<PAGE>

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                  FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 1999

                                       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: 0-20730

                              MICRO WAREHOUSE, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                    06-1192793
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

               535 CONNECTICUT AVENUE, NORWALK, CONNECTICUT 06854
                    (Address of principal executive offices)

                                 (203) 899-4000
              (Registrant's telephone number, including Area Code)

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 the number of shares outstanding of each of issuer's class of common
stock as of the latest practicable date:

CLASS: COMMON STOCK              OUTSTANDING SHARES AT JUNE 30, 1999: 35,799,090
<PAGE>

                              MICRO WAREHOUSE, INC.

                                      INDEX

                                                                          Page

PART I - FINANCIAL INFORMATION

  Item 1 - Financial Statements

    Consolidated Balance Sheets ............................................3

    Consolidated Statements of Operations ..................................4

    Consolidated Statements of Cash Flows ..................................5

    Notes to Consolidated Financial Statements .............................6

  Item 2 - Management's Discussion and Analysis of Financial Condition
                and Results of Operations ..................................8

  Item 3 - Quantitative and Qualitative Disclosures About Market Risk......21

PART II - OTHER INFORMATION................................................22

SIGNATURE .................................................................24

INDEX TO EXHIBITS..........................................................25


                                       2
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                              MICRO WAREHOUSE, INC.
                           CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                              JUNE 30,   DECEMBER 31,
                                                                               1999         1998
                                                                             ---------    ---------
<S>                                                                          <C>          <C>
ASSETS                                                                      (UNAUDITED)   (AUDITED)
Current assets:
  Cash and cash equivalents                                                  $ 124,182    $ 128,035
  Marketable securities at market value                                         61,506       60,520
  Accounts receivable, net of allowance for doubtful accounts ($10,585
    and $10,943 at June 30, 1999 and December 31, 1998, respectively)          228,174      216,487
  Inventories                                                                  103,937      129,852
  Prepaid expenses and other current assets                                     13,229       14,379
  Tax refunds                                                                   18,761       13,176
  Deferred taxes                                                                14,663       17,666
                                                                             ---------    ---------
     TOTAL CURRENT ASSETS                                                      564,452      580,115
                                                                             ---------    ---------
Property, plant and equipment, net                                              54,525       36,950
Goodwill, net                                                                   41,609       44,444
Non-current deferred taxes                                                       2,534        3,422
Other assets                                                                     1,866        1,599
                                                                             ---------    ---------
     TOTAL ASSETS                                                            $ 664,986    $ 666,530
                                                                             =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                           $ 189,752    $ 208,335
  Accrued expenses                                                              42,989       50,508
  Deferred revenue                                                               7,333        9,144
                                                                             ---------    ---------
     TOTAL LIABILITIES                                                         240,074      267,987

Stockholders' equity:
  Preferred stock, $.01 par value:
    Authorized - 100 shares; none issued                                          --           --
  Series A Junior Participating Preferred Stock, $.01 par value:
    Authorized - 45 shares; none issued                                           --           --
  Common stock, $.01 par value:
    Authorized - 100,000 shares; issued and outstanding; 35,799 and
      35,413 shares at June 30, 1999 and December 31, 1998,
      respectively                                                                 358          354
  Additional paid-in capital                                                   307,348      299,544
  Deferred compensation                                                         (2,477)      (3,123)
  Retained earnings                                                            134,861      110,568
  Accumulated other comprehensive loss                                         (15,178)      (8,800)
                                                                             ---------    ---------
     TOTAL STOCKHOLDERS' EQUITY                                                424,912      398,543
                                                                             ---------    ---------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $ 664,986    $ 666,530
                                                                             =========    =========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                       3
<PAGE>

                              MICRO WAREHOUSE, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
           -----------------------------------------------------------
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED         SIX MONTHS ENDED
                                                       JUNE 30,                  JUNE 30,
                                                  1999         1998          1999         1998
                                               ----------   ----------    ----------   ----------
<S>                                            <C>          <C>           <C>          <C>
SALES                                          $  575,498   $  521,487    $1,180,856   $1,073,193

Cost of goods sold                                485,376      437,257       996,781      900,602
                                               ----------   ----------    ----------   ----------

    GROSS PROFIT                                   90,122       84,230       184,075      172,591

Selling, general and administrative expenses       72,847       68,559       149,177      142,025


Provision for shareholder litigation                 --         14,000          --         14,000
                                               ----------   ----------    ----------   ----------

    INCOME FROM OPERATIONS BEFORE INTEREST
        AND INCOME TAXES                           17,275        1,671        34,898       16,566

Interest income, net                                2,405        2,347         4,924        3,721
                                               ----------   ----------    ----------   ----------


    INCOME BEFORE INCOME TAXES                     19,680        4,018        39,822       20,287

Income tax provision                                7,673        9,058        15,529       15,565
                                               ----------   ----------    ----------   ----------

    NET INCOME (LOSS)                          $   12,007   $   (5,040)   $   24,293   $    4,722
                                               ==========   ==========    ==========   ==========

    BASIC NET INCOME (LOSS) PER SHARE          $     0.34   $    (0.15)   $     0.68   $     0.14
                                               ==========   ==========    ==========   ==========

    DILUTED NET INCOME (LOSS) PER SHARE        $     0.33   $    (0.15)   $     0.67   $     0.14
                                               ==========   ==========    ==========   ==========


Shares used in per share calculation -
          Basic                                    35,747       34,633        35,616       34,617
                                               ==========   ==========    ==========   ==========

          Diluted                                  35,954       34,633        36,306       34,796
                                               ==========   ==========    ==========   ==========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                       4
<PAGE>

                              MICRO WAREHOUSE, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                 (IN THOUSANDS)
          ------------------------------------------------------------
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                             1999         1998
                                                                           ---------    ---------
<S>                                                                        <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                              $  24,293    $   4,722
                                                                           ---------    ---------
   Adjustments to reconcile net income to net Cash provided by operating
     activities:
        Depreciation and amortization                                          9,100        6,847
        Non-cash litigation settlement                                          --          6,000
        Non-cash compensation                                                    398          552
        Deferred taxes                                                         3,891        6,981
   Changes in assets and liabilities:
        Accounts receivable, net                                             (19,860)       7,861
        Inventories                                                           23,450       66,663
        Prepaid expenses and other current assets                             (4,799)       2,603
        Other assets                                                            (497)         260
        Accounts payable                                                     (12,356)       4,679
        Accrued expenses                                                      (4,597)       1,525
        Accrued litigation settlements                                          --         11,900
        Deferred revenue                                                      (1,864)       2,656
        Other                                                                    257           33
                                                                           ---------    ---------
            Total adjustments                                                 (6,877)     118,560
                                                                           ---------    ---------
           Net cash provided by operating activities                          17,416      123,282
                                                                           ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of marketable securities, net                                    (1,022)        (368)
   Acquisition of property, plant and equipment                              (26,846)      (6,023)
                                                                           ---------    ---------
           Net cash used by investing activities                             (27,868)      (6,391)
                                                                           ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds from issuance of common stock                                  8,056        1,310
   Repurchase of common stock                                                   --           (844)
   Repayments under lines of credit, net                                        --        (12,584)
   Principal payments of obligations under capital leases                       --           (286)
                                                                           ---------    ---------
           Net cash provided (used) by financing activities                    8,056      (12,404)
                                                                           ---------    ---------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                       (1,457)        (104)
                                                                           ---------    ---------
           Net change in cash                                                 (3,853)     104,383
CASH AND CASH EQUIVALENTS:
   Beginning of period                                                       128,035       58,051
                                                                           ---------    ---------
   End of period                                                           $ 124,182    $ 162,434
                                                                           =========    =========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                       5
<PAGE>

                              MICRO WAREHOUSE, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                             (Amounts in thousands)
   --------------------------------------------------------------------------

1.       FINANCIAL STATEMENTS

         The consolidated financial statements include the accounts of Micro
         Warehouse, Inc. and its subsidiaries (the "Company") and have been
         prepared, without audit, pursuant to the rules and regulations of the
         Securities and Exchange Commission. Certain information and footnote
         disclosures normally included in financial statements prepared in
         accordance with generally accepted accounting principles have been
         condensed or omitted pursuant to such rules and regulations. Although
         the Company believes that the disclosures are adequate to make the
         information presented not misleading, these financial statements should
         be read in conjunction with the audited consolidated financial
         statements and the notes thereto included in the Company's Annual
         Report on Form 10-K for the fiscal year ended December 31, 1998.

         In the opinion of management, the accompanying unaudited consolidated
         financial statements contain all adjustments necessary to present
         fairly the financial position of the Company at June 30, 1999 and the
         results of operations for the three and six months ended June 30, 1999
         and 1998. Certain reclassifications have been made to conform the prior
         year to the 1999 presentation.

2.       COMPREHENSIVE INCOME (LOSS)

         The components of comprehensive income (loss), net of related tax, for
         the three and six month periods ended June 30, 1999 and 1998 are as
         follows:

<TABLE>
<CAPTION>
                                                              Three Months Ended       Six Months Ended
                                                                   June 30,                June 30,
                                                               1999        1998        1999        1998
                                                             --------    --------    --------    --------
        <S>                                                  <C>         <C>         <C>         <C>
        Net income (loss)                                    $ 12,007    $ (5,040)   $ 24,293    $  4,722
        Unrealized gains (losses) on marketable securities        (49)          1         (36)          7
        Foreign currency translation adjustments               (2,338)       (264)     (6,342)       (760)
                                                             --------    --------    --------    --------
        Comprehensive income (loss)                          $  9,620    $ (5,303)   $ 17,915    $  3,969
                                                             ========    ========    ========    ========
</TABLE>

        The components of accumulated other comprehensive loss, net of related
        tax, at June 30, 1999 and December 31, 1998 are as follows:

<TABLE>
<CAPTION>
                                                             June 30, 1999  December 31, 1998
                                                             -------------  -----------------
        <S>                                                  <C>              <C>
        Unrealized gains (losses) on marketable securities   $         (34)   $           2
        Foreign currency translation adjustments                   (15,144)          (8,802)
                                                             -------------    -------------
        Accumulated other comprehensive loss                 $     (15,178)   $      (8,800)
                                                             =============    =============
</TABLE>


                                       6
<PAGE>

3.       LEGAL PROCEEDINGS

         The SEC has completed its investigation relating to the facts
         underlying the Company's announcements in September and October, 1996
         that it intended to restate certain prior financial statements covering
         the 1992 through 1995 fiscal years. The Company has agreed to the entry
         of a cease and desist order in which the Company promises not to
         violate U.S. securities laws. The cease and desist order provides for
         no fines or penalties against the Company or any of its current
         officers and directors. This concludes all pending litigation
         surrounding the matters underlying the Company's financial restatement.


                                       7
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

OVERVIEW

         We are a $2.2 billion specialty catalog and online retailer and direct
marketer of brand name personal computers, computer software, accessories,
peripheral and networking products to commercial and consumer customers. We
market our products through frequent mailings of our distinctive, colorful
catalogs and our Internet sites. Additionally, we employ telemarketing account
managers who focus on building relationships with corporate, education and
government accounts. We offer brand name hardware and software from leading
vendors such as Adobe Systems Inc., Apple Computer Inc., 3Com Corp., Compaq
Computer Corp., Hewlett-Packard Co., International Business Machines Corp.,
Iomega Corp., Microsoft Corp., Seiko Epson Corp. and Toshiba Corp.

         Through our four core catalogs, Micro Warehouse, Mac Warehouse, Data
Comm Warehouse and Inmac and various specialty catalogs we offer a broad
assortment of computer products at competitive prices. With colorful
illustrations, concise product descriptions and relevant technical
information, each catalog focuses on a specific segment of the computer
market. The catalogs are recognized as a leading source for computer
hardware, software and other products. During the first half of 1999 we
distributed approximately 57 million catalogs worldwide, unchanged compared
to the first half of 1998.

         In July 1995 we launched Warehouse.com, our domestic Internet site
on the World Wide Web. This site features descriptions and prices for the
more than 20,000 products we offer for sale online. Selected corporate
customers can gain access to their own online catalogs through our
MicroWarehouse Corporate Advantage program, complete with unique product
selections and customized pricing. All of our international subsidiaries also
have Internet sites. Our Internet sites received approximately 86,000 daily
visitors in June 1999 and had sales of $142.1 million in the first half of
1999, compared to $71.6 million during the first half of 1998. In July 1999,
we announced that we would be winding down separate operations under the
brand names of our discount retail site Computersbynet.com, launched in
February 1999, and our Internet auction site Webauction.com, launched in
November 1997. We will redirect their traffic to our core e-commerce site
Warehouse.com. Expenditures originally earmarked for Computersbynet.com and
Webauction.com, net of anticipated operating losses and exit costs for these
businesses in the third quarter of $1.4 million, will be directed over the
balance of this year to promoting our core business Micro Warehouse and the
Warehouse.com brand.

         International operations represented 28% of our sales during the first
half of 1999 compared to 29% for the same period in 1998. We have full-service,
direct marketing operations and publish catalogs in Canada, France, Germany, the
Netherlands, Sweden and the United Kingdom. During the first half of 1999, we
distributed approximately 10 million catalogs internationally, a decrease of
8.8% compared to the first half of 1998.

         We maintain a full-service distribution center in Wilmington, Ohio
totaling approximately 288,000 square feet and telemarketing centers in Lakewood
and Gibbsboro,


                                       8
<PAGE>

New Jersey and South Norwalk, Connecticut. We also maintain telemarketing and
distribution facilities in each country in which we operate internationally.

         We employ both outbound and inbound telemarketing sales associates.
During the past nine months, we have concentrated on increasing the number
and enhancing the training of our outbound sales associates with the
objective of both gaining a larger share of our existing corporate customers'
information technology ("IT") budgets and acquiring new corporate customers.
As a result, we have added approximately 150 domestic outbound sales
associates during this period. To continue this program, we have begun to
hire and train at least 200 additional outbound sales associates intended
to be in place before year-end. Our investment in this program should reduce
earnings per share by an aggregate of approximately $0.06 per share over the
third and fourth quarters.

RESULTS OF OPERATIONS

         The table below sets forth certain items expressed as a percent of
sales for each of the three and six month periods ended June 30, 1999 and 1998:

<TABLE>
<CAPTION>
                                                      Three Months Ended   Six Months Ended
                                                            June 30,           June 30,
                                                        1999      1998      1999      1998
                                                       ------    ------    ------    ------
        <S>                                            <C>       <C>       <C>       <C>
        Sales                                           100.0%    100.0%    100.0%    100.0%
        Cost of goods sold                               84.3      83.8      84.4      83.9
                                                       ------    ------    ------    ------
        Gross profit                                     15.7      16.2      15.6      16.1
        Selling, general and administrative expenses     12.7      13.1      12.6      13.2
        Litigation settlement                            --         2.8      --         1.3
                                                       ------    ------    ------    ------
        Income from operations before interest
            and income taxes                              3.0       0.3       3.0       1.6
        Interest income, net                              0.4       0.5       0.4       0.3
                                                       ------    ------    ------    ------
        Income before income taxes                        3.4%      0.8%      3.4%      1.9%
</TABLE>

THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998

WORLDWIDE SALES

o    Worldwide sales increased $54.0 million or 10.4% to $575.5 million compared
     to $521.5 million during the three months ended June 30, 1998.

o    Worldwide Wintel sales increased approximately 12% and worldwide
     Macintosh sales increased approximately 7% over the same period in 1998.

o    Macintosh business represented approximately 32% of our business for the
     three months ended June 30, 1999, flat when compared to the same period in
     1998.

o    Average order value was $611, an increase of 8.7% compared to the same
     period in 1998, while our number of orders shipped increased slightly
     year-over-year.

o    At June 30, 1999 2.1 million customers had placed orders with us during the
     last twelve months, unchanged from the same period in 1998.


                                       9
<PAGE>

DOMESTIC SALES

o    Domestic sales grew $41.6 million or 11.0% to $420.8 million compared to
     $379.2 million during the three months ended June 30, 1998.

o    Domestic Wintel sales increased approximately 13% and domestic Macintosh
     sales increased approximately 9% over the same period in 1998.

o    Macintosh sales represented approximately 36% of domestic sales during the
     three months ended June 30, 1999, flat when compared to the same period
     last year.

o    Wintel desktop computer sales increased 8% over 1998 and units sold
     increased 10% from the three months ended June 30, 1998.

o    Wintel notebook sales increased 8% and units sold decreased 9% from the
     three months ended June 30, 1998.

o    Macintosh OS desktop sales increased 32% and units sold increased 59% from
     the three months ended June 30, 1998. Revenues from Apple branded
     computers, including the iMac, increased 42% in revenue while units sold
     increased 77%, more than offsetting a decline in sales of most other
     Macintosh-related products and the elimination of Macintosh clones from the
     marketplace.

o    Domestic average order value increased 8.6% to $604 compared to the three
     months ended June 30, 1998.

INTERNATIONAL SALES

o    International sales increased $12.4 million or 8.7% to $154.7 million
     compared to $142.3 million during the three months ended June 30, 1998.

o    On a currency-adjusted basis, international sales increased 12.3% compared
     to the three months ended June 30, 1998.

o    International Wintel sales increased approximately 11% over the same period
     in 1998 and international Macintosh sales remained flat.

o    Macintosh sales represented approximately 21% of international sales, down
     from approximately 23% in the same period last year.

o    International average order value increased 7.7% to $574 compared to the
     three months ended June 30, 1998.

WORLDWIDE INTERNET SALES

o    Internet sales for the three months ended June 30, 1999 increased $29.4
     million or 71% to $70.8 million compared to $41.4 million during the three
     months ended June 30, 1998. On a sequential basis, sales were flat from
     $71.3 million for the three months ended March 31, 1999.

o    Internet sales represented 12.3% of worldwide sales and 15.9% of domestic
     sales for the three months ended June 30, 1999 compared to 7.9% of
     worldwide sales


                                       10
<PAGE>

     and 10.9% of domestic sales for the three months ended June 30, 1998. For
     the three months ended March 31, 1999 Internet sales represented 11.8% of
     worldwide sales and 15.8% of domestic sales.

o    In June 1999 there were approximately 86,000 daily visitors to our Internet
     sites, up 69% from approximately 51,000 in June 1998 and down 16% from
     March 1999. The sequential decline in visitors was primarily due to a
     decrease in overall advertising.

o    Sales from our Warehouse.com core business Internet site increased $33.9
     million or 120% to $62.1 million compared to $28.2 million during the three
     months ended June 30, 1998. Compared to the three months ended March 31,
     1999 Warehouse.com sales decreased 3.9% from $64.2 million.

o    Sales from our internet-only subsidiary, Savebynet.com, were $8.7 million
     during the three months ended June 30, 1999, comprised of Webauction.com
     sales of $5.3 million and Computersbynet.com sales of $3.4 million. Sales
     from Webauction.com were $13.2 million during the three months ended June
     30, 1998 and $5.8 million during the first quarter of 1999. Sales from
     Computersbynet.com from its inception in mid-February to March 31, 1999
     were $0.9 million.

GROSS PROFIT

o    Gross profit for the three months ended June 30, 1999 increased 7.0% to
     $90.1 million compared to $84.2 million for the three months ended June 30,
     1998. As a percentage of sales, gross profit was 15.7% in the second
     quarter of 1999 compared to 16.2% in the second quarter of 1998 and 15.5%
     in the first quarter of 1999.

o    The year-over-year decline in gross profit percentage was primarily due to
     a decline in gross product margins for CPUs, memory, networking products
     and software. The product margin decline was partially offset by lower
     inventory reserves resulting from improved inventory management. The
     sequential increase in gross profit margins was due primarily to higher
     rebates and lower inventory reserves that more than offset the impact of
     lower product margins.

o    Going forward, we expect downward pressure on gross profit margins due
     to product mix, pricing strategies and market conditions. In contrast to
     the second quarter, there can be no assurance that vendor support programs,
     inventory price protection policies and other factors will offset these
     declines since these components vary on a quarterly basis.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

o    Selling, general and administrative expenses for the three months ended
     June 30, 1999 were $72.8 million, or 12.7% of sales, compared to $68.6
     million or 13.1% of sales for the same period in 1998.

o    The percentage decrease was principally due to lower net advertising costs
     which decreased to 0.3% of sales compared to 0.6% in the same period last
     year, lower domestic non-sales payroll costs and lower fulfillment costs.


                                       11
<PAGE>

o    Excluding Year 2000 readiness costs of $1.8 million or $0.03 per share
     incurred during the three months ended June 30, 1999 selling, general and
     administrative expenses were 12.3% of sales.

INCOME FROM OPERATIONS BEFORE INTEREST AND INCOME TAXES

o    Income from operations for the three months ended June 30, 1999 increased
     to $17.3 million or 3.0% of sales compared to $1.7 million or 0.3% of sales
     during the three months ended June 30, 1998. Operating income for the three
     months ended June 30, 1998 included a pre-tax charge of $14.0 million for
     the settlement of a lawsuit brought by certain former shareholders of Inmac
     Corp. Excluding this charge, 1999 income from operations increased 10.2%
     from $15.7 million or 3.0% of sales during the three months ended June 30,
     1998.

o    Domestic income from operations for the three months ended June 30, 1999
     increased to $15.2 million or 3.6% of domestic sales compared to $0.6
     million or 0.1% of domestic sales for the same period last year. Excluding
     the 1998 pre-tax charge of $14.0 million for the settlement of a lawsuit
     brought by certain former shareholders of Inmac Corp., domestic income from
     operations increased 4.1% from $14.6 million or 3.8% of sales during the
     three months ended June 30, 1998. The decrease as a percentage of sales
     from the prior year was primarily due to lower gross profit margins,
     partially offset by lower net advertising costs, non-sales payroll costs
     and lower fulfillment costs.

o    International income from operations for the three months ended June 30,
     1999 increased to $2.1 million from $1.4 million during the three months
     ended June 30, 1998. The primary reason for the increase was lower overall
     operating costs, partially offset by a reduction in gross profit margins.

o    For the three months ended June 30, 1999 Savebynet.com, consisting of our
     Computersbynet.com division and our Webauction.com division incurred an
     operating loss of $2.9 million or $0.05 per share. The Webauction.com
     division incurred an operating loss of $1.4 million or $0.02 per share
     during the three months ended June 30, 1998.

NET INTEREST INCOME

o    Net interest income increased 2.5% to $2.4 million for the three months
     ended June 30, 1999 compared to $2.3 million during the three months ended
     June 30, 1998. The increase in 1999 was primarily due to a higher level of
     marketable securities, partially offset by a reduction in interest rates.

INCOME TAXES

o    The effective income tax rate for the three months ended June 30, 1999 was
     39.0%. The income tax rate for the three months ended June 30, 1998 was
     unfavorably impacted by the provision for settlement of the Inmac Corp.
     shareholder litigation. Excluding the after-tax charge of $15.8 million for
     the litigation settlement, the income tax rate for the three months ended
     June 30, 1998 was 40.0%.

NET INCOME


                                       12
<PAGE>

o    Net income for the three months ended June 30, 1999 increased to $12.0
     million or $0.33 per share compared to a loss of $5.0 million or $0.15 per
     share during the same period last year.

o    Excluding the 1998 after-tax charge of $15.8 million or $0.46 per share for
     the settlement of the Inmac Corp. shareholder litigation, net income for
     the three months ended June 30, 1999 increased 11.1% from $10.8 million or
     $0.31 per share in the same period last year.

o    We incurred after-tax charges of $1.1 million or $0.03 per share relating
     to Year 2000 readiness costs during the three months ended June 30, 1999.
     Excluding these charges, net income for the three months ended June 30,
     1999 would have been $13.1 million or $0.36 per share.

SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998

SALES

o    Worldwide sales increased $107.7 million or 10.0% to $1,180.9 million
     compared to $1,073.2 million during the six months ended June 30, 1998.

o    Worldwide Wintel sales increased approximately 12% and worldwide
     Macintosh sales increased approximately 6% over the same period in 1998.
     Macintosh business represented approximately 33% of our business in the
     first half of 1999, flat from the first half of 1998.

o    Average order value was $595 for the six months ended June 30, 1999, an
     increase of 7.9% compared to the same period in 1998.

o    Domestic sales grew $87.2 million or 11.4% to $852.1 million compared to
     $764.9 million during the six months ended June 30, 1998.

o    International sales increased $20.5 million or 6.6% to $328.8 million
     compared to $308.3 million during the first six months ended June 30, 1998.
     On a currency-adjusted basis, international sales increased 8.0%.

o    Worldwide Internet sales for the six months ended June 30, 1999 increased
     $70.5 million or 98.5% to $142.1 million compared to $71.6 million during
     the six months ended June 30, 1998.

GROSS PROFIT

o    Gross profit for the six months ended June 30, 1999 increased 6.7% to
     $184.1 million compared to $172.6 million for the six months ended June 30,
     1998. As a percentage of sales, gross profit declined to 15.6% for the six
     months ended June 30, 1999 from 16.1% in the six months ended June 30,
     1998.

o    The year-over-year decline was primarily due to a decline in gross product
     margins for CPUs, memory, networking products and software. These declines
     were partially offset by lower inventory-related reserves resulting from
     improved inventory management.

o    We expect downward pressure on gross profit margins to continue due to
     product mix, pricing strategies and market conditions. There can be no
     assurance that vendor support programs, inventory price protection policies
     and other factors will offset these declines since these components vary on
     a quarterly basis.

                                       13
<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

o    Selling, general and administrative expenses for the six months ended June
     30, 1999 were $149.2 million, or 12.6% of sales, compared to $142.0 million
     or 13.2% of sales for the six months ended June 30, 1998.

o    The percentage decrease was principally due to lower net advertising costs
     which decreased to 0.5% of sales compared to 0.8% in the same period last
     year, lower fulfillment costs and lower domestic non-sales payroll costs.

o    Excluding Year 2000 readiness costs of $3.4 million or $0.06 per share
     incurred during the six months ended June 30, 1999, selling, general and
     administrative expenses were 12.3% of sales.

INCOME FROM OPERATIONS BEFORE INTEREST AND INCOME TAXES

o    Income from operations for the six months ended June 30, 1999 increased to
     $34.9 million or 3.0% of sales compared to $16.6 million or 1.6% of sales
     during the six months ended June 30, 1998.

o    Excluding the 1998 $14 million pre-tax charge for the provision of the
     Inmac Corp. shareholder litigation, income from operations increased 14.2%
     in the six months ended June 30, 1999 compared to $30.6 million or 2.8% of
     sales.

o    International income from operations for the six months ended June 30, 1999
     decreased to $4.7 million from $6.0 million during the six months ended
     June 30, 1998. The primary reason for the decline was Year 2000 readiness
     costs of $1.2 million and lower product margins, partially offset by lower
     overall operating costs.

o    For the six months ended June 30, 1999 Savebynet.com incurred an operating
     loss of $4.1 million or $0.07 per share. The Webauction.com division
     incurred an operating loss of $1.8 million or $0.03 per share during the
     six months ended June 30, 1998.

NET INTEREST INCOME

o    Net interest income increased 32.3% to $4.9 million for the six months
     ended June 30, 1999 compared to $3.7 million during the six months ending
     June 30, 1998. The principal reason for this increase was the higher level
     of cash, cash equivalents and short-term investments on hand during 1999,
     partially offset by a reduction in interest rates.

INCOME TAXES

o    The effective income tax rate for the six months ended June 30, 1999 was
     39.0%. The income tax rate for 1998 was unfavorably impacted by the
     provision for settlement of the Inmac Corp. shareholder litigation.
     Excluding the after-tax charge of $15.8 million for the litigation
     settlement, the income tax rate for the six months ended June 30, 1998 was
     40.0%.

NET INCOME

o    Net income for the six months ended June 30, 1999 increased to $24.3
     million or $0.67 per share compared to $4.7 million or $0.14 per share
     during the six months ended June 30, 1998.


                                       14
<PAGE>

o    Excluding the 1998 after-tax charge of $15.8 million or $0.46 per share for
     the settlement of the Inmac Corp. shareholder litigation, net income for
     the six months ended June 30, 1999 increased 18.1% from $20.6 million or
     $0.59 per share in the same period last year.

o    We incurred after-tax charges of $2.1 million or $0.06 per share relating
     to Year 2000 readiness costs during the six months ended June 30, 1999.
     Excluding these charges, net income for the six months ended June 30, 1999
     would have been $26.4 million or $0.73 per share.

LIQUIDITY AND CAPITAL RESOURCES

ASSET MANAGEMENT

o    Cash and marketable securities decreased by $2.9 million to $185.7 million
     at June 30, 1999 compared to $188.6 million at December 31, 1998. Net cash
     provided by operating activities was $17.4 million during the six months
     ended June 30, 1999 and was used for capital expenditures of $26.8 million.

o    Inventory decreased $25.9 million to $103.9 million at June 30, 1999
     compared to $129.9 million at December 31, 1998. Annualized inventory turns
     for the quarter ended June 30, 1999 were 18 compared to 16 during the
     fourth quarter of 1998.

o    Accounts receivable increased $11.7 million to $228.2 million at June 30,
     1999 compared to $216.5 million at December 31, 1998. Days sales
     outstanding increased slightly to 47 days at June 30, 1999 from 45 at
     December 31, 1998.

o    Overall, working capital increased 3.9% or $12.3 million to $324.4 million
     at June 30, 1999 compared to $312.1 million at December 31, 1998.

o    We believe that our existing cash reserves and expected cash flow from
     operations will be sufficient to satisfy our operating cash needs for at
     least the next 12 months.

CAPITAL EXPENDITURES

o    Capital expenditures for the six months ended June 30, 1999 were $26.8
     million compared to $6.0 million for the six months ended June 30, 1998.
     Major expenditures were attributable to:

     o    The completion of the conversion of our domestic human resource system
          to PeopleSoft Inc. application software and the upgrade of our primary
          domestic order fulfillment system

     o    the upgrade of our Internet sites

     o    the purchase of our distribution facility in the United Kingdom

     o    the installation of systems and equipment in our new domestic
          warehouse

o    During the first quarter, construction was completed on our new 230,000 sq.
     ft. warehouse facility at the Airborne Express hub facility in Wilmington,
     Ohio and installation of equipment and warehouse management systems began.
     We anticipate spending


                                       15
<PAGE>

     approximately $10 million for additional equipment, fixtures and computer
     systems for the new warehouse over the remainder of the year. We expect
     this warehouse to be operational in the fourth quarter. In order to
     minimize disruption to our business, we will phase in the consolidation of
     the three facilities we currently occupy. We have entered into a 10-year
     lease of this facility that commenced on March 15, 1999.

o    We currently anticipate investing approximately $10 million over the
     remainder of 1999 for the upgrade of our computer systems. This investment
     is intended to improve and create efficiencies in many areas of our
     business including sales, inventory and financial management.

o    The investments in systems and the expenditures related to the new
     warehouse will be funded from existing cash and operating cash flows.

LINES OF CREDIT

o    At June 30, 1999 we had unused lines of credit in the United Kingdom and
     France that provide for unsecured borrowings of up to 2.0 million British
     pounds and 45 million French francs ($3.2 million and $7.1 million,
     respectively, at the June 30, 1999 exchange rate) for working capital
     purposes.

FORWARD EXCHANGE CONTRACTS

o    We use forward exchange contracts to manage exposure to foreign currency
     risk related to intercompany loans and investments in our foreign
     subsidiaries. Outstanding agreements involve the exchange of one currency
     for another at a fixed rate. Our credit exposure is limited to the
     replacement cost, if any, of the instruments and we enter into such
     agreements only with highly-rated counterparties. We match the term and
     notional amount of the contracts to the underlying intercompany loans or
     investments and do not enter into forward exchange contracts for trading or
     speculative purposes.

o    At June 30, 1999 we had outstanding forward exchange contracts with
     notional amounts of $3.0 million which mature in less than six months. The
     single largest currency represented was the British pound.

SEASONALITY

o    Our business is subject to seasonal variations. These seasonal variations
     particularly include lower demand in Europe during the summer months
     attributable to vacations.

YEAR 2000 READINESS

         We use a significant number of computer software programs and operating
systems in our internal operations including applications used in financial
business systems and various administrative functions that will be affected by
the Year 2000 problem common to most businesses. If these systems are unable to
properly recognize date sensitive information related to the Year 2000 they
could generate erroneous data or fail to operate. This in turn could cause
disruptions of our operations, including, among other things, a temporary
inability to process transactions, send invoices or engage in similar normal
business activities.

YEAR 2000 READINESS PROGRAMS


                                       16
<PAGE>

     To reduce the possibility of significant interruptions in normal operations
we have implemented a worldwide Year 2000 readiness program. We are using both
internal and external resources in our Year 2000 program. As part of this
program we have named a Year 2000 Director, established a project office and
formed a cross-functional task force to coordinate the program on a worldwide
basis.

     In 1998 we performed a comprehensive review of our existing information
systems to determine which of our computer equipment and software might not
function properly with respect to dates referencing the Year 2000 and
thereafter. This review included systems commonly thought of as IT systems,
including accounting, data processing and other miscellaneous systems, as well
as systems not commonly thought of as IT systems such as alarm systems, fax
machines and other similar systems.

     In addition to the planned upgrades described in Liquidity and Capital
Resources, above, we have completed the process of modifying and replacing
systems that were identified as not being Year 2000 ready. The following
milestones in this project have been accomplished:

     o    We have completed our worldwide hardware and operating system
          upgrades.

     o    We have successfully inventoried and evaluated our desktop/server
          software on a worldwide basis. We continue to modify or replace those
          software systems that are not Year 2000 compliant and the
          implementation of compliant versions of the software for these
          platforms remains on schedule.

     o    Our European core systems identified as needing upgrading have been
          remediated and system tested.

     o    We have converted our North American financial systems to PeopleSoft
          Inc. application software. We have completed the upgrade of our
          primary domestic order fulfillment system and the conversion of our
          domestic human resource system to PeopleSoft application software.

     During the second quarter of 1998 we began a program for determining the
Year 2000 readiness of our business partners including our vendors, service
providers and major customers and the compatibility of system interfaces for
electronic business transactions. First we identified our business partners and
categorized them according to their significance to our operations. Then we
wrote to each business partner to determine its Year 2000 readiness status.
During the first quarter of 1999 we began to increase the frequency of our
correspondence and communication to and with those business partners that did
not

                                       17
<PAGE>

respond to our initial communications or whose response identified an issue
requiring further clarification. During the second quarter of 1999 we updated
our inventory of business partners to insure we are focusing on the most
critical vendors. In an effort to feel more comfortable with these outside
companies we have started to visit with the critical ones to audit their Year
2000 status and share ours. These visits will continue through the third and
fourth quarters. We have implemented monthly business meetings to review our
findings and develop contingency plans including securing alternative vendors
and service providers if necessary. We have placed extra attention on vendors
with whom we exchange electronic data to insure both parties have the same
understanding as we make our plans to transition into the new millennium.
Based on the results of these communications, we believe that most of our
significant business partners and our interfaces with their systems will be
Year 2000 ready. However, because of the complexity of the issues and factors
outside our control, we cannot give assurances that all such partners and
interfaces will be Year 2000 ready.

     We estimate that our Year 2000 programs as described above were 87%
complete at June 30, 1999 with final integration testing, business continuity
and contingency planning to occur over the balance of 1999.

COST OF YEAR 2000 READINESS PROGRAMS

     Total after-tax charges related to the identification, assessment,
remediation and testing efforts related to the Year 2000 program are expected to
be approximately $4.7 million. As of June 30, 1999, we had incurred cumulative
after-tax Year 2000 costs of approximately $3.5 million primarily for (1)
outside consulting fees related to the planning and analysis activities of the
Year 2000 program and (2) European remediation costs. Included in the $3.5
million in cumulative Year 2000 costs were charges of approximately $2.1 million
or $0.06 per share incurred during the six months ended June 30, 1999.

     We expect that remaining after-tax Year 2000 expenses during the third
quarter will be approximately $1.2 million, which will negatively impact
earnings by approximately $0.04 per share during the quarter. This amount is
not included in the $10 million we expect to invest in the planned upgrade of
our worldwide computer systems over the remainder of 1999.

RISKS ASSOCIATED WITH YEAR 2000 ISSUES

     If we or our significant business partners fail to address Year 2000 issues
in an adequate and timely manner, our ability to process transactions could be
impeded. In addition, the failure of common carriers or other means of shipping
products to be able to transport shipments of our products to customers in a
timely basis during the first days or weeks of the new millennium could cause
the loss of a material amount of revenue. This may result in a direct and
material impact on our ability to generate revenue and to attract and retain
customers in the future. This in turn could have a material impact on our
business, financial condition and results of operations.

     Among the factors that could cause our Year 2000 efforts to be less than
fully effective are the novelty and complexity of these issues and their
solutions and our dependence on the technical skills of employees and
independent contractors and on the representations and preparedness of third
parties. Moreover, Year 2000 issues present a number of risks that are beyond
our control. These include the failure of vendors or common carriers to deliver
merchandise to us or our customers, the failure of utility companies to deliver
electricity, the failure of telecommunications companies to provide voice and
data services, the failure of financial institutions to process transactions and
transfer funds and the collateral effects on us of the effects of Year 2000
issues on the economy in general or on our business partners and customers in
particular.

                                       18
<PAGE>

     In addition, variability of definitions of "compliance with Year 2000" and
the variety of computer products we sell that may themselves contain a Year 2000
problem may lead to claims against us, including those arising out of the
failure of such products to be "compliant". Through our Year 2000 compliance
office we have received over 16,000 third party requests for documentation of
internal compliance and product compliance. We rely upon the warranties of the
product manufacturers in case of any such claims but we have not received
assurance that such warranties will be sufficient to cover the costs and
expenses of any successful claims.

     Assuming that governmental services, the banking system, common carriers,
telecommunications and utilities are operational and no material adverse impact
on the market for our products or the economy in general occurs prior to or
immediately following the new millennium, we believe that the reasonably likely
worst case scenario would be the requirement to incur additional expense and
resources needed to repair or replace additional systems or subsystems, the
potential loss or delay of customer orders, direct and material impact on our
ability to generate revenue and to attract and retain customers in the future
and a higher than anticipated influx of customer returns and claims relating to
products sold by us that were not Year 2000 ready. Any of these things could
have a material adverse effect on our business, financial condition and results
of operations.

CONTINGENCY PLANS

     We have started the process of developing contingency plans to mitigate to
the extent possible any significant identified Year 2000 risks. We have begun a
comprehensive analysis of the nature and extent of operational problems that
would be reasonably likely to result from our failure or the failure of our
business partners to complete their Year 2000 readiness efforts. This analysis
will provide the information necessary to develop a contingency plan for dealing
with the most likely worst case scenario. Initially, we had expected to complete
our contingency planning during the second quarter of 1999. Due to the
complexity of these matters we currently expect to complete our contingency
planning during the third quarter of 1999.

OUTLOOK

     We depend in large part on sales of hardware and software products for
users of Apple Macintosh computers. These products represented approximately 33%
of our sales for the six months ended June 30, 1999 and 34% for the year ended
December 31, 1998. Computers manufactured by Apple Computer Inc. itself
represented approximately 11% of our sales for the year ended December 31, 1998.
Apple has significantly restricted the number of authorized resellers of its
products and sells its products to end users in direct competition with us and
other resellers. If Apple were to withdraw our reseller authorization, this
would have an immediate adverse impact on our business, financial condition and
results of operations. In addition, some of our largest suppliers including
Compaq Computer Corp. and International Business Machines Corp. have announced
that they have expanded or intend to expand their direct sales efforts. The
continuing impact of these matters may adversely affect our business, financial
condition and results of operations.

     We acquire products for resale both directly from manufacturers and
indirectly through distributors and other sources. Many manufacturers have
historically provided us with incentives in the form of supplier reimbursements,
price protection payments, rebates and


                                       19
<PAGE>

other similar arrangements. The increasingly competitive environment between and
amongst computer hardware manufacturers has already resulted in the reduction
and/or elimination of some of these incentive programs. Additionally, the return
rights historically offered by manufacturers have become more limited.
Manufacturers are also taking steps to reduce their inventory exposure by
limiting the number of distributors and resellers that are authorized to
purchase products directly from them. For example, Compaq Computer Corp has
recently announced that it will make its products available to resellers only
through four distributors rather than directly. Under such circumstances we will
purchase Compaq products in the ordinary course of business from the designated
distributors. These trends are part of an overall effort by manufacturers to
reduce their costs and shift the burden of inventory risk to distributors and
resellers, which could have a material adverse effect on our business, financial
condition and results of operations.

     We have embarked on a program to expand our telemarketing sales force and
believe that our future success depends, in part, on our ability to recruit,
train and retain an adequate number of skilled sales associates.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

     With the exception of historical information contained in this Report, the
matters described in this Report contain "forward-looking statements".
Forward-looking statements typically include the words "believe," "expect,"
"anticipate," "intend," "estimate," or similar expressions. The forward-looking
statements in this Report are subject to economic, competitive, governmental,
technological and legal contingencies, many of which are beyond our control.
They are specifically subject to risks and uncertainties relating to:

     o    increased competition from other catalog, retail store, online and
          other resellers and manufacturers of computer products

     o    reductions in manufacturers' incentive programs

     o    our foreign operations

     o    the volatility of our stock

     o    privacy concerns with respect to mailing list development and
          maintenance

     o    successful and timely integration of new systems

     o    continued development of electronic commerce

     o    quarterly fluctuations and seasonality of our business

     o    increases in postage, shipping and paper costs

     o    state sales tax collection efforts

     o    the Year 2000 issue and specifically our Year 2000 readiness
          initiatives

     o    certain provisions of our Certificate of Incorporation that could
          delay, defer or prevent a change in control.


                                       20
<PAGE>

     We discuss these and other risks in more detail in:

     o    Management's Discussion and Analysis of Financial Condition and
          Results of Operations in our 1998 Annual Report to Stockholders and
          our Form 10-Q for the quarter ended March 31, 1999 and more
          specifically in the paragraphs in that section captioned "Liquidity
          and Capital Resources," "Impact of Inflation and Seasonality" and
          "Outlook"

     o    the Risk Factors section of our Registration Statement on Form S-3
          dated January 25, 1999.

     We warn you not to place undue reliance on the forward-looking statements
contained in this Report because they speak only as of the date of this Report
and we have no obligation to update or revise them in the future.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to market risk in the normal course of our business
operations due to our operations in different foreign currencies, and our
ongoing investing activities. The risk of loss can be assessed from the
perspective of adverse changes in fair values, cash flows and future earnings.
We have established policies and procedures governing our management of market
risks and the use of financial instruments to manage exposure to these risks.

     The primary purpose of our foreign currency hedging activities is to manage
currency risk related to intercompany loans and investments in our foreign
subsidiaries. The single largest hedged currency represented at June 30, 1999 is
the British pound. At June 30, 1999, we had outstanding forward exchange
contracts in notional amounts totaling $3.0 million (fair value approximates
notional amounts) which mature in six months or less. We match the term and the
notional amount of the contracts to the underlying intercompany loans or
investments, and do not enter into any derivative financial instruments for
trading purposes. Foreign currency hedging activity is not material to our
consolidated financial position, results of operations, or cash flow.

     We are exposed to changes in interest rates primarily as a result of our
investing activities. The primary objective of our investing activities is to
preserve principal while at the same time maximizing yields without
significantly increasing risk. We primarily invest in highly liquid tax exempt
municipal bonds, floating rate bonds, commercial paper, money market funds and
corporate bonds which totaled $61.5 million at June 30, 1999. These investment
portfolios have a weighted average maturity of less than one year with no
individual investment having a maturity exceeding two years. The market risk
associated with investing activity is not material to our consolidated financial
position, results of operations or cash flow.

     The interest rate risk evaluation noted above is based on a sensitivity
analysis performed on our marketable securities at June 30, 1999. If the actual
changes in interest rates are substantially different from expected changes, the
net impact of interest rate risk on our cash flows may be materially different
from that disclosed above.


                                       21
<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The SEC has completed its investigation relating to the facts
         underlying our announcements in September and October 1996 that we
         intended to restate certain prior financial statements covering the
         1992 through 1995 fiscal years. We have agreed to the entry of a cease
         and desist order in which we promise not to violate U.S. securities
         laws. The cease and desist order provides for no fines or penalties
         against us or any of our current officers and directors. This concludes
         all pending litigation surrounding the matters underlying our financial
         restatement.

         We are and may be involved in other litigation relating to claims
         arising out of our operations in the normal course of business. We do
         not expect any pending litigation to have a material adverse effect on
         our business, financial condition or results of operations.

ITEM 2.  CHANGES IN SECURITIES

         None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The Annual Meeting of Stockholders of Micro Warehouse, Inc. was held on
         June 3, 1999. At that meeting, the Stockholders elected the following
         individuals to serve as members of the Board of Directors in accordance
         with the votes indicated below:

<TABLE>
<CAPTION>
                                                           WITHHELD
         NAME                           FOR                AUTHORITY
         ----                           ---                ---------
         <S>                            <C>                <C>
         Felix Dennis                   32,000,335         1,980,100
         Frederick H. Fruitman          32,101,452         1,878,983
         Peter Godfrey                  31,990,835         1,989,600
         Joseph M. Walsh                32,101,480         1,878,955
</TABLE>

         Additionally, the Stockholders approved an amendment to the 1994 Stock
         Option Plan to increase the number of shares of common stock reserved
         for issuance from 4,000,000 to 6,000,000 shares. The results were as
         follows:

<TABLE>
<CAPTION>
         FOR                AGAINST         ABSTAIN          BROKER NO-VOTE
         ---                -------         -------          --------------
         <S>                <C>             <C>              <C>
         15,522,165         11,114,537      32,253           7,311,480
</TABLE>


                                       22
<PAGE>

         Finally, the Stockholders ratified the appointment of
         PricewaterhouseCoopers LLP as our independent auditors for the fiscal
         year ending December 31, 1999. The results were as follows:

<TABLE>
<CAPTION>
         FOR                 AGAINST          ABSTAIN
         ---                 -------          -------
         <S>                 <C>              <C>
         33,957,866          4,544            18,025
</TABLE>

ITEM 5.  OTHER INFORMATION

         None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits


         Exhibit 11 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS

         Exhibit 27 FINANCIAL DATA SCHEDULE

         (b) Reports on Form 8-K

         We filed a Form 8-K/A pursuant to Item 4 therein on April 7, 1999 to
         report that KPMG LLP had completed its audit of our consolidated
         financial statements for the year ended December 31, 1998 and we
         engaged PricewaterhouseCoopers LLP as our new independent accountants
         for the audit of the consolidated financial statements for the year
         ending December 31, 1999.


                                       23
<PAGE>

                                    SIGNATURE

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


                                    MICRO WAREHOUSE, INC.

                                    The Registrant

Date: August 13, 1999
                                    By /s/ WAYNE P. GARTEN
                                       ----------------------------------------
                                       WAYNE P. GARTEN
                                       Executive Vice President and
                                       Chief Financial Officer

                                    (Duly Authorized Officer of the Registrant,
                                    Principal Financial Officer and Principal
                                    Accounting Officer)


                                       24
<PAGE>

INDEX TO EXHIBITS

EXHIBIT
NUMBER                      DESCRIPTION OF EXHIBIT
--------------------------------------------------------------------------------

11                Statement re Computation of Per Share Earnings

27                Financial Data Schedule


                                       25