<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:  SEPTEMBER 30, 1996

                                          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 the latest practicable date:

CLASS: COMMON STOCK    OUTSTANDING SHARES AT SEPTEMBER 30, 1996:   34,336,592

<PAGE>

                                MICRO WAREHOUSE, INC.


                                        INDEX

                                                                           PAGE


PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements (unaudited)

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

    Consolidated Statements of Income. . . . . . . . . . . . . . . . . . . .4

    Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . .  5

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

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


PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . 12

Item 1 - Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . 12

Item 6 - Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . 13

SIGNATURE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14


                                          2

<PAGE>
 
<TABLE>
<CAPTION>


                                           PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS
                                                MICRO WAREHOUSE, INC.
                                             CONSOLIDATED BALANCE SHEETS
                                                   (IN THOUSANDS)
                                          ---------------------------------
                                                     (UNAUDITED)
                                                                               SEPTEMBER 30, DECEMBER 31,
                                                                                  1996           1995(A)
                                                                                  ----          ------
<S>                                                                              <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                     $119,106        $81,614
  Marketable securities at market value                                           14,073         20,580
  Accounts receivable, net of allowance for doubtful accounts ($9,060 and
    $7,498 at September  30, 1996 and December 31, 1995, respectively)           188,518        172,275
  Inventories                                                                    121,607        143,941
  Prepaid income taxes                                                            21,439         16,957
  Prepaid expenses and other current assets                                       19,061         28,156
  Deferred taxes                                                                   4,849          5,266
                                                                                --------       --------
     TOTAL CURRENT ASSETS                                                        488,653        468,789
                                                                                --------       --------
Property, plant and equipment, net                                                29,544         32,175
Goodwill, net                                                                     44,893         44,644
Other assets                                                                       2,480          4,133
                                                                                --------       --------
     TOTAL ASSETS                                                               $565,570       $549,741
                                                                                --------       --------
                                                                                --------       --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable - trade                                                      $103,734       $109,906
  Accrued expenses                                                                51,247         34,318
  Income taxes                                                                     1,483          5,939
  Deferred revenue                                                                 4,435          4,602
  Loans payable, bank                                                             35,934         38,294
  Equipment obligations                                                              316            384
                                                                                --------       --------
     TOTAL CURRENT LIABILITIES                                                   197,149        193,443
                                                                                --------       --------
Equipment obligations                                                                424            668
                                                                                --------       --------
     TOTAL LIABILITIES                                                           197,573        194,111
                                                                                --------       --------
Stockholders' equity:
  Preferred stock, $.01 par value:                                                     -              -
    Authorized - 100 shares; none issued
  Common stock, $.01 par value:
    Authorized - 100,000 shares; issued and outstanding; 34,337 and 33,968
      shares at September 30, 1996 and December 31, 1995 respectively                343            339
  Additional paid in capital                                                     270,488        265,648
  Retained earnings                                                              102,184         92,734
  Loan to officer                                                                (1,400)              -
  Cumulative translation adjustment                                              (3,618)        (1,033)
  Valuation adjustment for marketable securities                                       -           (46)
  Treasury stock                                                                       -        (2,012)
                                                                                --------       --------
     TOTAL STOCKHOLDERS' EQUITY                                                  367,997        355,630
                                                                                --------       --------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $565,570       $549,741
                                                                                --------       --------
                                                                                --------       --------


</TABLE>
 
See accompanying Notes to Unaudited Consolidated Financial Statements

(A) Financial data included in the December 31, 1995 balance sheet reflect
    correction of previously reported errors more specifically described in
    Note 1 of this quarterly report.



                                          3

<PAGE>

                                MICRO WAREHOUSE, INC.
                          CONSOLIDATED STATEMENTS OF INCOME
                FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996
                        (IN THOUSANDS, EXCEPT PER SHARE DATA)

          ------------------------------------------------------------------
                                     (UNAUDITED)




                                   Three Months Ended      Nine Months Ended
                                   September 30, 1996    September 30, 1996(B)
                                   ------------------    ---------------------

Net sales                               $437,981              $1,389,547
Cost of goods sold                       359,289               1,127,329
                                      ----------              ----------
    Gross profit                          78,692                 262,218
Selling, general and
  administrative expense                  61,510                 203,334
Write-off of goodwill                          -                   5,977
Restructuring costs                            -                  21,226
Merger costs                                   -                   6,113
                                      ----------              ----------
Income from operations before
  interest, income taxes and
  extraordinary charge                    17,182                  25,568
Interest income                              846                   1,208
                                      ----------              ----------
Income  from operations before
  income taxes and  extraordinary
  charge                                  18,028                  26,776
Provision for income taxes                 7,303                  15,742
                                      ----------              ----------
Income before extraordinary
  charge                                  10,725                  11,034
Extraordinary charge, net of
  taxes                                        -                   1,584
                                      ----------              ----------
     Net income                          $10,725                  $9,450
                                      ----------              ----------
                                      ----------              ----------
Net income per share                       $0.31                   $0.27
                                      ----------              ----------
                                      ----------              ----------
Weighted average number of
  shares outstanding                      34,630                  34,667
                                      ----------              ----------
                                      ----------              ----------

See accompanying Notes to Unaudited Consolidated Financial Statements

(B) Certain historical financial information is not being presented.  See
    Note 1 which addresses the Company's intent to restate prior period
    financial statements.


                                          4

<PAGE>

                                MICRO WAREHOUSE, INC.
                         CONSOLIDATED STATEMENT OF CASH FLOWS
                      Representing Increases (Decreases) In Cash
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                    (IN THOUSANDS)
               --------------------------------------------------------
                                     (UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES:                                 1996 (B)
                                                                      --------
   Net income                                                     $  9,450
                                                                   ---------
   Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depreciation and amortization                                8,510
        Write-off of goodwill                                        5,977
        Deferred taxes                                                 417
        Restructuring charge - fixed assets                          2,028
        Extraordinary charge                                         1,900
        Changes in assets and liabilities, net of effect of
             purchase acquisitions:
          Accounts receivable, net                                 (15,576)
          Inventories                                               23,826
          Prepaid expenses and other assets                         10,441
          Prepaid income taxes                                      (4,482)
          Accounts payable-trade                                    (6,883)
          Income taxes payable                                      (4,456)
          Accrued expenses                                          16,902
          Deferred revenue                                            (167)
                                                                   ---------
            Total adjustments                                       38,437
                                                                   ---------
           Net cash provided by operating activities                47,887
                                                                   ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Sales of marketable securities, net                               6,553
   Purchases or adjustments to acquisitions
     of businesses, represented by:
          Goodwill                                                  (6,251)
          Other net assets                                          (2,120)
   Acquisition of property, plant and equipment                     (6,876)
                                                                   ---------
          Net cash (used) by investing activities                   (8,694)
                                                                   ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds from issuance of common stock                        5,456
   Bank borrowings, net                                             17,640
   Redemption of Senior Notes                                      (21,900)
   Principal payments of obligations under capital leases             (312)
                                                                   ---------
            Net cash provided by financing activities                  884
                                                                   ---------
 Effect of exchange rate changes on cash                            (2,585)
                                                                   ---------
Net change in cash                                                  37,492
CASH AND CASH EQUIVALENTS:
   Beginning of period                                              81,614
                                                                   ---------
   End of period                                                  $119,106
                                                                   ---------
                                                                   ---------


See accompanying Notes to Unaudited Consolidated Financial Statements

(B) Certain historical financial information is not being presented.  See
    Note 1 which addresses the Company's intent to restate prior period
    financial statements.


                                          5

<PAGE>

                                MICRO WAREHOUSE, INC.

                 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

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.  Certain
    comparative historical information required to be included has been omitted
    for the reasons set forth in the following paragraph.

    On September 30, 1996, the Company announced that it had uncovered errors 
    in its accounting procedures. On October 15, 1996 the Company announced   
    that, after further review of the previously reported errors, it     
    anticipated the aggregate charge to operating profits to be approximately
    $28 million after tax.  The Company has found that since 1992 it 
    incorrectly accounted for accrued inventory liabilities and trade payables.
    Inaccuracies in these accounts total approximately $47.3 million. 
    Accordingly, the Company has increased its accounts payable by $47.3 
    million and also recorded an offsetting increase in the Company's prepaid
    income taxes of $19.1 million as of September 30, 1996.  Of the $47.3 
    million, approximately $3.2 million before tax (relating to the first 
    quarter of 1996) has been charged against the nine month period ending 
    September 30, 1996.  In connection with the foregoing, the Company will 
    be recording in 1995 a $2.2 million credit before tax resulting from the 
    rescission of 1995 incentive bonuses paid to certain senior executives. 
    This $2.2 million credit will reduce the previously announced after-tax 
    charge of $28.0 million to $26.8 million.  The Company plans to restate 
    the financial statements for the first quarter of 1996 reflecting
    the charge of $3.2 million before tax and plans to restate the appropriate 
    prior years by adjusting the remaining $41.9 million over those years.
    Until the Company has completed its investigation and determined the impact
    of the restatement on the appropriate periods, previously issued financial
    statements and the related auditors' reports should not be relied upon. As
    a result, certain comparative information has been omitted.

    The unaudited condensed consolidated financial statements for the three
    months and nine months ended September 30, 1996 included herein reflect all
    adjustments which are, in the opinion of management, necessary to state
    fairly the results for the periods presented. As stated previously, the
    restated financial statements for prior periods will be issued upon
    completion by the Company of its investigation of these matters and the
    audit of the annual financial statements by the Company's independent
    auditors.  The results for the current period are not necessarily
    indicative of the results expected for the full fiscal year.


                                          6

<PAGE>

2.  NET INCOME PER SHARE

    Following is an analysis of the components of the shares used to compute
    net income per share:
 
<TABLE>
<CAPTION>

                                                THREE MONTHS ENDED   NINE MONTHS ENDED
                                                SEPTEMBER 30, 1996   SEPTEMBER 30, 1996
                                                ------------------   ------------------
                                                      (000)                 (000)

<S>                                             <C>                  <C>
Shares outstanding at beginning of period            34,278               33,968

Incremental shares related to stock options             352                  699
                                                     ------               ------

                                                     34,630               34,667
                                                     ------               ------

</TABLE>
 
3.  BUSINESS COMBINATIONS

On January 25, 1996, the Company completed a merger with Inmac Corp. ("Inmac").
Under the terms of the merger, the Company exchanged 3,033,682 common shares for
all of Inmac's 10,816,836 common shares in a transaction accounted for as a
pooling of interests.  Accordingly, all historical financial information
contained in these consolidated financial statements has been restated to
include Inmac.  In connection with this transaction, the Company has recorded
restructuring charges of $21.2 million comprised of:  personnel (severance) of
$10.0 million, facilities (leases and fixed asset write-offs) of $9.6 million
and other of $1.6 million.  Payments through September 30, 1996 have reduced
this balance to $5.1 million.  Management does not believe that the total
restructuring charge will be significantly different from the originally
recorded charge.

On September 10, 1996 the Company acquired all of the issued and outstanding
capital stock of Helsinki, Finland based Business Forum Oy Ltd. and Oy Mundi
International Inc. for an initial cash payment of $2.5 million.  An additional
$1.25 million may be payable upon the achievement of certain performance
criteria.   Subsequent to this acquisition, the business of the acquired
entities was consolidated with the Company's existing Finnish subsidiary.

On October 25, 1996, the Company acquired for cash substantially all of the
assets of USA Flex, Inc., a direct marketer of computer products in the United
States.  The purchase price was approximately $26.3 million.

4.  EXTRAORDINARY CHARGE

During the first quarter of 1996, the Company recorded an extraordinary charge
of $1.6 million related to early extinguishment of debt (net of a tax benefit of
$1.1 million) resulting from the mandatory prepayment of $20.0 million of Senior
Notes of Inmac, which action was caused by the merger.  The extraordinary charge
consisted of a premium of $1.9 million paid on the redemption of the Senior
Notes and the write-off of deferred financing costs of $0.8 million.


                                          7

<PAGE>

5.  WRITE-OFF OF GOODWILL

Due to uncertainties in the Apple Macintosh marketplace, the Company
re-evaluated the carrying value of goodwill in its Macintosh-only subsidiaries
in Australia, Denmark, Mexico and Switzerland.  As a result of that
re-evaluation, the Company recorded a charge of $6.0 million in the quarter
ended June 30, 1996, which  amount represents substantially all of the goodwill
associated with these  subsidiaries.

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

OVERVIEW

The Company sells computer products primarily through its two main catalogs,
MacWAREHOUSE and MicroWAREHOUSE.   In late 1987, the Company introduced its
MacWAREHOUSE catalog for users of Macintosh computers.  In 1989, the Company
began distributing its first MicroWAREHOUSE catalog for users of IBM-compatible
PCs and instituted its business-to-business outbound sales program.  The Company
also publishes targeted catalogs namely, Data CommWAREHOUSE, directed to the
data communications and networking markets, Micro SystemsWAREHOUSE, offering
microcomputer systems and peripherals to the PC/Windows market, and Mac
SystemsWAREHOUSE, offering Mac computer systems and peripherals to the Mac
market.  During 1995, the Company combined the CD-Rom and Home ComputerWAREHOUSE
catalogs with its core catalogs and discontinued its Paper design and Micro
SuppliesWAREHOUSE catalogs.  Subsequent to the Inmac acquisition, the Company
commenced publication both domestically and internationally of various Inmac
catalogs.

Over the past few years, the Company has expanded its international operations.
The Company commenced full-scale operations in the United Kingdom in 1991 and in
France and Germany in 1992.  In 1993, the Company established a licensing
arrangement in Australia and acquired, through newly-formed foreign
subsidiaries, businesses with operations in Denmark, Norway and Sweden.  During
1994, the Company acquired eight additional businesses with operations in
Holland, Belgium, Finland, Norway, Sweden, France, Mexico and Canada.  The
Company also began operations in Japan.  In 1995, the Company acquired
complimentary businesses in the United Kingdom, Germany, Australia (including
its licensee) and Switzerland.  Micro Warehouse international catalog
distribution includes the MacWAREHOUSE, MicroWAREHOUSE, LanWAREHOUSE (the
European counterpart to the U.S. Data CommWAREHOUSE) catalogs and various Inmac
catalogs.

RESULTS OF OPERATIONS

As discussed in Item 1 of this Quarterly Report, the Company has determined that
prior period financial statements must be restated as a consequence of
discovering errors in its accounting procedures.  While the Company has
determined the cumulative effect of these items, it has not yet determined the
individual prior quarterly periods to which the adjustments relate.  When this
determination is made, the Company will restate the affected periods.  The
Company believes the amounts for the three and nine months ended September 30,
1995 described in the following discussion will not materially change as a
result of the restatement of prior periods.



                                          8

<PAGE>

THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS
ENDED SEPTEMBER 30, 1995

SALES

Net sales increased by $14.5 million or 3.4% to $438.0 million for the three
months ended September 30, 1996 from $423.5 million for the previously reported
three months ended September 30, 1995.  This increase in net sales was primarily
attributable to continued growth in the domestic IBM PC-compatible ("Wintel")
business (excluding Inmac) which increased by 35% to $121.4 million due to
significant growth in catalog circulation which was up 26% and an increase in
the average order size of 29% to $569.  Offsetting this growth was a decline in
the international business of 7% to $137.4 million.

The domestic Macintosh business declined 1% to $159.2 million, which decline was
attributable to a reduced response rate to the Company's MacWAREHOUSE and Mac
SYSTEMSWarehouse catalogs.  Average order value increased slightly to $428, up
from $400 last year.

Net sales for the domestic Inmac business, which was acquired in January, 1996,
declined by 17% to $20.0 million attributable to a reduced response rate to
catalog mailings as well as reduced revenue due to the relocation of Inmac's
sales function from Dallas, Texas to Gibbsboro, New Jersey.

International sales decreased by 7% to $137.4 million which was comprised of
Micro Warehouse sales (exclusive of Inmac) down 13% and Inmac sales which were
up 1%.  The international business was more heavily impacted by the decrease in
the sales of Macintosh products.  The international Macintosh business decreased
by 18% from the same quarter last year.  The international Wintel business
(including Inmac) was unchanged from the prior year.  The Company decreased
overall international catalog circulation by 9% as it eliminated certain
unprofitable Inmac catalogs and reacted to the traditionally slower summer
months.

GROSS PROFIT FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996

Consolidated gross profit, which consists of net sales less product and
transportation costs, was 18.0% of sales.  In the U.S., gross profit was 17.8%
of sales; international gross profit was 18.4% of sales.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 1996

Selling, general and administrative expenses were 14.0% of sales.

NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS
ENDED SEPTEMBER 30, 1995

SALES

Net sales increased by $207.1 million or 17.5% to $1,389.5 million for the nine
months ended September 30, 1996 from $1,182.4 million for the previously
reported nine months ended September 30, 1995.  The increase in net sales was
attributable to increases in the Company's domestic Macintosh business, up 17%,
the Wintel business, up 30% and the international business, up 9%.  The
Company's domestic Wintel business, exclusive of Inmac, was up by 41% due to
increased catalog circulation of 34% and a


                                          9

<PAGE>

higher average order size up 30% to $545.  The domestic Inmac business was down
9% for the nine months.

International sales, which were up 9%, are comprised of Micro Warehouse sales
(exclusive of Inmac) which were up 17%, and Inmac sales which were up 1%.  Inmac
sales are approximately 46% of total international sales.  The Wintel business
was up 11% (inclusive of Inmac) with the Micro Warehouse business up 43% and
Inmac up 1%.  The Macintosh business was up 7% internationally.

GROSS PROFIT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996

Consolidated gross profit was 18.9% of sales.  In the U.S., gross profit was
18.3% of sales; international gross profit was 20.0% of sales.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 1996

Selling, general and administrative expenses were 14.6% of sales.

LIQUIDITY AND CAPITAL RESOURCES

In October 1995, the Company completed a follow-on offering of its common stock
resulting in net proceeds to the Company of $50.8 million.  As of September 30,
1996, the Company had cash and short-term investments totaling $133.2 million.

Inventories decreased to $121.6 million at September 30, 1996 from $143.9
million at December 31, 1995.  Annualized inventory turns were 12.0 at September
30, 1996.  Accounts receivable increased to $188.5 million at September 30, 1996
from $172.3 million at December 31, 1995.  The days sales outstanding increased
to 44.8 days in 1996 from 44.3 days at September 30, 1995.

Capital expenditures for the first nine months of 1996 and 1995 were $6.9
million and $11.0 million, respectively, primarily for computer systems and
distribution equipment both in the United States and internationally.  Although
the Company's primary capital needs will be to fund its working capital
requirements for expected sales growth, the Company expects that future growth
will also require continued expansion of its computer systems and distribution
capacity.  The Company has a multi-currency borrowing facility for $75 million.
The purpose of this facility is to provide working capital financing for its
foreign subsidiaries in local currencies, thus limiting exposure to foreign
exchange fluctuation.  Total borrowings as of September 30, 1996 under this
arrangement were $35.9 million. Additionally, at September 30, 1996 the Company
had an unused line of credit in the United States which provided for unsecured
borrowings of up to $15.0 million for working capital purposes.

On September 10, 1996 the Company acquired all of the issued and outstanding
capital stock of Business Forum Oy Ltd. and Oy Mundi International Inc. for an
initial cash payment of $2.5 million.  An additional $1.25 million may be
payable upon the achievement of certain performance criteria.  Subsequent to
this acquisition, the business of the acquired entities was consolidated with
the Company's existing Finnish subsidiary.  On October 25, 1996, the Company
purchased substantially all of the assets


                                          10

<PAGE>

of USA Flex, Inc. for an aggregate cash purchase price of $26.3 million.   This
acquisition has reduced the Company's available cash balances subsequent to the
balance sheet date.

The Company believes that its existing cash reserves, cash flow from operations
and existing credit facilities will be sufficient to satisfy its operating cash
needs for at least the next 12 months.  Thereafter, the Company may require
additional cash reserves.

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS AND LIQUIDITY

The Company and certain of its directors and officers have been named as
defendants in putative class action lawsuits which allege violations of various
provisions of the federal securities laws and the common law; certain of the
same directors have been named as defendants in a derivative lawsuit charging
breach of fiduciary duties.  In addition, the Company is the subject of an
informal inquiry by the Securities and Exchange Commission relating to
circumstances underlying the proposed restatement of the Company's financial
results.  See Part II Item 1 captioned "Legal Proceedings".  The Company expects
to incur significant legal and other costs associated with these matters which
will increase general and administrative expenses.  Neither the Company nor the
other defendants have responded to any of the lawsuits.  The Company is unable
to determine the amount or materiality of the  resolution of these matters.

OUTLOOK

The Company expects that the installed base of personal computers will continue
to expand but at slower rates than experienced in the past. Although the Mac
business performed well for the Company in the 1996 first quarter with a growth
rate of 50%, the Macintosh business has suffered considerably with sales in the
third quarter down by approximately 6% year over year reflecting continued
uncertainties in the Apple marketplace. The growth in the installed base of
personal computers, coupled with the Company's prospecting activities for new
customers should increase the Company's sales in the future subject, however, to
continued uncertainties in the Mac business.  The Company continues to expand
its Wintel business and will continue to seek out opportunities in this
connection in order to reduce its reliance on the Mac platform.

STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT

With the exception of the historical information contained in this report, the
matters described herein contain forward-looking statements that involve risk
and uncertainties including but not limited to economic, competitive,
governmental, technological and litigation factors outside of the control of the
Company.  These factors more specifically include:  Uncertainties surrounding
the demand for and supply of products manufactured by and compatible with those
of Apple Computer, Inc.; success of the Company's diversification away from its
Apple products; growth of the personal computer industry; timely availability of
existing and new products; competition from other catalog and retail store
resellers and the ultimate outcome of the legal proceedings brought against the
Company described herein.  These and other factors are described in this
quarterly report and more generally in the MD&A section of the Company's 1995
Annual Report to Stockholders and most specifically in the paragraphs in that
section


                                          11

<PAGE>

captioned "Liquidity and Capital Resources", "Impact of Inflation and
Seasonality", "Subsequent Event", and "Outlook".


                             PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

During October 1996, the Company and certain of its directors and officers were
named as defendants in seven lawsuits brought in the United States District
Court for the District of Connecticut by parties which seek to represent classes
of stockholders who purchased shares of the Company's common stock during
different periods between January, 1994 and September, 1996, or exchanged shares
in a merger transaction completed in January, 1996.  These lawsuits advance
claims under various provisions of the federal securities laws and the common
law and assert that various misleading disclosures were made concerning the
Company's financial performance and condition and other related circumstances
during the periods described and seek unspecified monetary damages and in
certain instances rescission. The lawsuits followed and are predicated upon the
Company's announcements in September and October, 1996 that it intends to
restate certain prior financial statements.  The matters are all at an initial
stage.  Neither the Company nor the other defendants have responded to any of
them.

In November, 1996, a shareholder derivative action was filed in the United
States District Court for the District of Connecticut, purportedly on behalf of,
and for recovery by, the Company, which is named as a nominal defendant.  The
complaint charges certain directors and officers with violation of fiduciary
duties in selling Company stock based on non-public information and in causing
or permitting the exposure of the Company to damage, such as through the class
litigation described above, attributable to the same circumstances that are the
subject of the class litigation.  The derivative action is at a preliminary
stage, and neither the Company nor any of the defendants have responded to it.

In addition, the staff of the Securities and Exchange Commission has notified
the Company that the staff is conducting an informal inquiry into the events
that underlie the Company's announced intention to restate certain prior period
financial statements.  The Company is cooperating with the staff in its
investigation.

The Company is unable to determine the amount or materiality of the resolution
of the matters discussed in this Item.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits

    Exhibit 10.1 - Employment Agreement of Linwood A. Lacy, Jr. dated as of
              September 4, 1996.

    Exhibit 10.2 - Amendment to Employment Agreement of Linwood A. Lacy, Jr.
               dated as of September 4, 1996.


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<PAGE>

    Exhibit 27 - Financial Data Schedule

    (b)  Reports on Form 8-K

    1)   The Company filed a Form 8-K pursuant to Item 5 on October 1, 1996 to
         report that the Company may restate its 1994 and 1995 financial
         results.

    2)   The Company filed a Form 8-K pursuant to Item 5 on October 3, 1996 to
         report that Linwood A. Lacy, Jr. was appointed President and Chief
         Executive Officer of the Company effective as of October 1, 1996.

    3)   The Company filed a Form 8-K pursuant to Item 5 on October 3, 1996 to
         report that a class action complaint dated October 1, 1996 had been
         filed against the Company in the U.S. District Court in Bridgeport,
         Connecticut captioned Bruce Payne, et als. v. Micro Warehouse, Inc.,
         et als bearing docket no. 396CV01920 claiming a possible violation of
         Sections 10(b) and 20(a) of the Securities Exchange Act and Rule
         10(b)-5.

    4)   The Company filed a Form 8-K pursuant to Item 5 on October 16, 1996 to
         report that it continues to oversee a review of previously reported
         errors in its accounting procedures and confirmed that it will restate
         1994 and 1995 and first quarter 1996 financial results and it may
         restate 1993 financial results.



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<PAGE>

                                MICRO WAREHOUSE, INC.

                                      FORM 10-Q

                                 SEPTEMBER  30, 1996

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




                                      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:  November 19, 1996
                                    By_______________________________
                                        STEVEN PURCELL
                                        Vice President-Finance, Chief
                                         Financial Officer and Treasurer

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





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