UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 10-K/A(Amendment No. 1)

|(Mark One)
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|[X]       
|OR        
|[  ]      

Commission file number        0-21796

CDW Computer Centers, Inc.(Exact name of registrant as specified in its charter)

|Illinois                                 | 36-3310735         
|---------------------------------------- | -------------------
|(State or other jurisdiction of          | (I.R.S. Employer   
|incorporation or organization)           | Identification No.)
|
|Vernon Hills, Illinois                   | (Zip Code)         
|(Address of principal executive offices) |                    

|                                                                   
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|Registrant's telephone number, including area code   (847) 465-6000
|                                                                   
|Securities registered pursuant to Section 12(b) of the Act:        
|                                                                   

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|None                | N/A                                      

Securities registered pursuant to Section 12 (g) of the Act:Common Stock

|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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this form 10-K.   [   ]

The aggregate market value of the Common Stock held by non-affiliates as of April 12, 2002, was approximately $2.937 billion,
based upon the closing market price per share of $49.41.

As of April 12, 2002, the registrant had 85,949,156 shares of Common Stock, $0.01 par value, outstanding.

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This amendment is being filed to correct a clerical error included in the Company's
Annual Report on Form 10-K filed on March 27, 2002.  The error occurred in the Company's response to Item 11.  Set forth below is the complete text
of the Company's response to Item 11, as amended to correct the initial error.

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Item 11.   Executive Compensation.

Director Compensation; CDW Director Stock Option Plan


        Directors who are not also employees of the Company ("Independent Directors") were paid an annual fee of $20,000 in 2001.
Additionally, the CDW 2000 Incentive Stock Option Plan contains provisions for the automatic annual grant of stock options to Independent
Directors.  On the first trading day of each calendar year, each Independent Director is granted options to purchase shares of Common
Stock of the Company at a price equal to the closing price of the Company's shares on that day.  The number of such options granted to each Independent Director
is equal to the sum of (i) 6,000 shares plus (ii) the product of
6,000 shares multiplied by the percentage increase in the Company's immediately preceding year's net income over the second
immediately preceding year's net income, in each case calculated in accordance with generally accepted accounting principles, applied
on a consistent basis.  In 2001, Independent Directors received stock options for 19,800 shares pursuant to this formula.  The
options vest on the third anniversary of the date of grant and expire on the tenth anniversary of the date of grant. If an
Independent Director ceases to be a member of the Board of Directors, all options granted to such Independent Director which have not
vested shall expire by their terms.  The Company receives no monetary consideration for these grants.

        Effective beginning in 2002, the annual fee payable to non-employee Directors was increased to $30,000.

Executive Compensation

        Shown below is information concerning the annual and long-term compensation for services in all capacities to the Company for the years
ended December 31, 2001, 2000 and 1999, of (i) all persons who served as the Company's chief executive officer during 2001 and (ii) the
other four most highly compensated executive officers of the Company whose total annual salary and bonus exceeded $100,000 in 2001 and who
served as an executive officer at December 31, 2001 (the "Named Officers"):

SUMMARY COMPENSATION TABLE

|                                 |      |                     |                               |                                  |                                      |                                       |                                          
|-------------------------------- | ---- | ------------------- | ----------------------------- | -------------------------------- | ------------------------------------ | ------------------------------------- | -----------------------------------------
|                                 |      | Annual Compensation | Long Term Compensation Awards |                                 
|                                
|Name and Principal Position      | Year | Salary ($)          | Bonus ($) (1) (2)             | Other Annual    Compensation ($) | Restricted        Stock Award(s) ($) | Securities UnderlyingOptions/SARs (#) | All Other            Compensation ($) (3)
|                                
|Michael P. Krasny                | 2001 | $93,895             | $200                          | ---                              | ---                                  | ---                                   | ---                                      
|Chief Executive Officer          | 2000 | $237,015            | $809,522                      | ---                              | ---                                  | 21,251                                | $4,000                                   
|(January 1 - January 28, 2001)   | 1999 | $230,784            | $1,240,346                    | ---                              | ---                                  | ---                                   | $3,856                                   
|                                
|John A. Edwardson                | 2001 | $546,923            | $874,003                      | ---                              | $3,662,500                           | 1,608,067                             | $3,779                                   
|Chief Executive Officer          | 2000 | ---                 | ---                           | ---                              | ---                                  | ---                                   | ---                                      
|(January 28 - December 31, 2001) | 1999 | ---                 | ---                           | ---                              | ---                                  | ---                                   | ---                                      
|                                
|Gregory C. Zeman                 | 2001 | $214,440            | $1,105,038                    | ---                              | ---                                  | 20,726                                | $3,279                                   
|Vice-Chairman                    | 2000 | $207,388            | $1,227,410                    | ---                              | ---                                  | 29,472                                | $4,000                                   
|                                 | 1999 | $201,936            | $1,788,064                    | ---                              | ---                                  | ---                                   | $3,856                                   
|                                
|Daniel B. Kass                   | 2001 | $214,440            | $1,102,919                    | ---                              | ---                                  | 20,602                                | $3,779                                   
|Executive Vice President         | 2000 | $207,388            | $1,224,410                    | ---                              | ---                                  | 29,207                                | $4,000                                   
|                                 | 1999 | $201,936            | $1,780,238                    | ---                              | ---                                  | ---                                   | $3,856                                   
|                                
|Harry J. Harczak, Jr.            | 2001 | $202,186            | $588,003                      | ---                              | ---                                  | 16,049                                | $3,779                                   
|Executive Vice President,        | 2000 | $195,537            | $653,282                      | ---                              | ---                                  | 19,484                                | $4,000                                   
|Sales                            | 1999 | $140,448            | $761,768                      | ---                              | ---                                  | 407,650                               | $3,856                                   
|                                
|James R. Shanks                  | 2001 | $202,186            | $586,188                      | ---                              | ---                                  | 16,049                                | $3,779                                   
|Executive Vice President,        | 2000 | $195,537            | $652,344                      | ---                              | ---                                  | 19,484                                | $4,000                                   
|President - CDWG                 | 1999 | $140,448            | $760,578                      | ---                              | ---                                  | 407,650                               | $3,856                                   
|                                

(1)        Amounts reflected are pursuant to performance based compensation programs.

(2)        Includes amounts representing travel incentive awards and company-wide bonus plans.

(3)        Reflects the Company's contributions to the account of each of the Named Officers under the CDW Computer Centers, Inc.
       Employees' Profit Sharing Plan and Trust, including employer matching contributions.  The amounts for the 2001 contributions
       represent the Company's best estimate, as final calculations have not been completed at the date of
this Proxy Statement.Option Grants

        Information with respect to grants of stock options to Named Officers during 2001 is set forth below.

OPTIONS GRANTS IN LAST FISCAL YEAR

|                      |                                                                                              |                                                                  |                                          |                                           |                     |            |          |             |            
|--------------------- | -------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- | ---------------------------------------- | ----------------------------------------- | ------------------- | ---------- | -------- | ----------- | -----------
|Individual Grants     | Potential Realizable Value at
Assumed Annual Rates ofStock Price Appreciationfor Option Term
|                     
|(a)                   | (b)                                                                                          | (c)                                                              | (d)                                      | (e)                                       | (f)                 | (g)       
|Name                  | Options      
Granted                                                                        | % of Total     Options Granted     Employees in
     Fiscal Year | Exercise     
 or Base      Price ($/Sh) | Market Price     on Grant     Date ($/Sh) | Expiration     Date | 0% ($)     | 5% ($)   | 10% ($)    
|                      |                                                                                              |                                                                  |                                          |                                           |                     |            |          |            
|Michael P. Krasny     | ---                                                                                          |                                                                  | ---                                      | ---                                       | ---                 | ---        | ---      | ---         | ---        
|                     
|John A. Edwardson     | 1,600,000                                                                                    | (1)                                                              | 85.77%                                   | $36.625                                   | $36.625             | 1/28/2011  | $0       | $36,853,226 | $93,393,309
|                      | 8,067                                                                                        | (2)                                                              | 0.43%                                    | $0.010                                    | $53.710             | 12/31/2021 | $433,198 | $1,149,539  | $2,914,801 
|                     
|Gregory C. Zeman      | 9,500                                                                                        | (3)                                                              | 0.51%                                    | $33.375                                   | $33.375             | 3/12/2021  | $0       | $524,201    | $1,815,973 
|                      | 11,226                                                                                       | (2)                                                              | 0.60%                                    | $0.010                                    | $53.710             | 12/31/2021 | $602,836 | $1,599,694  | $4,056,223 
|                     
|Daniel B. Kass        | 9,500                                                                                        | (3)                                                              | 0.51%                                    | $33.375                                   | $33.375             | 3/12/2021  | $0       | $524,201    | $1,815,973 
|                      | 11,102                                                                                       | (2)                                                              | 0.60%                                    | $0.010                                    | $53.710             | 12/31/2021 | $596,177 | $1,582,024  | $4,011,419 
|                     
|Harry J. Harczak, Jr. | 9,500                                                                                        | (3)                                                              | 0.51%                                    | $33.375                                   | $33.375             | 3/12/2021  | $0       | $524,201    | $1,815,973 
|                      | 6,549                                                                                        | (2)                                                              | 0.35%                                    | $0.010                                    | $53.710             | 12/31/2021 | $351,681 | $933,226    | $2,366,311 
|                     
|James R. Shanks       | 9,500                                                                                        | (3)                                                              | 0.51%                                    | $33.375                                   | $33.375             | 3/12/2021  | $0       | $524,201    | $1,815,973 
|                      | 6,549                                                                                        | (2)                                                              | 0.35%                                    | $0.010                                    | $53.710             | 12/31/2021 | $351,681 | $933,226    | $2,366,311 
|                     

(1)        Options are exercisable at the rate of 20% per year, beginning January 28, 2002.  Options become fully exercisable upon a
         change-in-control of the Company.
(2)        Options represent a portion of the annual bonus that is granted pursuant to the CDW Senior Management Incentive Plan.
         Options are exercisable in full on April 30, 2006.
(3)        Options are exercisable at the rate of 20% per year, beginning March 12, 2002.  Options become fully exercisable upon a
         change-in-control of the Company.

Option Exercises and Fiscal Year-End Values

        Information with respect to options exercised and shares sold during 2001, unexercised options to purchase Common Stock
granted under the MPK Stock Option Plan and CDW Incentive Stock Option Plans and restricted shares granted under the MPK Restricted
Stock Plan to the Named Officers and held by them at December 31, 2001 is set forth below.

OPTION EXERCISES IN LAST FISCAL YEAR
                                                   AND FISCAL YEAR-END OPTION VALUES

|                      |                                     |                         |                                                                                                                                                                |                                                                                                                                    |                 |            
|--------------------- | ----------------------------------- | ----------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------- | --------------- | -----------
|Name                  | Shares     
Acquired onExercise (#) | Value      Realized ($) | Number of                    
Securities Underlying          
 Unexercised Options at         December 31, 2001 (#)        
Exercisable          Unexercisable | Value of
Unexercised          In-the-Money Options         
 at December 31, 2001 ($) (3)
     Exercisable          
Unexercisable
|                      |                                     |                         |                                                                                                                                                                |                                                                                                                                    |                 |            
|                     
|Michael P. Krasny     | ---                                 | ---                     | ---                                                                                                                                                            | 15,751                                                                                                                             | ---             | $845,829   
|John A. Edwardson     | ---                                 | ---                     | ---                                                                                                                                                            | 1,608,067                                                                                                                          | ---             | $27,769,198
|Gregory C. Zeman (1)  | 2,315,732                           | $88,775,497             | 2,330,214                                                                                                                                                      | 678,848                                                                                                                            | (1)$125,146,065 | $35,987,574
|Daniel B. Kass(2)     | 436,000                             | $16,714,420             | 401,026                                                                                                                                                        | 183,159                                                                                                                            | (2)$21,537,432  | $9,366,190 
|Harry J. Harczak, Jr. | 34,908                              | $1,306,465              | 21,376                                                                                                                                                         | 567,575                                                                                                                            | $845,008        | $18,593,350
|James R. Shanks       | 50,695                              | $1,882,513              | 9,125                                                                                                                                                          | 566,375                                                                                                                            | $334,084        | $18,533,847
|                     

|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | All shares acquired on exercise are attributable to the exercise of options issued pursuant to the MPK Stock Option Plan.
         Unexercised options at December 31, 2001 include options for 2,958,864 shares pursuant to the MPK Stock Option Plan, of
         which, 2,330,214 are exercisable.  All options pursuant to the MPK Stock Option Plan become fully exercisable upon
         termination of employment.
|(2) | All shares acquired on exercise are attributable to the exercise of options issued pursuant to the MPK Stock Option Plan.
         Unexercised options at December 31, 2001 include options for 534,376 shares pursuant to the MPK Stock Option Plan, of which,
         401,026 are exercisable.  All options pursuant to the MPK Stock Option Plan become fully exercisable upon termination of
         employment.    
|(3) | Based on the closing price as reported by The Nasdaq Stock Market of the Company's Common Stock on December 31, 2001
         ($53.710), less the respective exercise prices.                                                                                                                                                                                                                                             
|   

MPK Stock Option Plan

        At the time of the Company's initial public offering, Mr. Krasny established the MPK Stock Option Plan pursuant to which he
granted to Messrs. Zeman and Kass and a former employee of the Company options to purchase in the aggregate 16,573,500 shares of
Common Stock owned by him.  As of March 25, 2002, options to acquire an aggregate of 3,493,240 shares of common stock remain
outstanding.  These options are non-forfeitable and become exercisable during the employment of such individual at the rate of 5% per
year upon each of the first four anniversaries of the grant and an additional 15% on each anniversary date thereafter until all
options are exercisable.  Additional shares may be exercised proportionately to any shares sold by Mr. Krasny from his holding.  The
options may be exercised at a price of $0.004175 per share.  The MPK Stock Option Plan provides that should Messrs. Zeman or Kass
terminate his employment with the Company, all options become exercisable and such individual will be required to exercise his
options at the option exercise price within six months of the date of termination.  The MPK Stock Option Plan gives Mr. Krasny the
right to repurchase the shares relating to the terminating employee's exercised options at the prevailing market rate, less costs and
expenses attendant to the sale of the stock.  Mr. Krasny's acquisition may be made pursuant to a note payable over a ten-year period
with interest at the applicable federal rate as defined in the Internal Revenue Code of 1986, as amended.  Mr. Krasny has, in
connection with the Company's repurchase of certain shares of Common Stock held by Messrs. Zeman and Kass (see "Certain Transactions"
below) waived his repurchase right with respect to shares acquired by Messrs. Zeman and Kass under the MPK Stock Option Plan.  The
MPK Stock Option Plan, which is wholly funded from shares of Common Stock owned by Mr. Krasny, does not result in a cash payment from
plan participants to the Company or increase the number of outstanding shares of Common Stock.

MPK Restricted Stock Plan

        Effective upon the closing of the initial public offering, Mr. Krasny transferred 2,674,416 shares of his Common Stock to
the MPK Restricted Stock Plan (the "MPK Plan Shares"), to be held in escrow for the benefit of those persons employed by the Company
on December 31, 1992.  Shares contributed on behalf of participating employees were calculated on the basis of their months of
service and average salary.  During such time as the MPK Plan Shares are held in escrow, Mr. Krasny retains the right to vote the MPK
Plan Shares, and dividends thereon, if any, inure to the benefit of Mr. Krasny.  The purpose of the MPK Restricted Stock Plan was to
provide participants with additional incentives to remain in the Company's employ, to build upon employee loyalty and to provide such
employees with an opportunity to share in the Company's profits and growth.

        In accordance with the original terms of the MPK Restricted Stock Plan, all of the MPK Plan Shares were scheduled to fully
vest upon January 1, 2000, provided that a participant had remained continually employed with the Company or its subsidiaries during
such period.  Participants who leave the Company's employ forfeit their right to unvested MPK Plan Shares and such shares revert to
Mr. Krasny.  MPK Plan Shares will immediately vest upon the death or total disability of a participating employee.  The MPK
Restricted Stock Plan, which is wholly funded from shares of Common Stock owned by Mr. Krasny, does not result in a cash payment from
Plan participants to the Company or increase the number of outstanding shares of Common Stock.

        On January 31, 1997, the terms of the MPK Restricted Stock Plan were modified to provide participants the option to
accelerate the vesting on 25% of their shares in exchange for the extension of the vesting period on their remaining shares through
2003.  Under the terms of this modification, participants who elected the acceleration were granted options by the Company equal to
the number of shares that became vested, with an exercise price equal to the fair market value of the Company's Common Stock on the
acceleration date.

Employment Related Agreements

        Messrs. Krasny, Zeman and Kass

        The Company entered into Employment and  Non-Competition  Agreements with Messrs.  Krasny,  Zeman and Kass
that became  effective upon the  consummation  of the initial public offering in 1993. The initial base salaries of
Messrs.  Krasny,  Zeman and Kass were $200,000,  $175,000 and $175,000,  respectively,  to be adjusted in each case
annually in accordance with the Consumer Price Index.  In accordance  with the terms of each Agreement,  employment
is terminable  with or without  Cause.  Each  Agreement  contains a  non-competition  restriction  prohibiting  the
executive from  undertaking  certain  competitive  activities  for a two-year  period after the date his employment
with the Company  ceases.  Effective  May 23, 2001,  Mr. Krasny  resigned, thereby terminating his employment with the
Company, and  presently  serves the
Company solely in the  capacity of a director.  Mr.  Zeman's and Mr.  Kass' base  salaries  have been  adjusted to reflect
their current roles with the company.  See "Management" and "Executive Compensation".

        Mr. Edwardson

        The  Company  entered  into an  employment  agreement  with John A.  Edwardson  on January 28,  2001.  The
agreement  provides  for Mr.  Edwardson  to serve  as Chief  Executive  Officer  of the  Company  until  the  fifth
anniversary  of the  agreement,  subject  thereafter  to annual  renewal  provisions.  Pursuant  to the  employment
agreement,  during the term of his employment with the Company,  Mr.  Edwardson will be nominated for election as a
member of the Board of  Directors  and,  if so elected  will be  appointed  Chairman  of the Board.  Mr.  Edwardson
receives  an  annual  base  salary of  $600,000,  subject  to annual  review  by the  Compensation  Committee,  and
participates in the Company's Senior  Management  Incentive Plan.  Incentive  bonuses under
the Senior Management Incentive Plan are based on objective  criteria  established and approved by the Compensation  Committee of the
Board each year.

In accordance with the employment agreement, Mr. Edwardson received non-qualified stock options to
purchase 1,600,000 shares of Common Stock under the Company's 2000 Incentive Stock Option Plan.  The exercise
price of these options is $36.625, the fair market value of the Company's Common Stock on the date of grant.
One-fifth of these options will vest on each of the first five anniversaries of the employment agreement.  In
addition, Mr. Edwardson was granted a restricted stock award of 100,000 shares of Common Stock that will vest in
equal annual installments on the first four anniversaries of the date of grant.  If Mr. Edwardson's employment is
terminated by the Company without Cause or by Mr. Edwardson for Good Reason, one-half of any unexercisable
options will immediately become exercisable and one-half of the portion of the restricted stock award that is not
vested will immediately become vested.  Under the terms of the employment agreement, beginning with the 2002 fiscal year,
Mr. Edwardson will be granted annually non-qualified stock options to purchase 150,000 shares of Common Stock, which
options will be subject to terms substantially similar to the terms of the options described above.  

        If the employment agreement is terminated by the Company without Cause or by Mr. Edwardson for Good
Reason, the Company will be required, among other things, to make a lump sum cash payment to Mr. Edwardson equal
to two times the sum of his annual base salary and his average annual bonus and to pay certain accrued
obligations through the date of termination.  For purposes of the employment agreement, Good Reason includes the
failure to elect Mr. Edwardson as Chairman of the Board immediately following each annual meeting of shareholders
during the employment period.  Such election is possible only if the shareholders re-elect Mr. Edwardson as a
member of the Board, and if he is not so re-elected, he will be entitled to terminate the employment agreement
for Good Reason and receive the payments described above.  The agreement also contains standard non-competition
and non-solicitation covenants that survive during the term of the agreement and for a period of two years
thereafter.

        The Company has also entered into a transitional compensation agreement with Mr. Edwardson.  In the
event of a Change of Control (as defined in the transitional compensation agreement), the employment relationship
between the Company and Mr. Edwardson will be exclusively governed by the transitional compensation agreement.
Upon a Change in Control, all stock options, restricted stock and other equity awards to Mr. Edwardson that are
not otherwise vested will vest in full, and all options will remain exercisable for the period provided in the
applicable award agreement.  If, following a Change of Control, there is a Qualifying Termination (as defined in
the transitional compensation agreement), Mr. Edwardson will receive the following benefits in lieu of benefits
under the employment agreement: (i) payment in a lump sum of an amount equal to 300% of his base salary and his
average annual bonus, (ii) prorated annual incentive bonus (based on the target bonus under the Incentive Plan)
through the date of termination, (iii) payment of all accrued obligations through the date of termination in a
lump sum and (iv) the continuation of all welfare benefits and senior executive perquisites for a period of two
years or an equivalent lump sum cash payment.  In the event that such payments and benefits subject Mr. Edwardson
to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, Mr. Edwardson would
be entitled to receive a "gross-up" payment, unless his net after-tax benefit resulting from such gross-up
payment, as compared to a reduction of such payments and benefits so that no excise tax is incurred, is less than
$100,000.

Report of the Compensation and Stock Option Committee

        The Compensation and Stock Option Committee (the "Compensation Committee") is currently comprised of three independent
directors, Ms. Collins and Messrs. Cowell and Williams.

Compensation Policy

        General.  The Company's executive compensation program is designed to advance the interests of the Company by
attracting, motivating and retaining well-qualified executives, managers and other key employees, and to align their
interests with those of the Company's shareholders by providing them with performance-based incentives linked to corporate
performance factors. The three primary components of the Company's executive compensation program are:

        (i)    base salary;

        (ii)    annual incentive awards; and

        (iii)    long-term incentive awards in the form of stock option grants.

        Over the course of 2001, the Committee met several times with the Company's staff and representatives of a
nationally recognized consulting firm to review key aspects of the Company's executive compensation plan. The purpose of
the review was to ensure that the Company's executive compensation program continued to meet the talent management needs of
the organization and was consistent with the Company's strategic vision.

        As a result of this review, a number of changes were made to executive programs.  In addition to general
consistency with the Company's strategic vision, the changes implemented in 2001 and early 2002 helped the programs better
reflect the following defining characteristics:

                Focus on pay-for-performance
                Capable of delivering highly differentiated rewards
                Externally competitive and market-based
                Flexible and balanced in performance orientation
                Well integrated with other coworker programs to reinforce commonality of purpose
                Straightforward, simple and well communicated
                Anchored in a consistent and logical framework
                Oriented toward delivery of an effective total compensation package

        Specific changes will be implemented in 2002. In general, the changes implemented as a result of the review will
reflect more clearly articulated internal and external objectives for each element of total executive compensation. In
addition, the total compensation profile for executive officers will be changed to render it more consistent with the
Company's objectives, including retention of key executives.  Changes to underlying programs for 2002 reflect the desired compensation profile.

        Base Salary.  Base salaries for Named Executive Officers of the Company reflect their level of experience, past
 and expected future performance and market conditions. The base salary of each executive also is set at a level such that
the greater portion of their total compensation is dependent upon Company performance.

        The base salary of Mr. Edwardson was initially established by the terms of his employment agreement in 2001 and is
subject to periodic adjustments by the Committee. Annual adjustments in the base salaries of the other Named Officers
reflect several factors, including changes in the United States Consumer Price Index, as well as merit increases, where
applicable.

        As part of the aforementioned executive compensation review, the Committee outlined a two year transition toward a
total compensation profile for executives that is more consistent with the Company's talent management objectives and goal of retaining key executives.

One aspect of this transition is the development of market-rate base pay levels for each executive role, targeted
at or near the 50th percentile among comparable incumbents at appropriate peer companies. As part of their review, the
Committee considered competitive data showing the Company's position relative to targeted levels at peer companies, and
evaluated 2002 base pay increases for executive officers on that basis.

        Annual Incentive Awards.  The annual incentive element of the Company's executive compensation program is pursuant
to the Company's Senior Management Incentive Plan.  Awards for 2001 reflect the Company's
performance relative to goals relating to growth in net income from operations.

        For 2002, funding of awards under the plan for executive officers will continue to be based predominantly upon
achievement of pre-established goals related to income from operations. The Senior Management Incentive Plan has been designed to provide
opportunities for awards that will place executive total cash compensation at or near the 75th percentile among a range of
peer companies, provided the Company delivers superior increases in operating income levels relative to its key peers.
Award opportunities for individual executive officers have been set accordingly.

        Following the conclusion of the aforementioned executive compensation review, the Committee noted their desire to
incorporate greater emphasis on individual accountability for business results, particularly among the senior executive
group. Accordingly, starting in 2002, final awards under the Senior Management Incentive Plan will also take into account individual
performance relative to pre-established goals and objectives, as well as other business and environmental factors that the
Committee deems relevant to attainment of the Company's overall financial goals and strategic vision.

        In addition to the Senior Management Incentive Plan, the Company's executives participate in a company-wide management bonus pool.
Each Named Officer received a $10,000 allocation of the pool for fiscal year 2001.

        Long-Term Incentive Awards.The long-term incentive element of the Company's executive compensation program
 consists of the grant of stock options to employees, including the Company's executive officers. Stock options have been
granted to the executive officers based upon factors discussed below either (i) with an exercise price equal to 100% of
fair market value as of the date of grant or (ii) (on a selective basis) in payment of annual incentive awards which have
been earned. Stock options that were granted in payment of 2001 annual incentive awards carried an exercise price of $0.01.
The number of stock options granted was determined by dividing the amount of the award by the difference between the market
price of the Common Stock as of the date of grant and the option exercise price.

        For the 2002 compensation year,  grants made to the named executive officers and others will have an exercise
price equal to 100% of fair market value as of the date of grant. The Company's Long-Term Incentive program will be
reconfigured to provide opportunities at or near the 75th percentile among a range of peer companies, underlining the
emphasis on longer-term results that the Committee believes is appropriate for senior executive team members.Implementation of Compensation Policy

        The Compensation Committee met on January 25, 2001 to review and certify annual incentive and stock option awards
to officers and employees of the Company relative to performance-based compensation programs in 2000 and to establish, as
necessary, the 2001 base compensation and performance-based compensation programs for executive officers. The Compensation
Committee met on March 12, 2001 to review and approve the Company's Senior Management Incentive Plan, including target
bonus levels and performance achievement targets. The Compensation Committee met on January 24, 2002 to discuss various
matters, including the status of 2001 performance-based compensation programs and approved the formula to be applied for
determining the number of options to be granted to each coworker as of February 1, 2002.  Further, the Compensation
Committee reviewed and approved stock option allocations to officers and employees of the Company, and reviewed and
certified annual incentive awards to officers and employees pursuant to performance-based compensation programs. There was
a special meeting of the Compensation Committee on January 28, 2001 to review and approve the terms of Mr. Edwardson's
employment as Chief Executive Officer and President of the Company, including the grant of restricted stock and stock
options. There also were special meetings on July 26, September 17 and October 25, 2001 in the course of undertaking the
aforementioned review of executive compensation.

Compensation of the Chief Executive Officer.  Mr. Krasny's compensation for 2001 consisted solely of base salary
of $93,895 that represented the pro rata share from January 1, 2001 through the annual meeting on May 23, 2001 of his
annualized base salary of $237,015.  Mr. Krasny's annualized base was not raised in 2001 over 2000.

        Per his contractual agreements for 2001, Mr. Edwardson received base salary of $546,923, a bonus of $440,000, a
restricted stock grant of 100,000 shares, and a stock option grant of 1,600,000 options.  Mr. Edwardson's annual incentive
award based upon his participation in the 2001 Senior Management Incentive Plan was $866,400, of which $433,200 was paid in
the form of a stock option grant for 8,067 shares.

        Section 162(m) of the Internal Revenue Code generally disallows a federal income tax deduction to public companies
for compensation over $1,000,000 paid to the corporation's chief executive officer and four other most highly compensated
executive officers. Qualified performance-based compensation will not be subject to the deduction limit if certain
requirements are met. The Company currently intends to structure the performance-based portion of the compensation of its
executive officers in a manner that complies with this provision so that such amounts will be deductible to the Company.


COMPENSATION AND STOCK OPTION COMMITTEE

Michelle L. Collins
Casey G. Cowell
Brian E. Williams

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
     this amendment to a report to be signed on its behalf by the undersigned, thereunto duly authorized.

CDW COMPUTER CENTERS, INC.

Date :  April 16, 2002

By:        /s/ Barbara A. Klein
    Barbara A. Klein
                            
                         Sr. Vice President and Chief Financial Officer