EXHIBIT 10.3

                              MICRO WAREHOUSE, INC.
               AMENDMENT NO. 2 TO 1992 AND 1994 STOCK OPTION PLANS

                          DATED AS OF DECEMBER 18, 1996

      WHEREAS, the 1992 Stock Option Plan was approved by the Board of Directors
on October 1, 1992 and by the Stockholders on June 15, 1992; and

      WHEREAS, the 1994 Stock Option Plan was approved by the Board of Directors
on October 1, 1994 and by the Stockholders on June 15, 1994; and

      WHEREAS, this Amendment No. 2 was approved by the Board of Directors at
the December 18, 1996 Board Meeting and is subject to approval by the
stockholders at their Annual Meeting of Micro Warehouse, Inc. on June 4, 1997;
and

      WHEREAS, this Amendment is intended to comply with certain amendments to
Section 162(m) of the Internal Revenue Code.

      NOW, THEREFORE,

      The undersigned Secretary of the Corporation certifies the following is
Amendment No. 2 to the 1992 Stock Option Plan and the 1994 Stock Option Plan
subject to Stockholder approval on June 4, 1997:

      Paragraph 4 of the Micro Warehouse, Inc. 1992 Stock Option Plan captioned
      "Administration" shall be amended so that the same shall read as follows:

            "The 1992 Plan shall at all times be administered in accordance with
      the regulations of Rule 16b-3 of the Securities and Exchange Act of 1934
      as amended by the Securities and Exchange Commission Release No. 34-37260.
      The 1992 Plan may be administered by the Board of Directors or by a
      Committee of two or more "non-employee directors". The Board or the
      Committee shall determine and designate, from time to time, the employees,
      directors and consultants to whom options shall be granted and the number
      of shares to be covered by each option, the option price, the period of
      each option, and the time or times at which options may be exercised.
      Subject to the provisions of the 1992 Plan, the Board or the Committee
      may, from time to time, adopt rules and regulation relating to
      administration of the 1992 Plan and make all other determinations in the
      judgment of the Board or the Committee necessary or desirable for the
      administration of
<PAGE>

      the 1992 Plan. The interpretation and construction of the provisions of
      the 1992 Plan and stock option agreements implemented thereunder by the
      Board or the Committee shall be final and conclusive. The Board or the
      Committee may correct any defect or supply any omission or reconcile any
      inconsistency in the 1992 Plan or in any option agreement in the manner
      and to the extent it shall deem expedient to carry the 1992 Plan into
      effect and it shall be the sole and final judge or such expediency."

      Paragraph 7 of the Micro Warehouse, Inc. 1992 Stock Option Plan captioned
      "Nontransferability" shall be amended so that the same shall read as
      follows:

            "(a) Options. Each option granted under the 1992 Plan by its terms
      shall be nonassignable and nontransferable by the optionee, either
      voluntarily or by operation of law, except that options may be assigned or
      transferred as follows to: members of the optionee's immediate family
      intended to include parents, spouse, children or grandchildren; or trusts,
      family partnerships, or other like entities provided that all of the
      beneficiaries of the same are members of said immediate family, or to any
      person or entity by will or by the laws of descent and distribution of the
      state or country of the optionee's domicile at the time of death. In all
      events, the transferrees' rights with respect to any such option shall be
      subject to and fully governed by the provisions of the Plan and any
      provisions which would have affected any transferred options had the same
      not been transferred shall, pari passu, govern said options. Upon any
      attempt to transfer, assign, pledge, hypothecate or otherwise dispose of
      any option under this 1992 Plan or of any right or privilege conferred
      hereby or hereunder contrary to the provisions hereof, or upon the sale or
      levy or any attachment or similar process upon the rights and privileges
      conferred hereby or hereunder, such option relating thereto shall
      thereupon terminate and become null and void. In all events, each such
      option by its terms shall be exercisable by either the optionees or
      transferrees permitted hereinabove.

            (b) Stock. Stock issued upon exercise of an option may have, in
      addition to restrictions on transfer imposed by law, such restrictions on
      transfer as may be determined by the Board or the Committee."

      The Corporation is desirous of amending its 1994 Stock Option Plan to
      increase the number of shares available for issue upon exercise of options
      from 1,000,000 to 3,000,000 in the aggregate.

      Pursuant to the Securities and Exchange Commission Release No. 34-37260
      dated May 21, 1996, new rules were adopted with respect to Section 16 of
      the Securities and Exchange Act of 1934 and the Corporation is desirous of
      complying with said new rules and amending its 1994 Stock Option Plan in
      furtherance of the same.

      Said 1994 Stock Option Plan is hereby amended in the following
particulars:
<PAGE>

      Subject to stockholder approval with respect to the proposed share
      increase from 1,000,000 to 3,000,000 common shares, Paragraph 2 of the
      Micro Warehouse, Inc. 1994 Stock Option Plan captioned "Shares Subject to
      the 1994 Plan" shall be amended so that the same shall read as follows:

            "Subject to adjustment, as provided in Paragraph 10, the stock to be
      offered under the 1994 Plan shall consist of shares of the Company's
      Common Stock ("Stock") and the number of shares of Stock that may be
      issued upon exercise of all options granted under the 1994 Plan shall not
      exceed in the aggregate 3,000,000 shares; however, the maximum number of
      shares underlying an option grant shall not exceed 100,000 in any one year
      to any individual. Such shares may be authorized and unissued shares or
      may be treasury shares. If an option granted under the 1994 Plan shall
      expire or terminate for any reason without having been exercised in full,
      the unpurchased shares subject to such option shall again be available
      under the 1994 Plan. Stock issued under the 1994 Plan may be subject to
      such restrictions on transfer, repurchase rights or other restrictions as
      shall be determined by the Board of Directors of the Company (the "Board)"
      or a Committee of the Board (the "Committee") as determined under
      Paragraph 4 hereinbelow

      Paragraph 4 of the Micro Warehouse, Inc. 1994 Stock Option Plan captioned
      "Administration" shall be amended so that the same shall read as follows:

            "The 1994 Plan shall at all times be administered in accordance with
      the regulations of Rule 16b-3 of the Securities and Exchange Act of 1934
      as amended by the Securities and Exchange Commission Release No. 34-37260.
      The 1994 Plan may be administered by the Board of Directors or by a
      Committee of two or more "non-employee directors". The Board or the
      Committee shall determine and designate, from time to time, the employees,
      directors and consultants to whom options shall be granted and the number
      of shares to be covered by each option, the option price, the period of
      each option, and the time or times at which options may be exercised.
      Subject to the provisions of the 1994 Plan, the Board or the Committee
      may, from time to time, adopt rules and regulation relating to
      administration of the 1994 Plan and make all other determinations in the
      judgment of the Board or the Committee necessary or desirable for the
      administration of the 1994 Plan. The interpretation and construction of
      the provisions of the 1994 Plan and stock option agreements implemented
      thereunder by the Board or the Committee shall be final and conclusive.
      The Board or the Committee may correct any defect or supply any omission
      or reconcile any inconsistency in the 1994 Plan or in any option agreement
      in the manner and to the extent it shall deem expedient to carry the 1994
      Plan into effect and it shall be the sole and final judge or such
      expediency."

      Paragraph 7 of the Micro Warehouse, Inc. 1994 Stock Option Plan captioned
      "Nontransferability" shall be amended so that the same shall read as
      follows:
<PAGE>

            "(a) Options. Each option granted under the 1994 Plan by its terms
      shall be nonassignable and nontransferable by the optionee, either
      voluntarily or by operation of law, except that options may be assigned or
      transferred as follows to: members of the optionee's immediate family
      intended to include parents, spouse, children or grandchildren; or trusts,
      family partnerships, or other like entities provided that all of the
      beneficiaries of the same are members of said immediate family, or to any
      person or entity by will or by the laws of descent and distribution of the
      state or country of the optionee's domicile at the time of death. In all
      events, the transferrees' rights with respect to any such option shall be
      subject to and fully governed by the provisions of the Plan and any
      provisions which would have affected any transferred options had the same
      not been transferred shall, pari passu, govern said options. Upon any
      attempt to transfer, assign, pledge, hypothecate or otherwise dispose of
      any option under this 1994 Plan or of any right or privilege conferred
      hereby or hereunder contrary to the provisions hereof, or upon the sale or
      levy or any attachment or similar process upon the rights and privileges
      conferred hereby or hereunder, such option relating thereto shall
      thereupon terminate and become null and void. In all events, each such
      option by its terms shall be exercisable by either the optionees or
      transferrees permitted hereinabove.

            (b) Stock. Stock issued upon exercise of an option may have, in
      addition to restrictions on transfer imposed by law, such restrictions on
      transfer as may be determined by the Board or the Committee."

            Except as amended herein, the Micro Warehouse, Inc. 1992 and 1994
Stock Option Plans remain in full force and effect.

            The undersigned certifies this Amendment in his capacity as
Secretary of Micro Warehouse, Inc.

                                    ______________________________________
                                    Bruce L. Lev
                                    Secretary of the Corporation