Exhibit 3.4
                            CERTIFICATE OF AMENDMENT
                                     TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                  MERISEL, INC.

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


                     Pursuant to Sections 222 and 242 of the
                General Corporation Law of the State of Delaware

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


                  Merisel, Inc., a Delaware corporation (the "Corporation"),
DOES HEREBY CERTIFY:

                  FIRST: That the Board of Directors of the Corporation adopted
resolutions proposing and declaring advisable that Article IV of the
Corporation's Restated Certificate of Incorporation is hereby amended to read in
its entirety as set forth below:

                                       "IV
                           The corporation is authorized to issue a total of
                  151,000,000 shares of stock which shall be divided into two
                  classes of shares designated "Common Stock" and Preferred
                  Stock," respectively. The number of shares of Common Stock
                  authorized to be issued is 150,000,000 shares with a par value
                  of $.01 per share, and the number of shares of Preferred Stock
                  authorized to be issued is 1,000,000 shares with a par value
                  of $.01 per share.

                           At the time this amendment becomes effective, and
                  without further action on the part of the Corporation or its
                  stockholders, each ten shares of Common Stock, par value $.01
                  per share, then issued and outstanding shall be changed and
                  reclassified into one fully paid and nonassessable share of
                  Common Stock, par value $.01 per share. The capital account of
                  the Corporation shall not be increased or decreased by such
                  change and reclassification. To reflect the said change and
                  reclassification, each certificate representing shares of
                  Common Stock, par value $.01 per share, therefore issued and
<PAGE>
                  outstanding, shall represent one-tenth the number of shares of
                  Common Stock with a par value of $.01 per share, issued and
                  outstanding after such change and reclassification; and the
                  holder of record of each ten shares of Common Stock with a par
                  value of $.01 per share will have or be entitled a certificate
                  representing one share of Common Stock with par value $.01 per
                  share of the kind authorized by the Charter Amendment. All
                  fractional shares resulting from the Reverse Stock Split shall
                  be aggregated and sold by the Corporation, with the proceeds
                  to be distributed to the holders in proportion to the amount
                  of fractional shares of Common Stock, par value $.01 per
                  share, such holders would otherwise be entitled to receive.

                           The Board of Directors (the "Board") is authorized to
                  determine the number of series into which shares of Preferred
                  Stock may be divided, and the Board is authorized to determine
                  the rights, preferences, privileges and restrictions granted
                  to or imposed upon the Preferred Stock or any series thereof
                  or any holders thereof, to determine and alter the rights,
                  preferences, privileges and restrictions granted to or imposed
                  upon any wholly unissued series of Preferred Stock or the
                  holders thereof, to fix the number of shares constituting any
                  series prior to the issue of shares of that series, and to
                  increase or decrease, within the limits stated in any
                  resolution or resolutions of the Board originally fixing the
                  number of shares constituting any series (but not below the
                  number of shares of such series then outstanding), the number
                  of shares of any such series subsequent to the issues of
                  shares of that series."

                  SECOND: That pursuant to a resolution of the Board, a special
meeting of the stockholders of the Corporation was duly called and held, upon
notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware, at which meeting the necessary number of shares as required
by statute were voted in favor of the foregoing amendment.

                  THIRD:  That the foregoing amendment was duly adopted in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.

                  FOURTH:  The effective time of this amendment shall be 5:00 pm
 Eastern Standard Time on the date hereof.


<PAGE>


                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Amendment to be executed in its corporate name this 13th day of
February, 2001.



                              MERISEL, INC.



                              By:  /s/ Timothy N. Jenson
                                 --------------------------------
                                 Timothy N. Jenson
                                 Executive Vice President and
                                 Chief Financial Officer