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, 2000

                                       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 11, 2001, 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 $3,644,512 (2,892,470 shares at a closing
price of $1.26).

     As of April 11, 2001, the Registrant had 8,030,882 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, 55. 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  2001  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 has also been a
Director of Merrill Lynch Capital Partners,  Inc. ("MLCP"), a private investment
firm associated with Merrill Lynch & Co.  ("ML&C"),  since 1988 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,  39. 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.  Mr.
Hoecker is also a director of Packard BioScience Company.

         Timothy N. Jenson,  42. 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  2000.  Mr.  Jenson was  appointed  Chief
Executive  Officer and President in April 2001.  Also in April 2001,  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.
Previously,  Mr. Jenson served as Vice President of Corporate Banking at Bank of
America.

         Dr. Arnold Miller, 72. 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.

         David G. Sadler,  62. Mr.  Sadler was elected to the Board of Directors
in August 2000 as a Class III director,  with a term of office extending through
the Company's  2003 annual meeting of  stockholders.  Mr. Sadler served as Chief
Executive  Officer,  Chief  Operating  Officer and President of the Company from
August 2000 through March 2001.  From 1995 to January 2000, Mr. Sadler served as
Chairman and Chief Executive  Officer of Rowe  International  Holdings,  Inc., a
manufacturing  company,  and from 1989 to 1995 Mr. Sadler served as President of
Asset Management International.

         Lawrence J.  Schoenberg,  68. 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  2001  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.

        Jeffrey D. Hansen,  31. Mr. Hansen was appointed  President of Optisel,
Inc. in February 2001.  From November 2000 to February 2001, Mr. Hansen held the
office of Senior Vice President,  Sales, Operations, and Business Development of
Optisel.  From June 1999 to  November  2000,  Mr.  Hansen was  employed by Value
America where he held the positions of Senior Vice President, Strategic Planning
and Business Development and, Vice President, Commercial Merchandising. From May
1996 to June 1999, Mr. Hansen worked for MicroAge, Inc., a multinational systems
integrator,  and for its subsidiary,  Pinacor, Inc., a distributor of technology
products,  where he held various  director and vice president level positions in
the product management and product marketing departments.

         Mitchell Martin,  36. Mr. Martin joined Merisel Canada Inc.  ("Merisel
Canada") in 1989.  Mr. Martin was elected  President of Merisel Canada in August
2000.  From January 2000 to August 2000,  Mr. Martin held the position of Senior
Vice  President,  Products and  Inventory.  From July 1995 to December 1999, Mr.
Martin held the position of Vice President - Products of Merisel Canada.

         James R.  Stephens,  45. Mr.  Stephens  joined the  Company in February
1984. Mr. Stephens was elected  President,  U.S.  Distribution in November 2000.
From March 1998 to  November  2000,  he served as Senior Vice  President,  North
American  Operations  and  from  May  1990 to  March  1998,  he  served  as Vice
President, Distribution.

         Karen A.  Tallman,  44. 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, 32.  Ms. Vanderford joined the Company in April 1998
as Manager,  Financial Planning and Analysis.  In December 1999 she was promoted
to the position of Director, Financial Planning and Analysis, and in April 2001,
she was appointed Vice  President,  Finance.  From September 1995 to April 1998,
Ms. Vanderford was employed by the auditing firm of Deloitte & Touche, LLP.
From August 1992 to August 1995, Ms. Vanderford held various positions in
Merisel's accounting department.

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 2000, all filing  requirements  applicable to its
directors and executive  officers were complied with, except Mr. Fitzgibbons and
Mr. Hoecker  inadvertently  failed to timely file Form 4s reporting the purchase
by Phoenix  Acquisition  Company II of 150,000 shares of  Convertible  Preferred
Stock of the Company.

<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 Company's  Chief
Executive Officer, the four other most highly compensated  executive officers of
the  Company in 2000 and one former  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, 2000.

<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            2000(4)      298,076     125,000             -0-            10,000             5,100
Chief Executive              1999         272,115         -0-             -0-               -0-             4,800
Officer,                     1998         199,423      70,625             -0-               -0-             4,800
President and
Assistant
Secretary

Mitchell P. Martin           2000         188,702       3,871             -0-             5,000               -0-
President, Merisel Canada    1999          87,719      19,500          25,312               -0-               -0-
Inc.                         1998          77,090      42,085             -0-               -0-               -0-

James R. Stephens            2000         208,653       5,741             -0-             5,000             5,100
President, U.S. Distribution 1999         169,615       6,703          42,187               -0-             4,800
                             1998         161,145      44,125             -0-               -0-             4,800

Karen A. Tallman             2000         196,153       3,110             -0-             1,000             5,100
Senior Vice                  1999         185,000       3,399          16,875               -0-             4,800
President,                   1998         160,000      35,000             -0-               -0-             4,800
General Counsel
and
Secretary

David G. Sadler              2000(5)      242,307     100,000             -0-            30,000             5,100
Former Chief                 1999             -0-         -0-             -0-               -0-               -0-
Executive Officer,           1998             -0-         -0-             -0-               -0-               -0-
Chief Operating
Officer and President

Dwight A. Steffensen         2000(6)      440,903         -0-             -0-            22,500           402,620
Former Chairman of the       1999         505,000         -0-             -0-               -0-             2,478
Board of Directors, Chief    1998         505,000     378,750             -0-               -0-         1,802,365
Executive Officer and
President
</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, 2000 was as
     follows: Mitchell P. Martin-1,500 ($2,343); James R. Stephens-2,500
     ($3,905); and Karen A. Tallman-1,000 ($1,562).

(3)  Includes premiums paid by the Company on behalf of Mr. Steffensen for term
     life insurance coverage pursuant to his employment agreement with the
     Company as follows: $2,620 in 2000, $2,478 in 1999 and $2,365 in 1998.
     Includes amounts contributed by the Company to the Company's 401(k) plan as
     follows: Mr. Jenson - $5,100 in 2000, $4,800 in 1999, and $4,800 in 1998;
     Mr. Stephens - $5,100 in 2000, $4,800 in 1999, and $4,800 in 1998; Ms.
     Tallman - $5,100 in 2000, $4,800 in 1999, and $2,815 in 1998; and Mr.
     Sadler - $5,100 in 2000. For Mr. Steffensen, the amount listed for 1998
     includes payment of $1,800,000 to Mr. Steffensen pursuant to the terms of
     his employment agreement with the Company, which amounts were payable by
     reason of the change of control that occurred in December 1997, and the
     amount listed for 2000 includes payment of $400,000 to Mr. Steffensen
     pursuant to the terms of his agreement entered into with the Company in
     connection with the termination of his employment.


<PAGE>


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

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

(6) Mr. Steffensen's employment was terminated in August 2000 but he remained on
    the Company's payroll until October 31, 2000.

Options in 2000

     The following tables summarize stock option grants and exercises during
2000 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 2000. The amounts listed
in such tables reflect a one-for-ten reverse stock split that was effective on
February 14, 2001.

<TABLE>
<CAPTION>
                                           Stock Option Grants in 2000
                                                   Individual Grants
                                ---------------------------------------------------------

                                   Number of      Percent of                             Potential Realizable Value
                                   Securities    Total Options                           at Assumed Annual Rates of
                                   Underlying     Granted to    Per Share               Stock Price Appreciation for
                                    Options        Employees     Exercise   Expiration       Option Term($)(2)
              Name               Granted(#)(1)    in 2000(%)     Price($)      Date             5%($) 10%($)
        ---------------         --------------  --------------- ----------- ----------- ---------------------------
<S>                                  <C>             <C>          <C>         <C>          <C>           <C>
Timothy N. Jenson...............     10,000          5.87         22.18       3/01/10      139,512       343,568
Mitchell P. Martin..............     5,000           2.94         22.18       3/01/10      69,756        171,784
James R. Stephens...............     5,000           2.94         22.18       3/01/10      69,756        171,784
Karen A. Tallman................     1,000            .59         22.18       3/01/10      13,951        34,356
David G. Sadler.................     30,000          17.61        17.50       8/09/05     -273,806      -207,858
Dwight A. Steffensen............     22,500          13.21        22.18       3/01/10      313,902       773,028
</TABLE>

(1)  The options become vested and exercisable annually in increments of 25
     percent on the anniversary of the grant date with the exception of the
     shares granted to Mr. Sadler, which were 100 percent vested and exercisable
     on the date of grant.

(2)  Potential realizable value is determined by taking the market value per
     share on the date of grant and applying the stated annual appreciation rate
     compounded annually for the remaining term of the option, subtracting the
     exercise price at the end of that period and multiplying that number by the
     number of options granted. Actual gains, if any, recognized by a named
     executive officer are dependent on the future performance of the Common
     Stock and on overall market conditions. There can be no assurance that the
     potential realizable values reflected in this table will be achieved.
<TABLE>
<CAPTION>

                       Aggregated Option Exercises in 2000
                      and Value of Options at 2000 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-             15,000              10,000              ---              ---
Mitchell P. Martin.......       -0-              7,000               6,500              ---              ---
James R. Stephens........       -0-             15,499               7,500              ---              ---
Karen A. Tallman.........       -0-             13,125               3,875              ---              ---
David G. Sadler..........       -0-             30,000                 ---              ---              ---
Dwight A. Steffensen.....       -0-             80,000                 ---              ---              ---
----------
</TABLE>

(1)  The fair market value of the Common Stock as of December 29, 2000 was
     $1.562. No unexercised options had an exercise price less than such value.


<PAGE>



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 2000, Dr. Miller also received $34,000
in fees for consulting services.

         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 a 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 the twelve-month period following
his termination.

     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: $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 its 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 February 2001, Merisel Canada entered into a change of control agreement
with Mr. Martin which provides that if, within one year of a change of control
of Merisel Canada (as defined in the agreement), Mr. Martin's 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), Canada will pay Mr. Martin
an amount equal to one times Mr. Martin's annual base salary, to be paid over a
period of 52 weeks in accordance with Canada's standard payroll practices. In
addition, if such amount is payable, the agreement requires the Company to
reimburse Mr. Martin for his extended health coverage under Canada's health
insurance plans for a 52-week period following the date of such termination.

        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),

<PAGE>


(ii) his death or permanent disability or (iii) his resignation without "Good
Reason" (as defined in the agreement), the Company will pay Mr. Stephens 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
reimburse Mr. Stephens for any COBRA continuation payments he makes under the
Company's health plans 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 its U.S. distribution business, which amount has been paid to Mr.
Stephens.

        In August 1999, the Company entered into a change of control agreement
with Mr. Stephens which provides that if, within one year of a change of control
of the Company (as defined in the agreement), 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 make a
lump sum payment to Mr. Stephens equal to one times Mr. Stephens' annual base
salary. If such amount is payable, the agreement requires the Company to
reimburse Mr. Stephens for any COBRA continuation payments he makes under the
Company's health plans for one year following termination of his employment.
Amounts payable under the change of control agreement are reduced by any amounts
payable as severance under the retention agreement entered into with Mr.
Stephens.

        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 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 reimburse Ms.
Tallman for any COBRA continuation payments she makes under the Company's health
plans 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 its U.S. distribution business, which amounts have
been paid to Ms.Tallman.

     In August 1999, the Company entered into a change of control agreement with
Ms. Tallman which provides that if, within one year of a change of control of
the Company (as defined in the agreement), 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 make a
lump sum payment to Ms. Tallman equal to one times Ms. Tallman's annual base
salary. If such amount is payable, the agreement requires the Company to
reimburse Ms. Tallman for any COBRA continuation payments she makes under the
Company's health plans for one year following the termination of her employment.
Amounts payable under the change of control agreement are reduced by any amounts
payable under the retention agreement entered into with Ms. Tallman.

     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 November 2000, the Company entered into a waiver and release agreement
with Dwight A. Steffensen, former chairman of the board and chief executive
officer, which provided that (i) the Company would keep Mr. Steffenson on its
payroll through October 31, 2000 at Mr. Steffensen's base salary in effect in
August 2000; (ii) the Company would make a lump sum payment to Mr. Steffensen
equal to $400,000; and (iii) the period during which Mr. Steffensen is entitled
to exercise his vested stock options would be extended to February 7, 2003.


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

Ownership of Common Stock

         The following table sets forth as of March 30, 2001 certain information
regarding beneficial ownership of the Company's Common Stock by each stockholder
known by the Company to be the beneficial owner of more than 5% or

<PAGE>


more of the outstanding Common Stock as of such date, each director, each
executive officer or former executive officer of the Company named below under
the caption "Executive Compensation - Summary Compensation Table," and all
directors and executive officers (including such former executive officer) 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...........................              25,392  (2)(4)                   *
Mitchell Martin.............................               8,600  (3)(5)                   *
Dr. Arnold Miller...........................                 700  (6)                      *
Phoenix Acquisition Company II, L.L.C.......           5,093,494  (7)(8)                63.42%
 767 5th Avenue, 48th Floor
 New York, New York 10153
Lawrence J. Schoenberg......................              36,558  (6)                      *
James R.Stephens............................              16,812  (2)(3)(9)                *
Karen A. Tallman............................              16,944  (2)(3)(10)               *
David G. Sadler..................................         32,103  (2)(11)                  *
Dwight A Steffensen.........................              80,000  (12)                     *
All Directors and Executive Officers........             218,351  (2)(13)                2.70%
  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 5,093,494 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-732;  Mr. Sadler-2,103; Mr.
    Stephens-966; and Ms. Tallman-1,694.
(3) Amount listed does not include shares of restricted stock units awarded to
    the following  individuals in the following amounts: Mr. Martin-1,500;  Mr.
    Stephens-2,500;  and Ms. Tallman-1,000.  Such restricted stock units become
    fully vested on August 17, 2002 or earlier if certain financial performance
    targets are achieved.
(4) Includes 17,500 shares issuable with respect to stock options exercisable
    within 60 days after March 30, 2001.
(5) Includes 8,250 shares issuable with respect to stock options exercisable
    within 60 days after March 30, 2001.
(6) Includes 500 shares issuable with respect to stock options exercisable
    within 60 days after March 30, 2001.
(7) Includes 93,494 shares of Common Stock into which the Convertible Preferred
    Stock beneficially owned by Phoenix was convertible within 60 days after
    March 30, 2001.
(8) All information  regarding share ownership (except for (7) 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.
(9) Includes 14,694 shares issuable with respect to stock options exercisable
    within 60 days after March 30, 2001.
(10) Includes 15,250 shares issuable with respect to stock options exercisable
     within 60 days after March 30, 2001.
(11) Includes 30,000 shares issuable with respect to stock options exercisable
     within 60 days after March 30, 2001.
(12) Consists solely of shares issuable with respect to stock options
     exercisable within 60 days after March 30, 2001.
(13) Includes 166,694 shares issuable with respect to stock options exercisable
     within 60 days after March 30, 2001.



<PAGE>



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

Date: April 26, 2001            MERISEL, INC.



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