<PAGE>                              
             SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549
                     __________________
                              
                         FORM 10-K/A
                       AMENDMENT NO. 2
                              
              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, 1995
   
                             OR
[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
   OF THE SECURITIES EXCHANGE 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
 incorporation or organization)        (I.R.S. Employer Identification No.)

  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
                       Title of Class
<PAGE>


   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.   [   ]

   As  of  December 12, 1996 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 $53,933,878 (28,764,734 shares at a closing price
of $1 7/8).

   As  of  December 12, 1996 the Registrant  had  30,078,495
shares of Common Stock outstanding.

             Documents Incorporated by Reference
                              
                            None.

<PAGE>

                           PART IV
                              
Item  14.  Exhibits,  Financial  Statement  Schedules,   and
Reports on Form 8-K

  (a)  List of documents filed as part of this Report:
  
        
     (3)  Exhibits
     
        The  exhibits  listed on the accompanying  Index  of
        Exhibits are filed as part of this Annual Report.
        
<PAGE>                              

                        EXHIBIT INDEX
                              
Exhibit No.       Description
        
       3.1        Restated  Certificate of Incorporation  of
                  Registrant.(1)
  
       3.2        Amendment  to Certificate of Incorporation
                  of Registrant dated August 22, 1990.(6)
   
       3.3        Bylaws, as amended, of Merisel, Inc.(8)
  
       4          Indenture  dated October 15, 1994  between
                  the  Company  and  NationsBank  of  Texas,  N.A.  as
                  Trustee,  relating  to the Company's  121/2%  Senior
                  Notes  Due  2004, including the form of such  Senior
                  Notes attached as Exhibit A thereto.(14)
  
      10.1        Microamerica  Substitute Stock Option  Plan  of
                  Registrant  together  with related  forms  of  Stock
                  Option Agreements.(4)*
  
      10.2        1983  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.(7)*
  
      10.3        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  the
                  1983 Employee Stock Option Plan.(7)*
  
      10.4        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.(8)*
  
      10.5        Merisel,  Inc.  1992  Stock  Option  Plan  for
                  Nonemployee Directors.(10)*
  
      10.6        Incentive  Stock  Option  Agreements   between
                  Registrant  and  Michael  D.  Pickett  dated  as  of
                  October 1, 1986 and March 4, 1987.(1)*
  
      10.7        Nonqualified  Stock  Option  Agreement  between
                  Registrant  and  Michael  D.  Pickett  dated  as  of
                  December 11, 1987.(1)*
  
      10.8        Amendment  to Stock Option Agreements  together
                  with  Joint  Escrow Instructions between Michael  D.
                  Pickett  and  Registrant  dated  as  of  August  11,
                  1988.(1)*
  
      10.9        Softsel   Computer  Products,  Inc.  Executive
                  Deferred Compensation Plan.(9)*
  
      10.10       Employment  Agreement between Registrant and  Michael
                  D. Pickett dated as of August 14, 1992.(11)*
  
      10.11       Merisel,    Inc.   Amended   and   Restated    401(k)
                  Retirement Savings Plan.(15)*
  
      10.12       Asset  Transfer, Assignment and Assumption  Agreement
                  dated  as  of  December  23,  1993  by  and  between
                  Registrant and Merisel Americas, Inc.(13)
  
      10.13       Asset  Transfer, Assignment and Assumption  Agreement
                  dated  as  of  December  23,  1993  by  and  between
                  Registrant and Merisel Europe, Inc.(13)

<PAGE>  
     10.14        Lease   between   Registrant  and  Pacifica   Holding
                  Company dated April 6, 1989.(2)
  
     10.15        Lease  Agreement  dated  October  27,  1988  by   and
                  between   Rosewood   Development   Corporation   and
                  Microamerica,   Inc.   re:   property   located   in
                  Marlborough, Massachusetts.(3)
  
     10.16        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.(5)
  
     10.17        Lease  Agreement  dated October 1991 by  and  between
                  Koll Hayward Associates II and Merisel, Inc.(9)
  
     10.18        Asset  Purchase  Agreement  dated  January  31,  1994
                  between ComputerLand Corporation, Merisel FAB,  Inc.
                  and   for  purposes  of  Section  2.2  thereof,  the
                  Registrant.  Portions of this  agreement  have  been
                  omitted  pursuant  to Rule 24b-2 of  the  Securities
                  Exchange Act of 1934, as amended.(12)
  
     10.19        Guaranty  Agreement dated January  31,  1994  between
                  ComputerLand Corporation and the Registrant.(12)
  
     10.20        Distribution  and  Services Agreement  dated  January
                  31,   1994  between  ComputerLand  Corporation   and
                  Merisel  FAB, Inc. (''Services Agreement'') Portions
                  of  this agreement has been omitted pursuant to Rule
                  24b-2   of   the   Securities  Act   of   1934,   as
                  amended.(12)
  
     10.21        Amendment  Number 13 to Services Agreement  dated  as
                  of  January  31,  1996.  Portions of this  agreement
                  have  been  omitted  pursuant to  Rule24b-2  of  the
                  Securities Act of 1934, as amended.
  
     10.22        Stock  Purchase  Agreement  dated  January  31,  1994
                  between     the    Registrant    and    ComputerLand
                  Corporation.(12)
  
     10.23        Amended  and Restated Senior Note Purchase  Agreement
                  by  and  among each of the purchasers named  therein
                  and  Merisel  Americas, Inc., dated as  of  December
                  23, 1993 (''Senior Note Purchase Agreement'').(13)
  
     10.24        First  Amendment, dated as of September 30,  1994  to
                  Senior  Note  Purchase Agreement, by and  among  the
                  Noteholders  named  therein  and  Merisel  Americas,
                  Inc.(16)
  
     10.25        Form  of  Second Amendment dated as of June 23,  1995
                  to Senior Note Purchase Agreement.
  
     10.26        Amended   and  Restated  Subordinated  Note  Purchase
                  Agreement by and among each of the purchasers  named
                  therein  and  Merisel Americas, Inc.,  dated  as  of
                  December  23,  1993  (''Subordinated  Note  Purchase
                  Agreement'').(13)
  
     10.27        First  Amendment, dated as of September 30, 1994,  to
                  Subordinated Note Purchase Agreement, by  and  among
                  the  Noteholders named therein and Merisel Americas,
                  Inc.(16)
  
<PAGE>  
  
     10.28       Revolving  Credit Agreement dated as of December  23,
                 1993  among Merisel Americas, Inc., Merisel  Europe,
                 Inc.,  the  Registrant, the lender parties  thereto,
                 Citicorp  USA,  Inc., as agent, and Citibank,  N.A.,
                 as    designated    issuer    (''Revolving    Credit
                 Agreement'').(13)
  
     10.29       First  Amendment, dated as of September 29, 1994,  to
                 Revolving  Credit  Agreement, by and  among  Merisel
                 Americas, Inc., Merisel Europe, Inc., Merisel,  Inc.
                 and the financial institutions named therein.(16)
  
     10.30       Second  Amendment, dated as of December 1,  1994,  to
                 Revolving  Credit Agreement, by and  among  Merisel,
                 Americas,  Inc.,  Merisel  Europe,  Inc.,   Merisel,
                 Inc.,   and   the   financial   institutions   named
                 therein.(15)
  
     10.31       Third  Amendment, dated as of February 27,  1995,  to
                 Revolving  Credit  Agreement, by and  among  Merisel
                 Americas,  Inc.,  Merisel  Europe,  Inc.,   Merisel,
                 Inc.,   and   the   financial   institutions   named
                 therein.(15)
  
     10.32       Receivable  Transfer Agreement dated  as  of  October
                 2,  1995  by and between Merisel Americas, Inc.  and
                 Merisel Capital Funding, Inc.(17)
  
     10.33       Receivable  Purchase  and Servicing  Agreement  dated
                 as  of  October 2, 1995 by and among Merisel Capital
                 Funding,   Inc.,  Redwood  Receivables  Corporation,
                 Merisel  Americas, Inc. and General Electric Capital
                 Corporation.(17)
  
     10.34       Annex   X   to  Receivable  Transfer  Agreement   and
                 Receivables  Purchase and Servicing Agreement  dated
                 as of October 2, 1995.(17)
  
     10.35       Form   of   Receivables  Purchase  Agreement  between
                 Merisel  Canada,  Inc.  and  Canadian  Master  Trust
                 dated as of December 15, 1995.
  
     10.36       Form    of   Security   Agreement   between   Merisel
                 Properties,  Inc. and Heller Financial,  Inc.  dated
                 December 29, 1995.
  
  
     10.37       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.
  
     10.38       Agreement   for  the  Sale  and  Purchase  of   Debts
                 between Deutche Financial Services (UK) Limited  and
                 Merisel (UK) Limited dated October 12, 1995.
  
     10.39       Form  of  Agreement between Merisel, Inc. and Michael
                 D. Pickett dated February 12, 1996.
  
     10.40       Share  Purchase Agreement between Merisel,  Inc.  and
                 Merisel  Asia,  Inc. and Tech Pacific Holdings  Ltd.
                 dated March 7, 1996.
  
     10.41       Form  of  Employment Agreement between Merisel,  Inc.
                 and the following:
                 James L. Brill
                 Paul Lemerise
                 John Thompson
                 Tom Reeves
                 Marty Wolf (17)
        
     10.42       Form  of  Retention Agreement between  Merisel,  Inc.
                 and the following:
                 James L. Brill
                 Paul Lemerise
                 John Thompson
                 Tom Reeves
                 Marty Wolf (17)
        
     21         Subsidiaries of the Registrant.
  
     27         Financial  Data Schedule for the year Ended  December
                31, 1995.

  *     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 Form S-8  Registration
  Statement  of  Softsel Computer Products,  Inc.,  No.  33-
  34296,  filed with the Securities and Exchange  Commission
  April   12,   1990,  and  incorporated  herein   by   this
  reference.

(5)     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.

(6)     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.

(7)     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
  June 29, 1990, and incorporated herein by this reference.
(8)     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.

(9)     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.

(10)    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.

(11)    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.

(12)    Filed as an exhibit to the Current Report on Form 8-
  K  dated  February 14, 1994, as amended on March 24,  1994
  and  October  4,  1994  and incorporated  herein  by  this
  reference.

(13)    Filed as an exhibit to the Annual Report on Form 10-
  K  for  the  year ended December 31, 1993 and incorporated
  herein by this reference.

(14)    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.

(15)    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.

(16)    Filed  as  an  exhibit to the Form S-3  Registration
  Statement of the Registrant, No. 33-55195, filed with  the
  Securities and Exchange Commission, August 23,  1994,  and
  incorporated herein by this reference.

(17)    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>
                         SIGNATURES
                              
  Pursuant to the requirements of Section 13 or 15(d) of the
Securities Act of 1934, the Registrant has duly caused  this
amendment no. 2 to the report to be signed on its behalf  by
the undersigned, thereunto duly authorized.

Date: December 18, 1996

                                 Merisel, Inc.
                                 
                                 
                                 By: /s/   JAMES ILLSON
                                     James Illson
                                     Senior Vice President,
                                     Finance,
                                     Chief Financial Officer
                                     and Assistant Secretary
                              
   Pursuant  to the requirements of the Securities  Exchange
Act  of  1934, this amendment no. 2 to the report  has  been
signed  below  by  the following persons on  behalf  of  the
Registrant and in the capacities and on the dates indicated.


      Signature                 Title            Date
                                                
                                                
/s/ Dwight  A.         Chairman of the Board of  December
Steffensen             Directors, and  Chief     18, 1996
Dwight A. Steffensen   Executive Officer
                       (Principal Executive
                       Officer)
                                                
                                                
/s/ James Illson       Senior Vice               December
    James Illson       President_Finance,        18, 1996
                       Chief Financial
                       Officer, Assistant
                       Secretary and Director
                       (Principal Financial
                       Officer)
                                                
/s/ Bruce Zeedik       Corporate Controller      December
    Bruce Zeedik       (Principal Accounting     18, 1996
                       Officer)
                                                
/s/ Joseph Abrams      Director                  December
    Joseph Abrams                                18, 1996
                                                
/s/ Dr.  Arnold        Director                 December
    Miller                                      18, 1996
    Dr. Arnold Miller