payable by the end
of March 2001 based upon MOCA's ability to retain  existing and gain  additional
business (the  "Additional  Payment").  The actual purchase price (excluding the
Additional  Payment but including  amounts  received as deferred  purchase price
payments) was approximately  $179.8 million of which approximately $57.5 million
was for amounts  outstanding  under the Merisel asset  securitization  facility.
Based on the purchase price, in the fourth quarter of 2000 the Company  realized
a gain, net of costs associated with the sale, of  approximately  $25.2 million.
In March 2001 the Company received an Additional  Payment of $37,500,000  which,
after deducting certain obligations relating to the payment, netted $36,250,000,
which was recorded in the quarter ended March 31, 2001 and resulted in a gain of
$36,250,000.

In  connection  with the  sale,  Merisel  and  Arrow  entered  into a  fee-based
transition  services  agreement  pursuant to which  Merisel  provides  logistics
management, order processing, configuration and information technology services.
The agreement  had an initial term of six months but has been  extended  through
August 27, 2001, and is extendible at Arrow's  option  through  October 31, 2001
and beyond with mutual agreement of the parties.

The Company has reclassified its  consolidated  financial  statements to reflect
the sale of the MOCA business and to segregate  the  revenues,  direct costs and
expenses (excluding allocated costs), assets and liabilities,  and cash flows of
the MOCA business.  The net operating results,  net assets and net cash flows of
this  business  have  been  reported  as   "Discontinued   Operations"   in  the
accompanying consolidated financial statements.

Summarized financial information for the discontinued operations is as follows:

                                                    (In thousands)
                                              For the Three Months Ended
                                                       March 31,
                                                         2000
                                                        ------
Net Sales                                              $262,199
Income from Discontinued
   Operations                                             7,719



6.       Restructuring Charges

During  the  third  and  fourth   quarters  of  2000,   the  Company   announced
restructuring  plans that included  reductions in workforce and in December 2000
announced  that it  would  wind  down  virtually  all of its  U.S.  distribution
business, excluding software licensing. Additionally, during

<PAGE>


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


the fourth quarter of 1999, the Company also announced a restructuring  plan. As
a result, the Company recorded restructuring charges of $10,964,000,  $6,672,000
and $3,200,000 in the third quarter 2000, the fourth quarter 2000 and the fourth
quarter 1999,  respectively.  The Company reduced its workforce by approximately
2,200  full-time  positions  as a result of the  above-referenced  restructuring
plans.

As of March 31, 2001,  $9,427,000 of total restructuring costs had not been paid
and were included in accrued  liabilities  on the balance  sheet.  The following
table displays the activity and balances of the  restructuring  reserve  account
from December 31, 2000 to March 31, 2001:
<TABLE>
<CAPTION>

                                         December 31, 2000                           March 31, 2001
                                              Balance               Payments             Balance
<S>                                      <C>                       <C>              <C>
Type of cost:
Severance and related costs                $  5,214                 $ (3,520)           $ 1,694
Facility, lease and other                     8,529                     (796)             7,733
                                      ------------------------- ----------------- ----------------------
Total                                       $13,743                 $ (4,316)           $ 9,427
                                      ========================= ================= ======================
</TABLE>



7.       Extraordinary Gain on Debt Extinguishment

In January 2001, the Company  purchased  $20,175,000 of its outstanding  12-1/2%
Senior Notes due 2004 (the "12.5% Notes") for an aggregate cost of  $17,149,000,
reducing the  outstanding  balance of the 12.5% Notes to $3,628,000,  which were
redeemed  at a total cost of  $3,782,000  in  February  2001.  As a result,  the
Company  recognized an extraordinary  gain of  approximately  $2,872,000 for the
three months ended March 31, 2000. During the second,  third and fourth quarters
of 2000, the Company purchased  $101,197,000  aggregate  principal amount of its
12.5%  Notes for an  aggregate  cost of  $50,982,000.  As a result,  the Company
recognized an  extraordinary  gain, net of unamortized  debt issuance  costs, of
approximately $49,003,000 in 2000. As a result of such purchases and redemption,
none of the 12.5% Notes remain  outstanding and the Company's  obligations under
the indenture  relating to the 12.5% Notes have been discharged.  See "Liquidity
and  Capital  Resources  -  Debt  Obligations,  Financing  Sources  and  Capital
Expenditures."

8.       Comprehensive Income

The Company  calculates  comprehensive  income in accordance  with SFAS No. 130,
"Reporting  Comprehensive  Income."  SFAS  No.  130  establishes  standards  for
reporting and displaying

<PAGE>


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


comprehensive  income  and  its  components  in a full  set of  general  purpose
financial statements. Comprehensive income is computed as follows:
<TABLE>
<CAPTION>

                                                                 (In thousands)
                                                               Three Months Ended
                                                                    March 31,
                                                         2001                2000
                                                         ----                ----

<S>                                                     <C>                <C>
Net income (loss)                                       $26,331            $(13,447)
Other comprehensive income -
   Foreign currency translation adjustments              (1,501)               (115)
                                                    ----------------    ----------------

Comprehensive income (loss)                             $24,830            $(13,562)
                                                    ================    ================
</TABLE>


9.       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  potential  common shares  including
stock options,  convertible preferred stock and restricted stock units using the
"treasury  stock"  method.  There was no  difference  between  basic and diluted
weighted  average  shares  outstanding  for each of the March 31,  2001 and 2000
periods  as the  impact  of  stock  options,  convertible  preferred  stock  and
restricted stock units would be anti-dilutive in both periods.



<PAGE>


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


                                                                       2001             2000
                                                                  ---------------- ---------------
<S>                                                                  <C>               <C>
Loss from continuing operations                                      $(12,791)         $(21,166)
Preferred stock dividends                                                (313)
                                                                  ---------------- ---------------
Loss available to common stockholders                                 (13,104)          (21,166)
Income from discontinued operations                                                       7,719
Gain on sale of discontinued operations                                36,250
Extraordinary gain on extinguishment of debt                            2,872
                                                                  ---------------- ---------------
Net Income (Loss) available to common
         Stockholders                                                 $26,018          $(13,447)
                                                                  ================ ===============
</TABLE>


10.      Segment Information

The  Company  implemented  SFAS  No.  131,  "Disclosure  about  Segments  of  an
Enterprise  and  Related  Information,"  which  requires  disclosure  of certain
information  about  operating  segments,  geographic  areas in which the Company
operates,  major customers,  and products and services.  In accordance with SFAS
No. 131, the Company had determined it had three operating segments:  the United
States  distribution  segment,  the  Canadian  distribution  segment,  and MOCA.
Effective as of October 27,  2000,  the Company  completed  the sale of its MOCA
business  segment.  MOCA has been  treated as a  discontinued  operation  in the
accompanying  financial  statements.  The segment data  included  below has been
restated to exclude  amounts  related to the MOCA business unit. On November 10,
2000,  the  Company,  through  its wholly  owned  subsidiary  Optisel,  acquired
substantially  all of the  e-services  assets of Value  America.  Optisel  has a
separate management team and strategy and has been determined to be an operating
segment under SFAS No.131.

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  the  purposes  of  segment  disclosure,   all  shared
information  technology and corporate  expenses of the U.S. and Optisel segments
for the three months ended March 31, 2001, which totaled  $2,598,000,  have been
included in the U.S. segment.
<TABLE>
<CAPTION>


                                                Three months ended
                                                  March 31, 2001
                                                  (in thousands)
                              -------------------------------------------------------
                                  US         Canada        Optisel         Total

<S>                                <C>       <C>             <C>           <C>
Net sales to external customers    6,140     156,522         2,021         164,683
Operating (loss) profit           (8,855)      1,591        (3,096)        (10,360)
Total segment assets              48,500     154,075         2,315         204,890
</TABLE>
<TABLE>
<CAPTION>


                                                Three months ended
                                                  March 31, 2000
                                                  (in thousands)
                              -------------------------------------------------------
                                  US         Canada        Optisel         Total

<S>                              <C>         <C>           <C>             <C>
Net sales to external customers  670,893     233,672                       904,565
Operating loss                   (11,653)       (726)                      (12,379)
Total segment assets             391,409     144,802                       536,211
</TABLE>



<PAGE>


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


GENERAL

The Company was founded in 1980 as Softsel Computer  Products,  Inc. and changed
its  name to  Merisel,  Inc.  in 1990 in  connection  with  the  acquisition  of
Microamerica,  Inc.  ("Microamerica").  From 1996  through the first  quarter of
1997, the Company engaged in the process of divesting of its operations  outside
of the  United  States and Canada  and its  non-distribution  operations,  which
resulted in the Company's  operations  being focused  exclusively  in the United
States and Canada and consisting of three distinct business units: United States
distribution,  Canadian  distribution  and the Merisel Open  Computing  Alliance
("MOCA").  Effective as of October 27, 2000,  the Company  completed the sale of
its MOCA business unit to Arrow Electronics,  Inc. ("Arrow").  Additionally,  on
December 14, 2000,  the Company  announced that the U.S.  distribution  business
would  focus  solely on  software  licensing  and that the  balance  of the U.S.
distribution  business  would be wound down.  On November 10, 2000,  the Company
acquired  substantially all the e-services assets of Value America, Inc. through
the Company's newly formed subsidiary Optisel, which will leverage the Company's
distribution  and logistics  capabilities  to operate a logistics and e-services
business. As a result,  Merisel today operates a Canadian distribution business,
a U.S. software licensing business and Optisel.

Discontinued Operations

Effective as of October 27, 2000, the Company completed the sale to Arrow of its
MOCA  business  unit,   which  provides   enterprise-class   solutions  for  Sun
Microsystems  servers and the Solaris operating system to authorized  resellers.
The stock sale  agreement  pursuant  to which the sale was made  provided  for a
purchase  price of $110  million,  subject  to  adjustments  based on changes in
working capital reflected on the closing balance sheet of Merisel Open Computing
Alliance, Inc., plus an additional amount up to $37.5 million payable by the end
of March 2001 based upon MOCA's ability to retain  existing and gain  additional
business (the  "Additional  Payment").  The actual purchase price (excluding the
Additional  Payment but including  amounts  received as deferred  purchase price
payments) was approximately  $179.8 million of which approximately $57.5 million
was for amounts  outstanding  under the Merisel asset  securitization  facility.
Based on the purchase price, in the fourth quarter of 2000 the Company  realized
a gain, net of costs associated with the sale, of  approximately  $25.2 million.
In March 2001 the Company received an Additional Payment of $37.5 million which,
after  deducting  certain  obligations  relating to the payment,  netted  $36.25
million,  which was recorded in the quarter ended March 31, 2001 and resulted in
a gain of $36.25 million.

The Company has reclassified its  consolidated  financial  statements to reflect
the sale of the MOCA business and to segregate  the  revenues,  direct costs and
expenses (excluding any allocated costs), assets and liabilities, and cash flows
of the MOCA business.  The net operating results,  net assets and net cash flows
of  this  business  have  been  reported  as  "Discontinued  Operations"  in the
accompanying consolidated financial statements.



<PAGE>



Wind-Down of U.S. Distribution Business

With respect to the U.S.  distribution  business,  in December  2000 the Company
determined that, primarily as a result of a significant contraction in sales and
continuing  substantial  operating  losses,  such business would focus solely on
software  licensing and the balance of the U.S.  distribution  business would be
wound down. Although the wind-down was substantially completed by the end of the
first quarter of 2001, the Company has substantial remaining obligations related
to the U.S. distribution business, primarily with respect to leases, vendors and
employee severance. See "Liquidity and Capital Resources" below.

Optisel Business

Through the Company's newly formed subsidiary Optisel,  the Company will conduct
its logistics and electronic services business.  Optisel is currently recruiting
clients  with  back-end  systems-support  and  logistics  needs to leverage  its
existing  capabilities.  Optisel  will provide  future  clients with a front-end
Web-based  customer interface and other e-service  offerings,  which may include
marketing and advertising services,  web development and design, and interactive
call center management and customer service. The Company expects to complete the
development of the front-end  interface and required systems  integration by the
end of the  third  quarter  of  2001.  In  connection  with the sale of the MOCA
business to Arrow, the Company entered into a transition services agreement with
Arrow  pursuant  to  which  Optisel  is  providing  fee-based  distribution  and
logistics services and IT services for MOCA. The agreement, which provided for a
minimum  six-month term, has been extended  through the end of August and may be
extended  at Arrow's  option  through  the end of October  2001 and beyond  with
mutual agreement of the parties.

RESULTS OF OPERATIONS

Including   discontinued   operations,   the  Company  reported  net  income  of
$26,311,000,  or $3.24 per share,  for the three  months  ended March 31,  2001,
compared to a net loss of $13,447,000,  or $1.67 loss per share, for 2000. These
results  include  income from  discontinued  operations  of  $7,719,000  for the
quarter ended March 31, 2000.  The  discussion  and analysis below is limited to
the Company's continuing operations and includes the U.S. distribution business.

Three Months Ended March 31, 2001 as Compared to the Three Months Ended March
31, 2000.

The Company's net sales decreased  81.8% from  $904,565,000 in the quarter ended
March 31, 2000 to $164,683,000 in the quarter ended March 31, 2001. The decrease
resulted from a 99.1% decline in net sales in the U.S. distribution business and
a 33.0% decline in net sales in the Canadian distribution business. The decrease
in net sales for the U.S.  distribution  business  resulted from the significant
contraction  in that  business  experienced  over the course of 2000 due to many
factors,  which led to the Company's  decision in December 2000 to wind down the
business with the exception of software  licensing.  The contraction in the U.S.
distribution business,  including the loss of certain primary vendors,  resulted
in  software   licensing  sales  declining  on  a   year-over-year   basis  from
approximately  $68 million for the quarter ended March 31, 2000 to approximately
$5 million for the 2001  period.  Software  licensing  sales for the 2001 period
grew  54%  over  fourth  quarter  2000  sales  of  approximately  $3.2  million.
Management

<PAGE>


believes  that  the  sales  decline  experienced  by the  Canadian  distribution
business  resulted  primarily from management's need to focus on problems in the
U.S.  distribution  business and diminished vendor credit support, due primarily
to heightened vendor concerns regarding the U.S.  business,  and related product
availability  challenges.  Canadian  distribution sales for the 2001 period grew
22%  over  fourth   quarter  2000  sales.   This  sales  growth   combined  with
restructuring  efforts to reduce  operating  expenses  resulted in the  business
achieving  positive  operating  and net  income  in the first  quarter  of 2001.
Revenues for the Optisel business for the first quarter of 2001 were $2,021,000,
all of which were generated by the MOCA transition services agreement.

In the Canadian  distribution  business,  hardware and accessories accounted for
75% of net sales and  software  accounted  for 25% of net sales for the  quarter
ended  March  31,  2001 as  compared  to 79% and  21%,  respectively,  for  such
categories for the quarter ended March 31, 2000.

Gross  profit  decreased  75.7% or  $29,850,000  from  $39,423,000  in the first
quarter of 2000 to $9,573,000 in the 2001 period,  which primarily  reflects the
decline in sales in the U.S. distribution business. Gross profit as a percentage
of sales, or gross margin,  increased from 4.36% in the first quarter of 2000 to
5.81% in the first  quarter of 2001.  This increase was due to the fact that the
Canadian  distribution  business,  which  has  historically  experienced  higher
margins than the U.S.  distribution  business,  became the majority of the total
business  and, to a lesser  extent,  to the higher  margin  generated by Optisel
under the MOCA  transition  services  agreement.  Gross  margins in the Canadian
distribution business decreased slightly from 5.77% in the first quarter of 2000
to 5.72% in the first quarter of 2001.

Selling, general and administrative expenses decreased by 61.5% from $51,802,000
in the first quarter of 2000 to $19,933,000  in the first quarter of 2001.  This
reduction  resulted  primarily from a decrease in variable expenses due to lower
sales volumes and also from cost savings  associated with the 2000 restructuring
plans.  Selling,  general and  administrative  expenses as a percentage of sales
increased from 5.73% for the first quarter of 2000 to 12.10% for the same period
in 2001, due primarily to reduced sales volumes in relation to fixed costs.

As a result of the above  items,  the  Company  incurred  an  operating  loss of
$10,360,000  for the  three-month  period  ended March 31,  2001  compared to an
operating loss of $12,379,000 for the three-month period ended March 31, 2000.

In the first quarter of 2001,  the Company  purchased  and redeemed  $23,803,000
aggregate principal amount of its outstanding 12-1/2% Senior Notes due 2004 (the
"12.5% Notes") for an aggregate cost of  $20,931,000.  As a result,  the Company
recognized an  extraordinary  gain, net of unamortized  debt issuance  costs, of
approximately  $2,872,000  for the  three  months  ended  March  31,  2001.  See
"Liquidity  and Capital  Resources  - Debt  Obligations,  Financing  Sources and
Capital Expenditures."

Interest Expense; Other Expense; and Income Tax Provision

Interest  expense for the Company  decreased  79.8% from $4,545,000 in the first
quarter of 2000 to  $910,000 in the 2001  period.  This  decrease  is  primarily
related to the  purchases of the 12.5% Notes made during the second half of 2000
and the first quarter of 2001, and a reduction in outstanding  revolving  credit
borrowings. For the first quarter of 2000, all of the Company's

<PAGE>


revolving credit  borrowings were incurred in the U.S. under a facility that was
terminated in October  2000.  For the first  quarter of 2001,  revolving  credit
borrowings were incurred in Canada under a new facility  commencing  January 12,
2001.

Other  expense for the Company  decreased  from  $4,090,000  in the three months
ended March 31, 2000 to $791,000 for the three months ended March 31, 2001.  The
decrease  is  primarily  related  to  the  termination  of the  Company's  asset
securitization  facilities,  both  in  the  U.S.  and  Canada.  The  U.S.  asset
securitization facility was terminated during the fourth quarter of 2000 and the
Canadian facility was terminated effective January 12, 2001.

The income tax  provision  was  $152,000 and $730,000 for the three months ended
March 31,  2000 and 2001,  respectively.  In both  periods,  the income tax rate
reflects  primarily 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 carry forwards to offset federal income taxes.

Loss from Continuing Operations Before Extraordinary Item

Loss  from  continuing  operations  before  extraordinary  item for the  Company
decreased from  $21,166,000 for the three months ended March 31, 2000, to a loss
of  $12,791,000  for the three  months  ended  March 31, 2001 due to the factors
described above. The Canadian distribution business reported operating income of
$1,591,000  for the quarter,  but this income was offset by operating  losses of
$11,951,000  in  the  Company's  other  businesses.  The  Canadian  distribution
business was also  profitable at the net income  level,  reporting net income of
$158,000 for the quarter.

Extraordinary Gain; Gain on Sale of MOCA

Results for the three months ended March 31, 2001 also reflect an  extraordinary
gain of  $2,872,000  related  to the  purchase  and  redemption  of  $23,803,000
aggregate  principal  amount of the 12.5%  Notes  and a gain of  $36,250,000  in
connection with the sale of MOCA.

VARIABILITY OF QUARTERLY RESULTS AND SEASONALITY

Historically,  the  Company  has  experienced  variability  in its net sales and
operating  margins on a quarterly  basis.  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  Canada,  the  Company's  net sales in the  first  and  fourth
quarters have been  historically  higher than in its other two quarters.  In the
U.S.,  the  Company's  net sales in the fourth  quarter  have been  historically
higher than in the first three quarters. Management believes that the pattern of
higher first and fourth quarter sales is partially  explained by buying patterns
of

<PAGE>


Canadian  government  agencies in the first quarter and customer buying patterns
relating to calendar  year-end  business  and  holiday  purchases  in the fourth
quarter. As a result of this pattern, the Company's working capital requirements
in the fourth  quarter have  typically  been greater  than other  quarters.  The
Company  expects that it would also  experience  this type of seasonality in its
Optisel business. See "Liquidity and Capital Resources."

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Activity

Net cash used by  operating  activities  during the three months ended March 31,
2001 was $69,020,000. The primary uses of cash from operating activities include
an increase  in accounts  receivable  of  $53,422,000  and a decrease in accrued
liabilities  of  $11,511,000.  The  increase in accounts  receivable  is related
primarily to the  termination  of the Company's  Canadian  asset  securitization
facility,  which was replaced by a new revolving credit facility.  These uses of
cash were  partially  offset by a decrease in  inventory of  $12,379,000,  which
primarily resulted from wind-down  activities  related to the U.S.  distribution
business.

Net cash provided by investing activities consisted primarily of the $36,250,000
in net cash proceeds  received as an additional  payment in connection  with the
sale of the MOCA business unit.

Net cash  provided by financing  activities  was  $29,515,000  and was comprised
primarily  of proceeds  from the new  Canadian  revolving  credit  facility.  In
addition,  $20,931,000  of cash  was used to  purchase  and  redeem  $23,803,000
aggregate principal amount of the 12.5% Notes.

Debt Obligations, Financing Sources and Capital Expenditures

In January 2001, the Company purchased  $20,175,000 of the 12.5% Notes, reducing
the outstanding balance of the 12.5% Notes to $3,628,000, which were redeemed in
February 2001. As a result, the Company recognized an extraordinary gain, net of
unamortized  debt  issuance  costs,  of  approximately  $2,872,000  in the first
quarter of 2001.  During  2000,  the Company  purchased  $101,197,000  aggregate
principal  amount of its 12.5% Notes for an aggregate cost of $50,982,000.  As a
result,  the Company  recognized an extraordinary  gain, net of unamortized debt
issuance costs, of approximately  $49,003,000 in 2000. As a result,  none of the
12.5% Notes remain outstanding and the Company's obligations under the indenture
relating to the 12.5% Notes have been discharged.

The Company has  historically  obtained a large  portion of its working  capital
financing under receivables  securitization  facilities.  Because of the sale of
the Company's  MOCA  business unit to Arrow in October 2000 and the  significant
contraction of the U.S. distribution business, the Company's U.S. securitization
facility was  terminated  on November 3, 2000.  In 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 sold receivables to the securitization  company,
yielding  proceeds of up to $150,000,000  Canadian dollars at any point in time.
The agreement  expired on January 12, 2001, at which date Merisel Canada entered
into an agreement providing for a new financing facility described below.


<PAGE>



The Loan Agreement dated as of January 12, 2001 (the "Loan  Agreement")  entered
into between Merisel Canada and Congress Financial Corporation (Canada),  acting
as agent (the "Agent"),  provides for borrowings on a revolving  basis. The Loan
Agreement  permits  borrowings of up to  CDN$100,000,000  outstanding at any one
time (including  face amounts of letters of credit),  subject to meeting certain
availability  requirements under a borrowing base formula and other limitations.
Borrowings under the Loan Agreement are secured by a pledge of substantially all
of  Merisel  Canada's  assets,  including  inventory  and  accounts  receivable.
Borrowings  bear interest at the prime rate of a Canadian bank designated by the
Agent plus 0.75%, for Canadian  dollar-denominated loans, at the prime rate of a
U.S. bank designated by the Agent plus 0.25%, for U.S. dollar-denominated loans,
or at LIBOR plus 2% for  Eurodollar  loans.  A fee of 0.25% per annum is payable
with respect to the unused portion of the  commitment.  The Loan Agreement has a
termination date of January 12, 2004. As of March 30, 2001,  CDN$85,583,000  was
outstanding  under  the Loan  Agreement.  The Loan  Agreement  contains  various
covenants  that provide for,  among other  things,  the  maintenance  of certain
financial ratios and certain other restrictions.

With respect to the Company's Canadian distribution  business, in the opinion of
management, anticipated cash from operations in 2001, together with trade credit
from vendors and borrowings  under Merisel  Canada's  revolving credit facility,
will be sufficient to meet Merisel Canada's requirements for the next 12 months,
without the need for  additional  financing or cash  contributions  from Merisel
Americas.  Those requirements  include anticipated capital  expenditures of less
than  CDN$2,000,000  during  2001.  This  assumes,  however,  that there are not
material  adverse changes in Merisel  Canada's  relationships  with its vendors,
customers or lenders.  Any unforeseen event that adversely  impacts the industry
or Merisel  Canada's  position in the industry  could have a direct and material
unfavorable effect on the liquidity of Merisel Canada.

With  respect to the  Company's  U.S.  operations,  the Company has  obligations
relating  to the  wind-down  of the U.S.  distribution  business  in addition to
working  capital and capital  expenditure  requirements  related to its software
licensing and Optisel businesses.  The Company expects that expenditures related
to the wind-down will consume a substantial amount of the Company's cash balance
of $44.4 million at March 31, 2001 and believes the aggregate amount could be as
high as $15 million to $25 million.  A large portion of those  expenditures will
be made in 2001.  Management  believes  that,  with its current  cash,  expected
revenues and cash flow from U.S. operations, and its ability to reduce operating
expenses, it has sufficient liquidity for the next 12 months.

ASSET MANAGEMENT

Merisel's  Canadian  distribution  business  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

<PAGE>


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 few years,  certain major PC manufacturers
have reduced the  availability  of price  protection for  distributors.  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  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 an
escrow  program.  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.  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.


Item 3.  QUANTITATIVE AND QUALITATIVE MARKET RISK DISCLOSURE

As stated previously, in the quarter ended March 31, 2001, the Company purchased
or redeemed all remaining  outstanding 12.5% Notes.  Also as stated  previously,
the Company's Canadian  securitization  facility expired and the Company entered
into a new variable  rate  revolving  credit  agreement  expiring on January 12,
2004.  At March 31,  2001,  a total of  $49,764,000  was  outstanding  under the
agreement at an average rate of 8.08%.  Other than the matters  discussed above,
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 year ended December 31, 2000.
<PAGE>


                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is involved in certain  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.

Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------

On February 13, 2001, the Company held a Special Meeting of Stockholders  during
which the holders of the Company's Common Stock voted on a proposal to amend the
Company's Restated  Certificate of Incorporation to effect a reverse stock split
pursuant  to which  every  ten  shares  of  outstanding  Common  Stock  would be
reclassified into one share of Common Stock. The Company's stockholders approved
such proposal with  77,084,076  votes cast for the proposal,  882,955 votes cast
against the proposal and 60,919 votes abstaining.

Item 5. Other Matters

The Company's 2001 annual meeting of stockholders will be held more than 30 days
after the date of the 2000 annual meeting of stockholders. Stockholder proposals
submitted to the Company with respect to the  Company's  2001 annual  meeting of
stockholders  will be  considered  untimely if not  received by the Company in a
reasonable  time before the Company  mails its proxy  materials  related to such
meeting.

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, 2001.

                  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, 2001


                   Merisel, Inc.



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