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, 2001

                                       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 this
Form 10-K. [ ]

     As of April 25, 2002, 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 System was $9,738,278 (2,631,967 shares at a closing
price of $3.70).

     As of April 25, 2002, the Registrant had 7,823,675 shares of Common Stock
outstanding.

                       Documents Incorporated By Reference
                                      None

<PAGE>


                                    PART III


Item 10.  Directors and Executive Officers of the Registrant.

Directors

         The age, business experience, principal occupations and employment
during at least the last five years of each of the Company's directors are set
forth below.

         Albert J.  Fitzgibbons  III, 56. Mr.  Fitzgibbons has been a member of
the Board of Directors  since December 1997 as a Class I director,  and his term
extends  through  the  Company's  2004  annual  meeting  of  stockholders.   Mr.
Fitzgibbons  is  a  Partner  and  a  Director  of  Stonington   Partners,   Inc.
("Stonington"),  a position  that he has held since  1993,  and a Partner  and a
Director of  Stonington  Partners,  Inc., II  ("Stonington  II"). He served as a
Director of Merrill Lynch Capital Partners,  Inc. ("MLCP"), a private investment
firm associated with Merrill Lynch & Co.  ("ML&C"),  from 1988 to May 2001 and a
Consultant  to MLCP from 1994 to  December  2000.  He was a Partner of MLCP from
1993 to 1994 and  Executive  Vice  President  of MLCP  from  1988 to  1993.  Mr.
Fitzgibbons was also a Managing  Director of the Investment  Banking Division of
ML&C from 1978 to July 1994.

         Bradley J. Hoecker, 40. Mr. Hoecker has been a member of the Board of
Directors since December 1997 as a Class II director, and his term extends
through the Company's 2002 annual meeting of stockholders. Mr. Hoecker is a
Partner and Director of Stonington and a Partner and Director of Stonington II.
Prior to being named partner in 1997, Mr. Hoecker was a Principal of Stonington
since 1993. He was a Consultant to MLCP from 1994 to December 2000 and was an
Associate in the Investment Banking Division of MLCP from 1989 to 1993.

         Timothy N. Jenson,  43. Mr.  Jenson joined the Company in 1993 as Vice
President and Treasurer and was elected Senior Vice President - Finance in 1998.
Mr.  Jenson  became  Chief  Financial  Officer  in August  1998 and was  elected
Executive  Vice  President  in January  2001.  Mr.  Jenson was  appointed  Chief
Executive  Officer and President in April 2002.  Also in April 2002,  Mr. Jenson
was  elected  to the Board of  Directors  as a Class III  director,  with a term
extending  through the Company's 2003 annual meeting of stockholders.  From 1989
to 1993, Mr. Jenson served as Vice  President at Citicorp  North  America,  Inc.
where he provided financial services,  banking products and advisory services to
multinational companies, including the Company. Previously, Mr. Jenson served as
Vice President of Corporate Banking at Bank of America for five years.

         Dr. Arnold Miller, 73. Dr. Miller was elected to the Board of Directors
in August 1989 as a Class II director, and his term extends through the
Company's 2002 annual meeting of stockholders. Since its formation in 1987, he
has been President of Technology Strategy Group, a consulting firm organized to
assist businesses and government in the fields of corporate strategy
development, international technology transfer and joint ventures, as well as
business operations support. Prior to forming Technology Strategy Group, Dr.
Miller was employed at Xerox Corporation, a computer products and information
services company, for 14 years, where his most recent position was Corporate
Vice President with responsibility for worldwide electronics operations.

         Lawrence J.  Schoenberg,  69. Mr.  Schoenberg was elected to the Board
of Directors  following the  acquisition  by the Company of  Microamerica,  Inc.
("Microamerica") in April 1990. He is a Class I director,  with a term of office
extending  through  the  Company's  2004  annual  meeting of  stockholders.  Mr.
Schoenberg  had  previously  served as a director of  Microamerica  from 1983 to
April 1990.  From 1967 through 1990,  Mr.  Schoenberg  served as Chairman of the
Board and Chief Executive  Officer of AGS Computers,  Inc.  ("AGS"),  a computer
software  company.  From  January to December  1991,  Mr.  Schoenberg  served as
Chairman and as a member of the executive committee of the Board of Directors of
AGS. Mr.  Schoenberg  retired from AGS in 1992. He is also a director of Sungard
Data  Services,   Inc.,  Government  Technology  Services,   Inc.  and  Cellular
Technology Services, Inc.

<PAGE>


Executive Officers

         Executive officers of the Company serve at the discretion of the board
of directors. Set forth below is the age and a brief description of the business
experience for the previous five years of all executive officers except those
who are also directors.

         Traci Barnett, 42. Ms. Barnett joined the Company in April 2001 as its
Vice President, Sales and Marketing. From 2000 to 2001, Ms. Barnett was employed
by WhatZnew.com, an internet computer products reseller, as its Senior Vice
President of Sales. From 1992 to 2000, Ms. Barnett was employed by Ingram Micro
where she held various positions including Director, Sales and Director, Product
Management.

         Karen A.  Tallman,  45. Ms.  Tallman  joined the Company  June 1997 as
Vice President,  General Counsel and Secretary. Ms. Tallman was appointed Senior
Vice President in April 2001.  From 1992 to 1997, Ms. Tallman was employed by CB
Commercial  Real Estate  Group,  Inc.,  most  recently in the  positions of Vice
President, Secretary and Senior Counsel. Previously, Ms. Tallman was a corporate
attorney for nine years at the law firm of Skadden,  Arps, Slate, Meagher & Flom
LLP.

        Allyson Vanderford, 33. Ms. Vanderford joined the Company in April 1998
as manager of financial planning and analysis. In December 1999 she was promoted
to the position of Director of financial planning and analysis and in April
2001, she was appointed Vice President, Finance and Treasurer. From 1995 to
1998, Ms. Vanderford was employed by the auditing firm of Deloitte & Touche, LLP
where she held the positions of staff accountant and senior accountant. From
1992 to 1995, Ms. Vanderford was employed by the Company. During such time Ms.
Vanderford held various positions, including Senior Staff Accountant and General
Accounting Supervisor.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Exchange Act requires the Company's executive
officers and directors to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and to furnish the Company with
copies of all such reports they file. Based on its review of the copies of such
reports received by it and on written representations from such persons, the
Company believes that, during 2001, all filing requirements applicable to its
directors and executive officers were complied with, except Ms. Barnett
inadvertently failed to timely file a Form 4 reporting the purchase of 500
shares of Common Stock of the Company. In addition, Ms. Tallman inadvertently
failed to timely file a Form 5 reporting the purchase of 7,965 shares through
her 401(k) account, although her ownership of such shares had been previously
reported on a Form 4.


<PAGE>



Item 11.  Executive Compensation.

         Summary Compensation Table

        The following table sets forth the cash and non-cash compensation for
each of the last three fiscal years awarded to or earned by the persons who
served as Chief Executive Officer of the Company during 2001, the four other
most highly compensated executive officers of the Company in 2001 and one
executive officer of the Company for whom disclosure would have been provided
had he been an executive officer of the Company as of December 31, 2001.

<TABLE>
<CAPTION>
                                                                               Long Term
                                                                        Compensation Awards(1)         All Other
 Name and                                  Annual Compensation     Restricted Stock                   Compensation
 Principal Position            Year        Salary($) Bonus($)      Awards($)(2)   SARs/Options(#)        ($)(3)
 ------------------            ----        ------------------      ------------------------------        ------
<S>                          <C>          <C>        <C>                   <C>               <C>           <C>
 Timothy N. Jenson           2001         373,077    300,000(4)           -0-               -0-            70,100
   Chief Executive Officer,  2000(5)      298,076       125,000           -0-            10,000            12,367
   President and Assistant   1999         272,115           -0-           -0-               -0-             4,800
   Secretary

 Karen A. Tallman            2001         200,000       100,000           -0-               -0-             4,615
   Senior Vice President,    2000         196,153         3,110           -0-             1,000             5,100
   General Counsel and       1999         185,000         3,399        16,875               -0-             4,800
   Secretary


 Ranny Thompson (6)          2001         137,923        30,000           -0-               -0-             4,545
   Vice President,           2000         133,480        10,939           -0-             1,000             4,332
   Administration and        1999         113,831        10,008           -0-               -0-             3,715
   Operations

 Allyson Vanderford          2001         114,230        25,000           -0-               -0-             2,515
   Vice President,           2000          96,694        45,000           -0-             1,000             4,250
   Finance and Treasurer     1999          74,615         8,032           -0-               -0-             2,479


 Mary C. West (6)            2001         215,000       100,000           -0-               -0-             4,381
   Senior Vice President,    2000         213,846         6,700           -0-             2,500             5,100
   Information Technology    1999         199,230        32,726        25,312               -0-             4,800


 David G. Sadler             2001(7)      179,716       400,000           -0-               -0-            38,713
   Former Chief Executive    2000(7)      242,307       100,000           -0-            30,000             5,100
   Officer, Chief Operating  1999             -0-           -0-           -0-               -0-               -0-
   Officer and President


 James R. Stephens           2001(6)                    100,000           -0-               -0-           124,460
   President, U.S.           2000     123,076             5,741           -0-             5,000             5,100
 Distribution                1999         208,653         6,703        42,187               -0-             4,800
                                          169,615

</TABLE>

(1) The amounts listed reflect a one-for-ten reverse stock split that was
effective on February 14, 2001.

(2)  On August 18, 1999 the Board of Directors approved an award of restricted
     stock units to certain individuals. Such restricted stock units vest on
     August 17, 2002 or earlier if certain financial targets are achieved. The
     amounts listed for 1999 represent the value of restricted stock units at
     the date of grant. The aggregate number and value of the restricted stock
     units held by the above named individuals as of December 31, 2001 was as
     follows: Karen A. Tallman - 1,000 ($1,650); and Mary C. West - 2,500
     ($4,125).

(3)  Includes amounts contributed by the Company to the Company's 401(k) plan as
     follows: Mr. Jenson - $5,100 in 2001 and 2000, and $4,800 in 1999; Ms.
     Tallman - $4,615 in 2001, $5,100 in 2000, and $4,800 in 1999; Ms. Thompson
     - $4,545 in 2001, $4,332 in 2002 and $3,715 in 1999; Ms. Vanderford -
     $2,515 in 2001, $4,250 in 2000 and $2,479 in 1999; Ms. West - $4,381 in

<PAGE>

     2001, $5,100 in 2000, and $4,800 in 1999; Mr. Sadler - $5,100 in 2001 and
     2000; and Mr. Stephens - $4,615 in 2001, $5,100 in 2000, and $4,800 in
     1999. For Messrs. Sadler and Stephens, the amounts for 2001 also include
     severance compensation, including payment for accrued vacation, paid
     following the termination of their employment. For Mr. Jenson, the amount
     for 2001 also includes the forgiveness of a loan used to purchase shares of
     the Company's common stock and the amount for 2000 also includes imputed
     interest of $7,267 related to that loan. See "Item 13. Certain
     Relationships and Related Transactions."

(4)  Does not include bonus  compensation  payable  pursuant to a retention
     agreement  entered into as of April 1, 2001 between Mr. Jenson and the
     Company,  $661,590 of which was  payable to Mr.  Jenson in January  2002.
     See  "Employment  and Change of Control Arrangements" below.

(5)  Mr. Jenson was appointed Chief Executive Officer and President April 1,
     2001.

(6)  Ms. Thompson's employment terminated in March 2002, Ms. West's employment
     terminated in April 2002 and Mr. Mr. Stephens'employment terminated in July
     2001.

(7)  The employment of Mr. Sadler commenced on July 17, 2000 and continued
     through March 31, 2001.

Options in 2001

         The following table summarizes stock option exercises during 2001 to or
by the persons named under "Summary Compensation Table" above and the value of
the options held by such persons at the end of 2001. The amounts listed in such
tables reflect a one-for-ten reverse stock split that was effective on April 14,
2001.
<TABLE>
<CAPTION>

                       Aggregated Option Exercises in 2001
                      and Value of Options at 2001 Year End

                                                  Number of Securities                 Value of Unexercised
                              Shares             Underlying Unexercised               In-the-Money Options at
                            Acquired on      Options at Fiscal Year End (#)           Fiscal Year End ($)(1)
                                                                                      ----------------------
           Name            Exercise (#)     Exercisable        Unexercisable       Exercisable     Unexercisable
           ----            ------------     -----------        -------------       -----------     -------------
<S>                              <C>            <C>                  <C>                <C>             <C>
Timothy N. Jenson........       -0-             17,500               7,500              ---              ---
Karen A. Tallman.........       -0-             15,250                 750              ---              ---
Ranny Thompson...........       -0-              4,250                 750              ---              ---
Allyson Vanderford.......       -0-                ---                 ---              ---              ---
Mary C. West.............       -0-             10,625               1,875              ---              ---
David G. Sadler..........       -0-             30,000                 ---              ---              ---
James R. Stephens........       -0-                ---                 ---              ---              ---
----------

</TABLE>
(1)  The fair market value of the Common Stock as of December 31, 2001 was 1.65.
     No unexercised options had an exercise price less than such value.

Compensation Committee Interlocks and Insider Participation

        The members of the Compensation Committee of the Board of Directors,
who are appointed by the Board of Directors,  are Messrs.
Fitzgibbons and Schoenberg and Dr. Miller.

Director Compensation

         Each nonemployee director is entitled to receive an annual retainer fee
of $24,000, $1,000 for each Board of Directors meeting attended ($500 for
meetings held telephonically), $1,000 quarterly for acting as the chairman of a
committee of the Board of Directors, and $500 for each committee meeting
attended plus reimbursement for travel expenses incurred in attending Board of
Directors and committee meetings. Messrs. Fitzgibbons and Hoecker have waived
their rights to receive any compensation for services as directors other than
reimbursement of travel expenses. During 2001, Dr. Miller also received $42,000
in fees for consulting services.
<PAGE>

         The Company's 1992 Stock Option Plan for Nonemployee Directors (the
"Nonemployee Director Plan") provides for annual grants of nonqualified stock
options to purchase 1,000 shares of Common Stock to each member of the Company's
Board of Directors who is not otherwise an employee or officer of the Company or
any subsidiary of the Company. No stock options were granted under the
Nonemployee Director Plan during 1997 or 1998 and in March 1998, the Board of
Directors voted to suspend the Plan. Beginning in 1998, nonemployee directors
were able to elect on an annual basis to take up to 25 percent of their annual
retainer fee in shares of Common Stock in lieu of cash, based on the market
price of the Common Stock on the first day of the quarter following each annual
meeting of stockholders.

Employment and Change of Control Arrangements

        The Company has entered into a retention agreement with Mr. Jenson,
effective as of April 1, 2001. Pursuant to this retention agreement, Mr. Jenson
will serve as the Chief Executive Officer and President of the Company with an
annual base salary of $400,000. In addition, the retention agreement provides
that Mr. Jenson will be entitled to certain bonus payments based upon the
achievement of specified objectives that relate to the generation of cash. The
Company will have no obligation to retain or continue Mr. Jenson as an employee
and his employment status as an "at-will" employee of the Company is not
affected by the retention agreement. If Mr. Jenson's employment with the Company
is terminated for any reason other than as a result of (i) termination for Cause
(as defined in the agreement), (ii) death or permanent disability, or (iii) Mr.
Jenson's resignation without Good Reason (as defined in the agreement), the
Company will pay Mr. Jenson a lump sum payment equal to his annual base salary
and an amount equal to any unpaid bonuses and the Company will reimburse Mr.
Jenson for the cost of his COBRA payments for one year following the termination
of his employment.

        In August 2000, the Company entered into a bonus agreement that provided
for the payment of the following bonuses to Mr. Jenson, provided that Mr. Jenson
was an employee of the Company at the time such amounts were payable or in the
event Mr. Jenson's employment terminated except under the circumstances
described in the preceding paragraph: $100,000 upon completion of the sale or
accounts receivable refinancing of the Company's Merisel Open Computing Alliance
business; $100,000 upon completion of the sale, restructuring and/or winding
down in all material respects of the Company's U.S. distribution business; and
$50,000 upon achievement of quarterly profitability for the Company's Canadian
distribution business or upon completion of the sale and/or winding down in all
material respects of that business. Mr. Jenson has received aggregate payments
of $200,000 under the bonus agreement, which has been superseded by the
retention agreement described above.

        In August 2000, the Company entered into a retention agreement with Ms.
Tallman which provides that if Ms. Tallman's employment is terminated other than
as a result of (i) "Termination for Cause" (as defined in the agreement), (ii)
her death or permanent disability or (iii) her resignation without "Good Reason"
(as defined in the agreement), the Company will pay Ms. Tallman severance in an
amount equal to one times Ms. Tallman's annual base salary, to be paid over a
period of 52 weeks in accordance with the Company's standard payroll practices.
If such amount is payable, the retention agreement requires the Company to pay
Ms. Tallman any unpaid bonuses provided for in the agreement and to reimburse
Ms. Tallman for the cost of her COBRA payments for one year following the
termination of her employment. The agreement also provides for the payment of a
$50,000 bonus to Ms. Tallman upon completion of the sale of the Company's
Merisel Open Computing Alliance business and a $50,000 bonus upon the completion
of the sale, restructuring and/or winding down in all material respects of the
Company's U.S. distribution business, which amounts have been paid to
Ms.Tallman.

        In September 2000, the Company entered into a severance agreement with
Ms. Thompson, which provides that if Ms. Thompson's employment is terminated
other than as a result of (i) "Termination for Cause" (as defined in the
agreement), (ii) her death or permanent disability or (iii) her resignation
without "Good Reason" (as defined in the agreement), the Company will pay Ms.
Thompson base severance and enhanced severance, as determined under the
Company's severance policy. If such amount is payable, the severance agreement
requires the Company to pay Ms. Thompson any unpaid bonuses provided for in the
agreement and to reimburse Ms. Thompson for the cost of her COBRA payments for
the period during which she is entitled to such severance payments. The
agreement also provides for the payment of a $10,000 bonus to Ms. Thompson upon
the completion of each the following activities: (i) the sale, restructuring
and/or winding down in all material respects of the Company's U.S distribution
business; (ii) the sale or accounts receivable refinancing of the Company's
Merisel Open Computing Alliance business; and (iii) upon achievement of
quarterly profitability for the Company's Canadian distribution business or upon
completion of the sale and/or winding down in all material respects of that
business, which amounts have been paid to Ms. Thompson. As a result of Ms.
Thompson's termination of employment, the Company is obligated to make such
severance payments.
<PAGE>

        In September 2000, the Company entered into a retention agreement with
Ms. West, which provides that if Ms. West's employment is terminated other than
as a result of (i) "Termination for Cause" (as defined in the agreement), (ii)
her death or permanent disability or (iii) her resignation without "Good Reason"
(as defined in the agreement), the Company will pay Ms. West severance in an
amount equal to one times Ms. West's annual base salary, to be paid over a
period of 52 weeks in accordance with the Company's standard payroll practices.
If such amount is payable, the retention agreement requires the Company to pay
Ms. West for any unpaid bonus provided for in the agreement and to reimburse Ms.
West for the cost of her COBRA payments for one year following the termination
of her employment. The agreement also provides for the payment of a $100,000
bonus to Ms. West upon the earlier of (i) the date on which to Company ceases
providing services to Midrange Open Computing Alliance, Inc. (formerly Merisel
Open Computing Alliance, Inc.) and (ii) June 1, 2001, which amount has been paid
to Ms. West. As a result of Ms. West's termination of employment, the Company is
obligated to make such severance payments.

        In August 2000, the Board of Directors of the Company approved the terms
of Mr. Sadler's compensation, which included base salary of $300,000 for six
months of employment and a bonus potential of $300,000 if certain conditions
were met, $100,000 of which was guaranteed. Additionally, Mr. Sadler received a
signing bonus of $100,000 upon the commencement of his employment by the
Company.

        In August 2000, the Company entered into a retention agreement with Mr.
Stephens, which provides that if Mr. Stephens' employment is terminated other
than as a result of (i) "Termination for Cause" (as defined in the agreement),
(ii) his death or permanent disability or (iii) his resignation without "Good
Reason" (as defined in the agreement), the Company will pay Mr. Stephens
severance in an amount equal to one times Mr. Stephens' annual base salary, to
be paid over a period of 52 weeks in accordance with the Company's standard
payroll practices. If such amount is payable, the retention agreement requires
the Company to pay Mr. Stephens any unpaid bonus provided for in the agreement
and to reimburse Mr. Stephens for the cost of his COBRA payments for one year
following termination of his employment. The agreement also provides for the
payment of a $100,000 bonus to Mr. Stephens upon completion of the sale,
restructuring and/or winding down in all material respects of the Company's U.S.
distribution business, which amount has been paid to Mr. Stephens. As a result
of Mr. Stephen's termination of employment by the Company, the Company is
obligated to make such severance payments.


<PAGE>



Item 12.  Security Ownership of Certain Beneficial Owners and Management.

Ownership of Common Stock

         The following table sets forth as of April 19, 2002 certain information
regarding beneficial ownership of the Company's Common Stock by each stockholder
known by the Company to be the beneficial owner of 5% or more of the outstanding
Common Stock as of such date, each director, each executive officer and former
executive officer of the Company named above under the caption "Item 11.
Executive Compensation - Summary Compensation Table," and all directors and
executive officers (including such former executive officers) as a group. Unless
otherwise indicated, the stockholders have sole voting and investment power with
respect to shares beneficially owned by them, subject to community property
laws, where applicable.
<TABLE>
<CAPTION>

Name and Address                                 Amount and Nature of      Percent of
----------------                                 Beneficial Ownership     Shares Owned

<S>                                                           <C>             <C>
Albert J. Fitzgibbons III...................                 -0-  (1)           *
Bradley J. Hoecker..........................                 -0-  (1)           *
Timothy N. Jenson...........................             127,250  (2)(3)       1.63%
Dr. Arnold Miller...........................                 700  (4)           *
Phoenix Acquisition Company II, L.L.C.......           6,005,461  (5)(6)      68.15%
 767 5th Avenue, 48th Floor
 New York, New York 10153
Lawrence J. Schoenberg.........................           36,558  (4)           *
Karen A. Tallman.................................         43,468  (2)(7)(8)     *
Ranny Thompson.................................            6,846  (2)(9)        *
Allyson Vanderford..............................           2,352  (2)           *
Mary C. West......................................        14,238  (2)(10)       *
David G. Sadler...................................        31,440  (2)(11)       *
James R.Stephens.................................          5,418  (2)           *
All Directors and Executive Officers..............       268,770  (2)(12)      3.40%
  as a Group (12 Persons)

</TABLE>

*Less than 1%
(1)  Each of Messrs. Fitzgibbons and Hoecker is a director or partner of certain
     affiliates of Phoenix Acquisition Company II, L.L.C. ("Phoenix") and,
     therefore, may be deemed to beneficially own the 6,005,461 shares of Common
     Stock beneficially owned by Phoenix. Each of Messrs. Fitzgibbons and
     Hoecker disclaims such beneficial ownership. The address of each of Messrs.
     Fitzgibbons and Hoecker is the same as that given for Phoenix.
(2)  Includes  shares held in the  Company's  401(k) plan for the  accounts of
     the  following  individuals:  Mr.  Jenson-5,990;  Ms. Tallman-12,968;  Ms.
     Thompson-2,346;  Ms.  Vanderford-2,352;  Ms.  West-2,988;  Mr.
     Sadler-1,440;  and Mr.  Stephens-4,267.  The administrative committee of
     the Company's 401(k) plan directs the voting of shares held in the plan.
(3)  Includes 20,000 shares issuable with respect to stock options exercisable
     within 60 days after April 15, 2002 and 101,260 shares for which Mr. Jenson
     shares voting and investment power with his spouse.
(4)  Includes 500 shares issuable with respect to stock options exercisable
     within 60 days after April 15, 2002. (5) Includes 1,005,461 shares of
     Common Stock into which the Convertible Preferred Stock beneficially owned
     by Phoenix is convertible within 60 days after April 15, 2002.
(6)  All information  regarding share ownership (except for (5) above) is taken
     from and furnished in reliance upon the Schedule 13D filed by Phoenix
     pursuant to Section 13(d) of the Securities  Exchange Act of 1934.
     Stonington  Capital  Appreciation  1994 Fund, L.P. (the "Fund") is the sole
     member of Phoenix.  Stonington Partners,  L.P. ("Stonington LP") is the
     general partner of the Fund, and Stonington  Partners,  Inc. II
     ("Stonington  II") is the general partner of Stonington LP. The Fund is
     managed by Stonington.  The  following  individuals  are the  directors
     and/or  officers of  Stonington  and  Stonington  II and have  shared
     voting and dispositive  powers with  respect to the Common  Stock held by
     Phoenix:  Alexis P.  Michas;  James J. Burke,  Jr.;  Robert F. End; Albert
     J. Fitzgibbons  III; Bradley J. Hoecker;  and Shyam H. Gidumal.  Stonington
     LP,  Stonington II,  Stonington and each of the directors and officers of
     Stonington II and Stonington disclaim beneficial ownership of these shares.
<PAGE>
(7)  Amount listed does not include shares of restricted stock units awarded to
     the following  executives in the following  amounts: Ms.  Tallman-1,000;
     and Ms. West-2,500.  Such restricted stock units become fully vested on
     August 17, 2002 or earlier if certain financial performance targets are
     achieved.
(8)  Includes 15,500 shares issuable with respect to stock options exercisable
     within 60 days after April 15, 2002.
(9)  Includes 4,500 shares issuable with respect to stock options exercisable
     within 60 days after April 15, 2002.
(10) Includes 11,250 shares issuable with respect to stock options exercisable
     within 60 days after April 15, 2002.
(11) Includes 30,000 shares issuable with respect to stock options exercisable
     within 60 days after April 15, 2002.
(12) Includes 154,168 shares issuable with respect to stock options exercisable
     within 60 days after April 15, 2002.

Item 13.  Certain Relationships and Related Transactions.

         Merisel has entered into Indemnity Agreements with some of its
directors and executive officers, which agreements require Merisel, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors, officers, employees or agents of
Merisel (other than liabilities arising from conduct in bad faith or which is
knowingly fraudulent or deliberately dishonest), and, under certain
circumstances, to advance their expenses incurred as a result of proceedings
brought against them.

        In 1999, the Company made an interest-free loan to Mr. Jenson in the
amount of $65,000 for the sole purpose of purchasing shares of the Company's
common stock. The terms of the loan provided for the entire principal amount to
be forgiven on the earlier of (i) the date the Company released its earnings for
fiscal year 1999, provided that the Company's pre-tax net income equaled at
least a specified amount, and (ii) March 2, 2001. The terms of the loan also
provided for the entire principal amount to be forgiven upon termination of Mr.
Jenson's employment by the Company other than as a result of termination for
cause or resignation by Mr. Jenson without good reason (each as defined in the
severance agreement between the Company and Mr. Jenson). The loan was forgiven
on March 2, 2001 in accordance with its terms.





<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. 1 to report to be signed
on its behalf by the undersigned, thereunto duly authorized.

Date: April 26, 2002            MERISEL, INC.



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



<PAGE>



                                  EXHIBIT INDEX


3.1      Restated  Certificate  of  Incorporation  of Merisel,  Inc.,  filed as
         an exhibit to the Form S-1  Registration  Statement  of
         Softsel Computer Products, Inc., No. 33-23700.**

3.2      Amendment to  Certificate  of  Incorporation  of Merisel,  Inc.  dated
         August 22, 1990,  filed as exhibit 3.2 to the Company's Quarterly
         Report on Form 10-Q for the quarter ended September 30, 1990.**

3.3      Amendment to Certificate of Incorporation of Merisel,  Inc. dated
         December 19, 1997, filed as Annex I to the Company's Schedule
         14A dated October 6, 1997.**

3.4      Certificate of Amendment to the Restated Certificate of Incorporation
         of Merisel, Inc. dated February 13, 2001.

3.5      Bylaws,  as amended,  of Merisel,  Inc,  filed as exhibit 3.1 to the
         Company's  Quarterly  Report on Form 10-Q for the quarter
         ended June 30, 1991.**

4.1      Certificate of Designation of Convertible  Preferred Stock of Merisel,
         Inc.,  filed as exhibit 99.2 to the Company's  Current
         Report on Form 8-K dated June 9, 2000.**

*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,  filed as exhibits 4.4, 4.5
         and 4.6,  respectively 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.**

*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,  filed as exhibit 10.1 to the  Company's
         Quarterly Report on Form 10-Q for the quarter ended June 30, 1991.**

*10.3    Amendment to the 1991 Employee Stock Option Plan of Merisel, Inc. dated
         January 16, 1997, filed as exhibit 10.67 to the Company's Annual Report
         on Form 10-K for the year ended December 31, 1996.**

*10.4    Merisel,  Inc. 1992 Stock Option Plan for Nonemployee  Directors,
         filed as exhibit 10.1 to the Company's  Quarterly Report on
         Form 10-Q for the quarter ended June 30, 1992.**

*10.5    Merisel, Inc. 1997 Stock Award and Incentive Plan, filed as Annex II to
         the Company's Schedule 14A dated October 6, 1997.**

*10.6    Form of Nonqualified Stock Option Agreement under the Merisel, Inc.
         1997 Stock Award and Incentive Plan, filed as exhibit 10.7 to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         1997.**

*10.7    Form of Restricted Stock Unit Agreement under the Merisel, Inc. 1997
         Stock Award and Incentive Plan, filed as exhibit 10.8 to the Company's
         Annual Report on Form 10-K for the year ended January 1, 2000.**

*10.8    Deferred  Compensation  Agreement between Merisel,  Inc. and Timothy N.
         Jenson dated September 18, 2001, filed as exhibit 10.1  to the
         Company's Quarterly Report on Form 10-Q for the period ended September
         31, 2001. **

*10.9    Amendment to Deferred Compensation Agreement between Merisel, Inc. and
         Timothy N. Jenson dated December 18, 2001.

*10.10   Retention  Agreement dated as of April 1, 2001 between Merisel,  Inc.,
         Merisel Americas,  Inc. and Timothy N. Jenson,  filed as
         exhibit 10.24 to the Company's Annual Report on Form 10-K for the
         period ended December 31, 2000.

*10.11   Promissory  Note dated March 17, 1999 between  Timothy N. Jenson and
         Merisel,  Inc.,  filed as exhibit 10.5 to the  Company's
         Quarterly Report on Form 10-Q for the period ended March 30, 1999.**

*10.12   Bonus Agreement dated as of August 10, 2000 between Merisel Americas,
         Inc. and Timothy N. Jenson, filed as exhibit 10.3 to the Company's
         Quarterly Report on Form 10-Q for the quarter ended September 30,
         2000.**

*10.13   Change of Control  Agreement dated as of August 18, 1999 between
         Merisel, Inc.,  Merisel  Americas,  Inc. and Karen A. Tallman,
         filed as exhibit 10.3 to the Company's Quarterly Report on Form 10-Q
         for the quarter ended September 30, 1999.**

*10.14   Retention Agreement dated August 10, 2000 between Merisel Americas,
         Inc. and Karen Tallman, filed as exhibit 10.4 to the Company's
         Quarterly Report on Form 10-Q for the quarter ended September 30,
         2000.**

*10.15   Change of Control Agreement dated as of April 27, 2000 between Merisel,
         Inc., Merisel Americas,  Inc. and Allyson Vanderford,
         filed as exhibit 10.32 to the Company's Annual Report on Form 10-K for
         the year ended December 31, 2000. **

*10.16   Severance Agreement dated as of December 21, 2000 between Merisel
         Americas, Inc. and Allyson Vanderford, filed as exhibit 10.33 to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         2000. **

 10.17   Registration Rights Agreement, dated September 19, 1997, by and among
         Merisel, Inc., Merisel Americas, Inc. and Phoenix
         Acquisition Company II, L.L.C, filed as exhibit 99.4 to the Company's
         Current Report on Form 8-K, dated September 19, 1997.**

*10.18   Severance Agreement dated September 29, 2000 between Merisel Americas,
         Inc. and Ranny Thompson.

*10.19   Retention Agreement dated September 27, 2000 between Merisel Americas,
         Inc. and Mary West.

21       Subsidiaries  of the Registrant,  filed as exhibit 21 to the Company's
         Annual Report on Form 10-K for the year ended December 31, 2001. **

23       Consent of Deloitte & Touche LLP,  Independent  Accountants,  filed as
         exhibit 23 to the Company's  Annual Report on Form 10-K
         for the year ended December 31, 2001. **

--------
*Management contract or executive compensation plan or arrangement.
**Incorporated by reference.