SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

      For the fiscal year ended December 31, 1997

                                       OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

      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,   California                        90245-0948   
       (Address  of  principal executive offices)               (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, 
                                                             $0.01 Par Value
                                                             
     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 registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. [X]

     As of March 30, 1998 the  aggregate  market  value of voting  stock held by
non-affiliates  of the  Registrant  based on the last sales price as reported by
the Nasdaq National Market was $89,536,602 (29,845,534 shares at a closing price
of $3.00).

     As of March 30, 1998 the Registrant  had 80,212,918  shares of Common Stock
outstanding.

                       Documents Incorporated by Reference

                                      None.



<PAGE>


                                   SIGNATURES

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

Date: April 6, 1998
                            MERISEL, INC.

                          By   /s/James E. Illson
                               ----------------------
                               James E. Illson
                               Executive Vice President - Operations and Finance
                               and Chief Financial Officer 
                               (Principal Financial and Accounting Officer)

<PAGE>


                                  EXHIBIT INDEX


     2.1   Purchase Agreement dated as of August 29, 1996 between CHS 
           Electronics Inc., Merisel, Inc. and Merisel Europe, Inc. (15)

     2.2   First  Amendment  to  Purchase  Agreement  dated as of  October 4, 
           1996 between CHS Electronics, Inc., Merisel, Inc. and Merisel Europe,
           Inc. (15)

     2.3   Settlement  Agreement and Release dated February 13, 1997 by and 
           among CHS Electronics, Inc., Merisel, Inc. and Merisel Europe, 
           Inc.(15)

     2.4   Asset  Purchase  Agreement  dated  January 15, 1997 by and among 
           SYNNEX Information Technologies, Inc., SynFab, Inc. and Merisel FAB,
           Inc. (19)

     2.5   Amendment No. 1 to the Asset  Purchase  Agreement  dated as of March
           6, 1997 by and among  Merisel,  Inc.,  Merisel FAB, Inc.,  SYNNEX  
           Information Technologies,  Inc.  and  ComputerLand  Corporation,   
           successor-in-interest  to SynFab, Inc. (19)

     3.1   Restated Certificate of Incorporation of Merisel, Inc. (1)

     3.2   Amendment to Certificate of Incorporation of Merisel, Inc. dated 
           August 22, 1990. (5)

     3.3   Amendment to Certificate of Incorporation of Merisel, Inc. dated 
           December 19, 1997. (21)

     3.4   Bylaws, as amended, of Merisel, Inc. (7)

     4.1   Indenture   dated  October  15,  1994  between   Merisel,   Inc.  and
           NationsBank  of Texas,  N.A.,  as Trustee,  relating to the Company's
           12.5% Senior Notes Due 2004,  including the form of such Senior Notes
           attached as Exhibit A thereto. (11)

     4.2   Form of Limited Waiver and Voting Agreement, dated as of April 11, 
           1997, by and among Merisel, Inc. and the holders of the 12 1/2% 
           Senior Notes due December 31, 2004. (19)

     4.3   Form of Limited  Waiver and  Agreement to Amend dated as of April 14,
           1997 by and  among  Merisel,  Inc.,  Merisel  Europe,  Inc.,  and the
           holders  of the  Revolving  Credit  Agreement  and  the  Senior  Note
           Purchase Agreement. (19)

    10.1   1983 Employee Stock Option Plan of Softsel Computer  Products,  Inc.,
           as amended,  together with Form of Incentive  Stock Option  Agreement
           and Form of Nonqualified  Stock Option  Agreement under 1983 Employee
           Stock Option Plan. (6)*

    10.2   1991 Employee Stock Option Plan of Merisel, Inc. together with Form 
           of Incentive Stock Option Agreement and Form of Nonqualified Stock 
           Option Agreement under the 1991 Employee Stock Option Plan. (7)*

    10.3   Amendment to the Company's 1991 Employee Stock Option Plan dated 
           January 16, 1997. (19)*

    10.4   Merisel, Inc. 1992 Stock Option Plan for Nonemployee Directors. (9)*

    10.5   Softsel Computer Products, Inc. Executive Deferred Compensation Plan.
           (10)*

<PAGE>

    10.6   Merisel, Inc. 1997 Stock Award and Incentive Plan. (22)*

    10.7   Form of Nonqualified Stock Option Plan under the 1997 Stock Award and
           Incentive Plan. (25)

    10.8   Merisel, Inc. Amended and Restated 401(k) Retirement Savings Plan. 
           (12)*

    10.9   Lease between Registrant and Pacifica Holding Company dated April 6,
           1989. (2)

   10.10   Lease Agreement dated October 27, 1988 by and between Rosewood 
           Development Corporation and Microamerica, Inc. re: property located 
           in Marlborough, Massachusetts. (3)

   10.11   Lease Agreement dated May 23, 1990 by and between Kilroy-Freehold El
           Segundo Company and Softsel/Microamerica, Inc. re: property located 
           in El Segundo, California. (4)

   10.12   Lease Agreement dated October 1991 by and between Koll Hayward 
           Associates II and Merisel, Inc. (8)

   10.13   Annex X to Receivable Transfer Agreement and Receivables Purchase and
           Servicing Agreement dated as of October 2, 1995. (13)

   10.14   Form of Receivables Purchase Agreement between Merisel Canada, Inc.
           and Canadian Master Trust dated as of December 15, 1995. (14)

   10.15   Amended and Restated Receivables Transfer Agreement dated as of 
           September 27, 1996 by and between Merisel Americas, Inc. and Merisel
           Capital Funding, Inc. (15)

   10.16   Amended and Restated Receivables and Servicing Agreement dated as of
           September 27, 1996, by and between Merisel Capital Funding, Inc., 
           Redwood Receivables Corporation, Merisel Americas, Inc. and General 
           Electric Capital Corporation. (15)

   10.17   Amendment No. 1 and Waiver to Amended and Restated Receivables 
           Purchase and Servicing Agreement dated as of November 7, 1996 among 
           Merisel Capital Funding, Inc., Redwood Receivables Corporation, 
           Merisel Americas, Inc. Electric and General Capital Corporation. (19)

   10.18   Amendment No. 1 and Waiver to Amended and Restated Receivables 
           Transfer Agreement dated as of November 7, 1996 by and between 
           Merisel Americas, Inc. and Merisel Capital Funding, Inc. (19)

   10.19   Amendments to Securitization Agreements, dated as of December 19, 
           1997, among Merisel Americas, Inc., Merisel Capital Funding, Inc.,
           Redwood Receivables Corporation and General Electric Capital 
           Corporation. (25)

   10.20   Form of Security Agreement between Merisel Properties, Inc. and 
           Heller Financial, Inc. dated December 29, 1995. (14)

   10.21   Deed of Trust, Security Agreement, Assignment of Leases and Rents and
           Fixture Filing between Merisel Properties, Inc. and Heller Financial,
           Inc. dated December 29, 1995. (14)

   10.22   Share Purchase Agreement between Merisel, Inc., Merisel Asia, Inc. 
           and Tech Pacific Holdings Ltd. dated March 7, 1996. (14)

   10.23   Retention Agreement between Merisel, Inc. and Thomas P. Reeves dated
           October 1, 1995. (13)*


<PAGE>



   10.24   Employment Agreement dated February 12, 1996 between Dwight A. 
           Steffensen and Merisel, Inc. (16)*

   10.25   Employment Agreement between Dwight A. Steffensen and Merisel, Inc. 
           dated February 12, 1997. (19)*

   10.26   First Amendment to Employment Agreement dated as of December 15, 1997
           between Merisel, Inc. and Dwight A. Steffensen. (25)*

   10.27   Employment Agreement between Merisel, Inc. and James Illson dated 
           August 19, 1996. (17)*

   10.28   First Amendment to Employment Agreement dated as of July 26, 1997
           between Merisel, Inc., Merisel Americas, Inc., and  James E. Illson.
           (20)*

   10.29   Employment Agreement, dated as of September 5, 1996, between Merisel,
           Inc. and James D. Wittry. (18)*

   10.30   Letter Agreement dated November 29, 1996 between Merisel, Inc. and 
           Timothy N. Jenson. (18)*

   10.31   Amendment to Letter Agreement dated April 9, 1996 between Merisel, 
           Inc. and Timothy N. Jenson. (18)*

   10.32   Amendment to Letter Agreement dated August 22, 1996 between Merisel,
           Inc. and Timothy N. Jenson. (18)*

   10.33   Change of Control Agreement dated as of July 26, 1997 between 
           Merisel, Inc., Merisel Americas, Inc., and Timothy N. Jenson. (20)*

   10.34   Employment Agreement between Robert McInerney and Merisel, Inc. dated
           February 3, 1997. (19)*

   10.35   First Amendment to Employment Agreement dated as of July 26, 1997 
           between Merisel, Inc., Merisel Americas, Inc., and Robert J. 
           McInerney. (20)*

   10.36   Change of Control Agreement dated as of June 23, 1997 between 
           Merisel, Inc., Merisel Americas, Inc., and  Karen A. Tallman. (20)*

   10.37   Stock and Note Purchase  Agreement,  dated September 19, 1997,  among
           Phoenix  Acquisition  Company  II,  L.L.C,  Merisel,   Inc.,  Merisel
           Americas, Inc., and incorporated herein by this reference. (23)

   10.38   Convertible Promissory Note dated September 19, 1997 of Merisel, Inc.
           and Merisel Americas, Inc. (23)

   10.39   Registration Rights Agreement, dated September 19, 1997, by and among
           Merisel, Inc., Merisel Americas, Inc. and Phoenix Acquisition Company
           II, L.L.C, and incorporated herein by this reference. (23)

   10.40   Revolving Credit Agreement and Convertible Promissory Note due July 
           2, 1998, between Merisel, Inc., Merisel Americas, Inc. and Bankers 
           Trust Company dated January 26, 1998. (24)

   10.41   Letter Agreement dated January 26, 1998, between Merisel Americas, 
           Inc. And Stonington Financing, Inc. (24)


<PAGE>



      21   Subsidiaries of the Registrant. (25)

      23   Consent of Deloitte & Touche, Independent Accountants.

      27   Financial Data Schedule for the years ended December 31, 1995, 1996 
           and 1997. (25)

--------
      *    Management contract or executive compensation plan or arrangement.

    (1)    Filed as an exhibit to the Form S-1 Registration Statement of Softsel
           Computer Products, Inc., No. 33-23700, and incorporated herein by 
           this reference.

    (2)    Filed as an exhibit to the Quarterly Report on Form 10-Q for the 
           quarter ended September 30, 1989 of Softsel Computer Products, Inc.,
           and incorporated herein by this reference.

    (3)    Filed as an exhibit to the Quarterly Report on Form 10-Q for the
           quarter ended March 31, 1990 of Softsel Computer Products, Inc., and
           incorporated herein by this reference.

    (4)    Filed as an exhibit to the Quarterly Report on Form 10-Q for the 
           quarter ended June 30, 1990 of Softsel Computer Products, Inc., and
           incorporated herein by this reference.

    (5)    Filed as an  exhibit  to the  Quarterly  Report  on Form 10-Q for the
           quarter ended  September 30, 1990,  and  incorporated  herein by this
           reference.

    (6)    Filed as an exhibit to the Form S-8 Registration Statement of Softsel
           Computer Products,  Inc., No. 33-35648, filed with the Securities and
           Exchange Commission on June 29, 1990, and incorporated herein by this
           reference.

    (7)    Filed as an  exhibit  to the  Quarterly  Report  on Form 10-Q for the
           quarter  ended  June  30,  1991,  and  incorporated  herein  by  this
           reference.

    (8)    Filed  as an  exhibit  to the  Form  S-3  Registration  Statement  of
           Merisel,  Inc., No. 33-45696,  filed with the Securities and Exchange
           Commission  on  February  14,  1992 and  incorporated  herein by this
           reference.

    (9)    Filed as an  exhibit  to the  Quarterly  Report  on Form 10-Q for the
           quarter  ended  June  30,  1992,  and  incorporated  herein  by  this
           reference.

   (10)    Filed as an exhibit to the Quarterly Report on Form 10-Q for the 
           quarter ended September 30, 1992 of Merisel, Inc., and incorporated 
           herein by this reference.

   (11)    Filed as an  exhibit  to the  Quarterly  Report  on Form 10-Q for the
           quarter ended  September 30, 1994,  and  incorporated  herein by this
           reference.

   (12)    Filed as an exhibit to the Annual Report on Form 10-K for the year 
           ended December 31, 1994, and incorporated herein by this reference.

   (13)    Filed as an  exhibit  to the  Quarterly  Report  on Form 10-Q for the
           quarter ended  September 30, 1995,  and  incorporated  herein by this
           reference.


<PAGE>



   (14)    Filed as an exhibit to Amendment  No. 2 to the Annual  Report on Form
           10-K/A for the year ended December 31, 1995, and incorporated  herein
           by this reference.

   (15)    Filed as an exhibit to the Current Report on Form 8-K dated April 17,
           1996, and incorporated herein by this reference.

   (16)    Filed as an  exhibit  to the  Quarterly  Report  on Form 10-Q for the
           quarter  ended  June  30,  1996,  and  incorporated  herein  by  this
           reference.

   (17)    Filed as an exhibit to the Current Report on Form 8-K dated October 
           18, 1996, and incorporated herein  by this reference.

   (18)    Filed as an  exhibit  to the  Quarterly  Report on Form 10-Q for the
           quarter  September  30,  1996,  and  incorporated   herein  by  this
           reference.

   (19)    Filed as an exhibit to the Annual Report on Form 10-K for the year 
           ended December 31, 1996, and incorporated herein by this reference.

   (20)    Filed as an  exhibit  to the  Quarterly  Report  on Form  10-Q for 
           the quarter ended September 30, 1997, and incorporated herein by this
           reference.

   (21)    Filed as Annex I to Schedule 14A dated October 6, 1997, and 
           incorporated herein by this reference.

   (22)    Filed as Annex II to Schedule 14A dated October 6, 1997, and 
           incorporated herein by this reference.

   (23)    Filed as an exhibit to the Current Report on Form 8-K,  dated  
           September 19, 1997, and incorporated herein by this reference.

   (24)    Filed as an exhibit to the  Current  Report on Form 8-K dated  
           January 26, 1998, and incorporated herein by this reference.

   (25)    Filed as an  exhibit  to the  Annual  Report on Form 10-K for the 
           year ended December 31, 1997, and incorporated herein by this 
           reference.