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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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


                                    FORM 10-K


                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


  FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1996 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 NO.)
   INCORPORATION OR ORGANIZATION)

               535 CONNECTICUT AVENUE, NORWALK, CONNECTICUT 06854
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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

                                 (203) 899-4000
               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE

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

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                      NONE

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                     Common Stock, par value $.01 per share
                                (TITLE OF CLASS)

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



                                Page 1 of 
                          Exhibit Index on Page 20
<PAGE>

     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 of such
filing requirements for the past 90 days. Yes |X| No |_|.

     Indicate by check mark if the disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to the Form 10-K. |X|

     The aggregate market value of voting stock held by non-affiliates of the
Registrant computed by reference to the closing sales price as reported on the
Nasdaq Stock Market on March 17, 1997 was approximately $222,594,417. In
determining the market value of the voting stock held by non-affiliates, shares
of Common Stock beneficially owned by each executive officer, director and
holder of more than 10% of the outstanding shares of Common Stock have been
excluded. This determination of affiliate status is not necessarily a conclusive
determination for other purposes.

     Common Stock outstanding as of March 17, 1997: 34,366,046

                      DOCUMENTS INCORPORATED BY REFERENCE:

     Pursuant to General Instruction G(2) to this form, the information required
by Part I (Item 3) and Part II (Items 5, 6, 7 and 8) hereof is incorporated by
reference from the registrant's Annual Report to Stockholders for the Fiscal
Year ended December 31, 1996.

     Pursuant to General Instruction G(3) to this form, the information required
by Part III (Items 10, 11, 12, and 13) hereof is incorporated by reference from
the registrant's definitive Proxy Statement for its Annual Meeting of
Stockholders scheduled to be held on June 4, 1997.

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


                                       2
<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
                                     PART I

Item 1.    Business.......................................................    4

Item 2.    Properties.....................................................   12

Item 3.    Legal Matters..................................................   13

Item 4.    Submission of Matters to a Vote of Security Holders............   13

                                     PART II

Item 5.    Market for Registrant's Common Equity and Related Stockholder 
             Matters......................................................   13
Item 6.    Selected Financial Data........................................   13
Item 7.    Management's Discussion and Analysis of Financial Condition 
             and Results of Operations....................................   13
Item 8.    Financial Statements and Supplementary Data....................   14
Item 9.    Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure.....................................   14

                                    PART III

Item 10.   Directors and Executive Officers of the Registrant.............   14
Item 11.   Executive Compensation.........................................   14
Item 12.   Security Ownership of Certain Beneficial Owners and Management.   14
Item 13.   Certain Relationships and Related Transactions.................   14

                                     PART IV

Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K   14
           Signatures.....................................................   19


                                       3
<PAGE>

                                     PART I

ITEM 1. BUSINESS

Micro Warehouse, Inc. (the "Company" or "Micro Warehouse") is a specialty
catalog retailer and direct marketer of brand name personal computers, computer
software, accessories, peripheral and networking products to commercial and
consumer customers. The Company markets its products through frequent mailings
of its distinctive, colorful catalogs, Internet catalog sites on the worldwide
web and dedicated telemarketing account managers who focus on corporate,
education and government accounts. The Company offers brand name hardware and
software from leading vendors such as Adobe, Apple, Compaq, Hewlett Packard,
IBM, Iomega, Microsoft, Motorola, 3Com, and Toshiba.

Through its three core catalogs, MicroWarehouse, MacWarehouse and Data Comm
Warehouse, various specialty catalogs and its Internet sites, the Company offers
a broad assortment of more than 25,000 computer products at competitive prices.
With colorful illustrations, concise product descriptions and relevant technical
information, each catalog title 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 year ended December 31, 1996, the
Company distributed approximately 123 million catalogs worldwide, and as of
December 31, 1996, the Company had approximately 2.3 million customers who had
purchased products within the last 12 months (excluding customers of USA Flex,
which was acquired in October).

International operations, particularly in Europe and Canada, have become a
significant part of the Company's business. In 1991, the Company established
full-service, direct marketing operations in the United Kingdom. In late 1992,
the Company began operations in France and Germany and, in 1993 and 1994,
acquired companies or initiated operations in Sweden, Denmark, Norway, the
Netherlands, Belgium, Finland, and France. In this same timeframe, the Company
also expanded into the non-European markets of Japan, Canada and Mexico. In
1995, the Company acquired businesses in the United Kingdom, Germany, Australia
and Switzerland. In 1996 the Company discontinued its "Macintosh only"
operations in Belgium and Switzerland. The Company currently publishes catalogs
in 12 countries outside the US and distributed approximately 41 million catalogs
internationally in the year ended December 31, 1996. See Note 15 to Notes to
Consolidated Financial Statements for information regarding the Company's
operations in different geographic areas.

On January 25, 1996, the Company acquired Santa Clara, California-based Inmac
Corp. ("Inmac") through the issuance by the Company of 3,033,682 shares of its
common stock. Inmac is a leading international direct-response marketer of a
wide range of personal computer and networking products. Inmac operates in the
United States, Canada, France, Germany, the Netherlands, Sweden and the UK.
International sales by Inmac accounted for 73% of net sales in its fiscal year
ended July 29, 1995. For accounting purposes, the Inmac merger has been treated
as a pooling of interests.


                                       4
<PAGE>

Throughout 1996 the Company integrated the operations of Micro Warehouse and
Inmac on a worldwide basis. In the US, Inmac's corporate offices in Santa Clara
and its manufacturing operations in Sunnyvale, California were closed. Inmac's
Dallas, Texas telemarketing facility was closed and telemarketing operations
were moved to Micro Warehouse's Gibbsboro, New Jersey facility. Inmac's
warehouse in Louisville, Kentucky was closed and all activity was moved to the
Micro Warehouse fulfillment facility in Wilmington, Ohio. Internationally,
facilities were closed in the UK, France, Germany, the Netherlands, Sweden and
Canada.

In September 1996 the Company acquired the Helsinki, Finland based Business
Forum and a related company. In November the Company completed the acquisition
of the business of USA Flex, a Bloomingdale, Illinois direct marketer of IBM
PC-compatible personal computer products. This company has been successful in
acquiring customers and building its business from advertisements placed in US
computer publications, particularly Computer Shopper. The operating results of
these entities from dates of acquisition were not significant.

The Company maintains a full-service distribution center in Wilmington, Ohio,
totaling approximately 365,000 square feet and telemarketing centers in Lakewood
and Gibbsboro, New Jersey, South Norwalk, Connecticut, and Bloomingdale,
Illinois. The Company operates 24 hours a day, seven days a week in the US. The
Company also operates telemarketing and distribution facilities in the United
Kingdom, France, Germany, Denmark, Sweden, Norway, Finland, the Netherlands,
Japan, Australia, Mexico, and Canada. The Company's international operations
generally use the same distribution and processing computer systems and are able
to exchange data with US operations.

The Company began operations in 1987 as a Connecticut corporation and was
reincorporated in Delaware on October 2, 1992.

Catalog Publication

The Company currently publishes three main catalogs in the US: MacWarehouse for
the Macintosh market, MicroWarehouse for the IBM PC-compatible market and
DataCommWarehouse, for the data communications and networking market. The
Company published 14 editions of MacWarehouse and 12 editions each of
MicroWarehouse and Data CommWarehouse in the US in 1996. The Company also
published 7 editions of the Inmac catalog in the US in 1996. Additional
specialty catalogs are produced at various intervals. Domestically, active
customers (customers who have placed orders within the past 12 months) receive a
catalog at least monthly and all customers receive a catalog with every order
shipped. The Company also mails targeted versions of its catalogs to its
corporate, education and government customers. Internationally, catalogs are
published under the MicroWarehouse, MacWarehouse, Inmac, Lan Warehouse and
several other titles at various frequencies. The numbers of catalogs distributed
during the last three years were 123 million in 1996, 103 million in 1995 and 87
million in 1994.


                                       5
<PAGE>

Each catalog is printed with full-color photographs and detailed product
descriptions. The catalogs are generally created and produced in-house by the
Company's designers and production artists on a computer-based desktop
publishing system. The in-house preparation of most portions of the catalog
streamlines the production process, provides for greater flexibility and
creativity in catalog production and results in significant cost savings.

Marketing and Sales

Micro Warehouse services commercial and consumer customers but the focus of the
business has moved towards the commercial segment. As of December 31, 1996,
commercial customers represented one-third of the total domestic customer base
but accounted for approximately two-thirds of total domestic sales. The
Company's various marketing programs are designed to attract new customers and
to stimulate additional purchases from existing customers. The Company
continuously attracts new customers by selectively mailing catalogs to
prospective customers as well as through advertising in major computer magazines
and on the Internet. In addition, the Company obtains the names of prospective
customers through the use of selected mailing lists from various sources,
including manufacturers, suppliers, software publishers and computer magazine
publishers. Worldwide active customers in 1996 were 2.3 million and were 2.1
million and 1.8 million in 1995 and 1994, respectively.

Inbound Telemarketing. The Company employs telemarketing representatives who
assist customers in purchasing decisions, process product orders and respond to
customer inquiries on order status, product pricing and availability. The
Company processes approximately 43,000 domestic calls per day. The Company
offers toll-free numbers for all of its domestic customers. In addition, it
receives orders by fax, mail and the Internet. Through the Company's integrated
computer systems, a sales representative can quickly access a customer's record
which details past purchases as well as billing information. To provide more
targeted service, the Company has separate inbound sales groups for the
consumer, corporate and government/education segments.

Managed Commercial Telemarketing. In addition to its inbound telemarketers, the
Company has dedicated telemarketing account managers who are assigned to manage
and oversee various corporate, government and education accounts. The Company's
commercial sales program combines account management and catalog mailing to
penetrate these accounts. The Company's sales staff, through frequent contact,
seeks to build long-term relationships with the Company's commercial customers.
The Company has approximately 231,000 domestic commercial accounts that are
managed by its commercial telemarketing operations.

Customer Service and Technical Support. The Company believes that its ability to
provide prompt and efficient customer service has been critical to its success.
The Company's dedicated customer service representatives are trained to respond
to frequently asked questions such as the


                                       6
<PAGE>

status of an order or the Company's return policy. The Company also has a
technical support staff to assist customers with the selection, installation and
operation of their products. The Company offers a toll-free number for customer
service and technical support from 8:00 a.m. to midnight, eastern time, Monday
through Friday and from 10:00 a.m. to 6:00 p.m. on Saturday and Sunday.

Customer Return Policy. The Company provides a 30-day guarantee against defects
with respect to all of its products. The Company works closely with customers
and vendors to assure that all vendor warranties and return privileges are fully
honored. For the year ended December 31, 1996, the Company had a return rate of
approximately 7.3% of gross sales. Returns are received and processed as a
segregated activity to maintain control over the returned product, to initiate
the refund process and to obtain appropriate credit from suppliers. Return
experience is closely monitored at the stock-keeping-unit ("SKU") level to
identify trends in product offerings, enhance customer satisfaction and reduce
overall returns.

Micro Warehouse on the Internet. In July 1995, the Company launched an internet
catalog on the worldwide web. Product descriptions and prices of more than
20,000 products are provided on-line, with full information and on screen images
available for 10,000 items. Browsers can download demonstration
software to "try before they buy". Selected corporate clients can gain access to
their own exclusive on-line catalog, complete with unique product selections at
customized pricing. In 1996, some of the Company's overseas subsidiaries
launched their own web sites.

Seasonality. Customer response rates are subject to variations. The first and
last quarters of the year generally have higher response rates while the two
middle quarters typically have lower response rates. The slower quarters are
impacted by the summer months, particularly in Europe.

Products and Merchandising

The Company offers over 25,000 microcomputer hardware, software and peripheral
products to Macintosh and PC users. For the year ended December 31, 1996, sales
of products for Apple Macintosh computers represented approximately 48.5% of the
Company's net sales, while sales for IBM PC-compatible personal computers
represented approximately 51.5% of net sales. The Company's product evaluation
teams for the various product categories constantly monitor the market for new
products from new and existing vendors. As product areas decline in importance,
the amount of catalog exposure is reduced in favor of "hotter" new products and
the inventory levels and numbers of SKU's are adjusted downward. For the year
ended December 31, 1996, no single product accounted for more than 2.5% of the
Company's domestic net sales.

Hardware. The Company offers a large selection of hardware items. This category
includes personal computers, servers, printers, modems, monitors, data storage
devices, add-on circuit boards, connectivity products and certain business
machines. Brands sold in this category


                                       7
<PAGE>

include Apple, Compaq, Epson, 3Com, Cisco, Hayes, Hewlett Packard, IBM, Intel,
Texas Instruments and Toshiba. Hardware sales constituted approximately 74% of
the Company's domestic net sales in 1996.

Software. The Company sells a wide variety of computer software packages in the
business and personal productivity, connectivity, utility, language, education
and entertainment categories. The Company offers products from the larger, well
known vendors as well as numerous specialty products from new and emerging
vendors. Brands offered by the Company include Adobe, Claris, Connectix,
Insignia Solutions, Macromedia, Microdyne, Microsoft, Novell, Quark, and
Symantec. Software sales represented approximately 19% of the Company's domestic
net sales in 1996.

Supplies and Accessories. The Company currently sells various supplies such as
media, toner cartridges, desk and computer accessories and computer furniture
through its catalogs. Sales of these products constituted approximately 7% of
the Company's domestic net sales in 1996.

Private Label Brands. Under its private label brands, Power User, USA Flex and
NuData, the Company sells products such as microcomputers, hard drives, server
switches, memory chips, CD-Roms, cables, and accessories. Sales of these
products constituted approximately 10% of the Company's domestic net sales in
1996.

Purchasing

Domestically, the Company purchases products from approximately 1,700 vendors
and purchases approximately 72% of its products directly from manufacturers with
the balance from distributors. The Company's largest domestic vendors include
Adobe, Apple, Hayes, Hewlett Packard, IBM, Iomega, Microsoft, Motorola, 3Com and
Toshiba. In 1996 the leading 100 products sold by the Company accounted for
approximately 27% of its net sales. Purchases of products from Apple, the
Company's largest vendor, constituted approximately 16% of the Company's product
purchases.

The Company believes that its volume purchases enable it to obtain favorable
product pricing. Many of the Company's suppliers make funds available to the
Company in the form of advertising allowances and incentives to promote and
increase sales of their products. Generally, the Company has been able to return
unsold or obsolete inventory to its vendors through written agreements with, or
unwritten policies of, such vendors. In addition, the Company typically receives
price protection should a vendor subsequently lower its price. Internationally,
vendors price protection and return privileges are more limited.


                                       8
<PAGE>

Distribution Centers

All of the Company's U.S. distribution operations are conducted at the
Wilmington, Ohio warehouse/distribution center, which consists of approximately
365,000 square feet located in four facilities adjacent to the main distribution
facility of Airborne Express. Domestic orders accepted by midnight, eastern
time, are generally shipped for delivery the following day via Airborne Express
for a charge based on weight. Upon request, orders may also be shipped by
alternate means. The Company also operates distribution facilities in the United
Kingdom, France, Germany, Denmark, Norway, Sweden, Finland, the Netherlands,
Japan, Canada, Mexico, Australia.

Domestic orders are placed at the Company's Lakewood and Gibbsboro, New Jersey,
South Norwalk, Connecticut, and Bloomingdale, Illinois, facilities which include
telemarketing, customer service, training, management information systems,
accounting and administration. When an order is entered into the system, a
computer credit check or credit card verification is performed and, if approved,
the order is electronically transmitted to the warehouse in Wilmington, Ohio and
a packing slip is printed for order fulfillment. Inventory shrinkage has been
nominal.

Management Information Systems

The Company has committed significant resources to the development of an
integrated computer system which is used to manage all aspects of its business.
The main computer system is principally comprised of Hewlett Packard hardware
and licensed and internally-developed software. This system supports
telemarketing, marketing, purchasing, accounting, customer service, warehousing
and distribution. The system allows the Company, among other things, to monitor
sales trends, make informed purchasing decisions, provide product availability
and order status information. In addition to the main system, the Company has a
system of networked personal computers which provide numerous additional
management control, planning, and exception reporting which facilitates data
sharing and provides an automated office environment. During 1996, the Company
made installations and upgrades to its computer systems in both its domestic and
international operations, at an approximate cost of $5 million. The Company's
international operations generally use the same system and are able to exchange
data with the Company's United States operations. Routine capacity enhancements
are made periodically, as the Company deems necessary.


                                       9
<PAGE>

Competition

The computer products business is highly competitive. The Company competes with
consumer electronic and computer retail stores, including superstores, corporate
resellers, value-added resellers, other direct marketers of software and
computer related products and various "on-line" vendors and other resellers of
computer products. Some of those competitors provide superior product support,
configuration, and installation services. Several hardware and software vendors
sell their products directly to end users. Certain competitors of the Company
have financial and other resources greater than those of the Company. There can
be no assurance that the Company can continue to compete effectively against
existing competitors or new competitors that may enter the market. Price is an
important competitive factor in the personal computer software and hardware
market and there can be no assurance that the Company will not be subject to
increased price competition.

Employees

As of December 31, 1996, the Company employed 3,481 persons, of whom 733 were in
management, support services and administration; 1,079 in sales, technical
support and customer service; 466 in warehouse/distribution and 1,203 employed
at international locations. The Company's domestic employees are not represented
by a labor union and it has experienced no work stoppages. The Company believes
that its employee relations are good.

Sales Tax

The Company presently collects sales tax on sales of products to residents in
the states of New Jersey, Connecticut, Ohio and Illinois. Various states have
tried to impose on direct marketers the burden of collecting sales taxes on the
sale of products shipped to state residents. The United States Supreme Court
affirmed its position that it is unlawful for a state to impose sales tax
collection obligations on an out-of-state mail order company whose only contacts
with the state are the distribution of catalogs and other advertising materials
through the mail and subsequent delivery of purchased goods by parcel post and
interstate common carriers. In the event legislation is passed to overturn the
United States Supreme Court's decision or if the Court changes its position, the
imposition of a sales tax collection obligation on the Company in states to
which it ships products would result in additional administrative expenses to
the Company and could result in price increases to the customer.


                                       10
<PAGE>

Trademarks

The Company conducts its business under the trademarks and service marks
"MacWAREHOUSE," "MacSHOPPER," "MicroWAREHOUSE," "Upgrade Warehouse," "Windows
Warehouse," "Power User," "Data CommWAREHOUSE," "CD-Rom WAREHOUSE," "Micro
SystemsWAREHOUSE," "Mac Systems WAREHOUSE," "Home ComputerWAREHOUSE,"
"LanWAREHOUSE," "WAREHOUSE-On-Line," "Academic WAREHOUSE," "Developer's
WAREHOUSE," "The Mac Superstore," "NU DATA,", "Workstation EXPRESS," "PC
Select," "USA Flex," "Inmac," "MacSelect," "The Inmac Advantage," "Good
Impressions," "Black Pearl," and "Datamaster." The Company intends to use and
protect these or related marks, as necessary, in the United States and in
various foreign countries. The Company believes its trademarks and service marks
have significant value and are an important factor in the marketing of its
products. The Company's trademarks and servicemarks have an indefinite term as
long as they are used in connection with the Company's business activities. The
Company intends to take all appropriate steps to maintain use of its marks and
to renew registrations for its marks.

Regulation

The direct response business as conducted by the Company is subject to the Mail
and Telephone Order Merchandise Rule and 1996 Telemarketing Sales Rule and
related regulations promulgated by the Federal Trade Commission and comparable
state agencies. The Company believes it is in compliance with such rules and
regulations and has implemented programs and systems to assure ongoing
compliance.


                                       11
<PAGE>

ITEM 2.  PROPERTIES


The Company's principal facilities, all of which are leased, are as follows:

<TABLE>
<CAPTION>
                                                                     Approx.     Expiration of
                 Facility                   Location                 Sq. Ft.         Leases
----------------------------------------------------------------------------------------------
<S>                                       <C>                       <C>               <C> 
Telemarketing, technical support,
   management information systems and
   customer service center................Lakewood, NJ               52,109           1999
Telemarketing, technical support,
   management information systems and
   customer service center................Lakewood, NJ               41,514           2000
Manufacturing, sales and distribution.....Lakewood, NJ               30,360           2001
Telemarketing, technical support,                                                    
   management information systems and
   customer service center................Gibbsboro, NJ              82,000           2002
Telemarketing.............................Bloomingdale, IL           21,939           1999
------------------------------------------------------------------------------------------
Warehouse and distribution center.........Wilmington, OH            102,400           1998
Warehouse and distribution center.........Wilmington, OH            102,400           1999
Warehouse and distribution center.........Wilmington, OH            102,400           1997
Warehouse and distribution center.........Wilmington, OH             12,800           1997
Warehouse and distribution center.........Wilmington, OH             44,800           1999
Headquarters and Administrative offices...Norwalk, CT                83,000           2001
Corporate Sales...........................South Norwalk, CT          31,515           1997
European Headquarters and offices.........Bracknell, England         11,000           2011
------------------------------------------------------------------------------------------
Offices and distribution center...........Watford, London,           37,500           2004
                                          England
Warehouse and distribution center         Runcorn, England           69,000           2015
Offices...................................Kingsbury, Wembly,         10,550           1996
                                          England
Offices...................................Suresnes, France            9,900           2002
Offices and warehouse.....................Mitry-Mory, France         60,000           1999
Offices and distribution center...........Florsheim, Germany         70,000           1998
Offices and distribution center...........Amsterdam, Netherlands     28,000           1999
------------------------------------------------------------------------------------------
Offices and distribution center...........Ega, Denmark                3,735           1996
Offices and distribution center...........Oslo, Norway                8,217           1996
Offices and distribution center...........Stockholm, Sweden          11,475           1998
Offices and distribution center...........Helsinki, Finland           4,410           1996
Retail and offices .......................Helsinki, Finland          11,150           1997
------------------------------------------------------------------------------------------
Offices and distribution center...........Kanagawa, Japan             1,500           1996
Offices and distribution center...........Mexico City, Mexico         1,800           1996
Retail and offices........................Toronto, Ontario,           6,800           1997
                                          Canada
</TABLE>


                                       12
<PAGE>

<TABLE>
<S>                                       <C>                       <C>               <C> 
Warehouse.................................Toronto, Ontario,           2,500           1998
                                          Canada
Offices and warehouse.....................Mississauga, Ontario,      23,800           2001
                                          Canada
Retail, offices and warehouse.............North York, Ontario,        1,800           1998
                                          Canada
Offices and distribution center...........Brisbane, Australia         7,500           2001
</TABLE>


The Company believes that its facilities are adequate for its current needs and
that suitable additional space will be available as needed.

ITEM 3. LEGAL MATTERS

The information required by this item appears on page 1 of the Company's Annual
Report to Stockholders under the caption "Restatement of Financial Statements"
and in Note 17 to Notes to Consolidated Financial Statements on page 36 of the
Company's Annual Report to Stockholders, all of which information is
incorporated herein by reference.

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

     No matters were submitted to a vote of the Company's security holders
during the fourth quarter of the fiscal year covered by this report.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's common stock is traded in the over-the-counter market and is
quoted on the Nasdaq Stock Market. The information appearing on page 37 of the
Company's Annual Report to Stockholders under the caption 'Common Stock' is
incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

     The information required by this item appears on page 17 of the Company's
Annual Report to Stockholders under the caption 'Selected Financial Information'
which information is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The information appearing on pages 18 through 21 of the Company's Annual
Report to Stockholders under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" is incorporated herein by
reference.


                                       13
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information appearing on pages 22 through 36 of the Company's Annual
Report to Stockholders is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this item appears in the Company's definitive
Proxy Statement for its Annual meeting of Stockholders scheduled to be held on
June 4, 1997 and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

     The information required by this item appears in the Company's definitive
Proxy Statement for its Annual Meeting of Stockholders scheduled to be held on
June 4, 1997 and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item appears in the Company's definitive
Proxy Statement for its Annual Meeting of Stockholders scheduled to be held on
June 4, 1997 and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item appears in the Company's definitive
Proxy Statement for its Annual Meeting of Stockholders scheduled to be held on
June 4, 1997 and is incorporated herein by reference.

                                     PART IV

ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM
         8-K

     (a)(1) Consolidated Financial Statements:


                                       14
<PAGE>

     The following consolidated financial statements are incorporated by
reference from the Company's Annual Report to Stockholders for the fiscal year
ended December 31, 1996:

     Independent Auditors' Report

     Consolidated Balance Sheets as of December 31, 1996 and 1995.

     Consolidated Statements of Income for the years ended December 31, 1996,
1995 and 1994.

     Consolidated Statements of Stockholders Equity as of and for the years
ended December 31, 1996, 1995 and 1994.

     Consolidated Statements of Cash Flows for the years ended December 31,
1996, 1995 and 1994.

     Notes to Consolidated Financial Statements.

     (a)(2) Consolidated Financial Statement Schedule:

     The following Consolidated Financial Statement Schedule of the Company as
set forth below is filed with this report on Form 10-K.

     Independent Auditors' Report on Consolidated Financial Statement Schedule

     Schedule II -- Valuation and Qualifying Accounts

     Consolidated Financial Statement Schedules other than the one listed above
are omitted for the reason that they are not required or are not applicable, or
the required information is shown in the consolidated financial statements or
notes thereto.

     (a)(3) Exhibits

     See Exhibit Index on Pages 20 through 21 for exhibits filed with this
report on Form 10-K.

     (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.


                                       15
<PAGE>

     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
          10b-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.

     5)   The Company filed a Form 8-K pursuant to Item 5 on November 21, 1996
          to announce a significant reorganization to include several immediate
          resignations in its Finance Department and the future resignation of
          its Chief Operating Officer.

     6)   The Company filed a Form 8-K pursuant to Item 5 on December 19, 1996
          to report that fourth quarter earnings were likely to be significantly
          lower than expected.


                                       16
<PAGE>

                                                            SCHEDULE II

                              MICRO WAREHOUSE, INC.
                   CONSOLIDATED FINANCIAL STATEMENT SCHEDULE
                        VALUATION AND QUALIFYING ACCOUNTS
               FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996
                                  (IN THOUSANDS)

<TABLE>
<CAPTION>
                                     Balance at      Additions     Deductions   Balance at
                                    Beginning of      Charged          from         End
                                        Year       to Operations    Reserves      of Year
                                        ----       -------------    --------      -------
<S>                                   <C>             <C>           <C>            <C>  
Allowance for doubtful accounts
  Year ended:
  December 31, 1994                   $5,345          $ 3,980       ($ 3,649)      5,676
  December 31, 1995                    5,676            7,099         (4,967)      7,808
  December 31, 1996                    7,808            8,195         (5,127)     10,876
                                                                                  
Reserve for obsolete inventory                                                    
  Year ended:                                                                     
  December 31, 1994                    6,801            3,917         (4,385)      6,333
  December 31, 1995                    6,333            6,388         (4,385)      8,336
  December 31, 1996                    8,336            5,601         (3,416)     10,521
                                                                                  
Reserve for refunds
  Year ended:                                                                     
  December 31, 1994                      461            5,880         (5,774)        567
  December 31, 1995                      567           11,275        (11,183)        659
  December 31, 1996                      659            7,745         (7,640)        764
</TABLE>


                                       17
<PAGE>

                     INDEPENDENT AUDITORS' REPORT ON SCHEDULE

The Board of Directors and Stockholders of MICRO WAREHOUSE, INC.:

     Under date of February 10, 1997, we reported on the consolidated balance
sheets of Micro Warehouse, Inc. and subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of income, stockholders' equity,
and cash flows for each of the years in the three year period ended December 31,
1996, as contained in the annual report to stockholders for 1996 and incorpoated
by reference in the Company's Form 10-K for the year 1996. In connection with
our audits of the aforementioned consolidated financial statements, we also have
audited the related consolidated financial statement schedule as listed under
(a)(2). This consolidated financial statement schedule is the responsibility of
the Company's management. Our responsibility is to express an opinion on this
consolidated financial statement schedule based on our audits.

     In our opinion, the related consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.


Stamford, Connecticut

February 10, 1997


                                       18
<PAGE>

                                    SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
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.


                                          By /s/ LINWOOD A. LACY, JR.
                                             -----------------------------
                                          LINWOOD A. LACY, JR.
                                          PRESIDENT AND
                                          CHIEF EXECUTIVE OFFICER

                                POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints Peter
Godfrey and Linwood A. Lacy, Jr., or either of them, his attorneys-in-fact, with
the power of substitution, for him in any and all capacities, to sign any
amendments to this report on Form 10-K for the year ended December 31, 1996, and
to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report on Form 10-K for the year ended December 31, 1996 has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.

      Signature                      Title                          Date
      ---------                      -----                          ----

/s/ Peter Godfrey         Chairman of the Board                March 27, 1997
-----------------------
Peter Godfrey

/s/ Linwood A. Lacy, Jr.  President, Chief Executive           March 27, 1997
-----------------------   Officer, Chief Financial   
Linwood A. Lacy, Jr.      Officer, and Director
                          (Principal Executive Officer) 
                          (Principal Financial Officer) 
                          (Principal Accounting Officer)


/s/ Felix Dennis          Director                             March 27, 1997
-----------------------
Felix Dennis

/s/ Frederick H. Fruitman Director                             March 27, 1997
-----------------------
Frederick H. Fruitman

/s/ Melvin Seiler         Executive Vice President, Chief      March 27, 1997
-----------------------   Operating Officer and Director
Melvin Seiler             

/s/ Joseph M. Walsh       Director                             March 27, 1997
-----------------------
Joseph M. Walsh


                                       19
<PAGE>

                                INDEX TO EXHIBITS

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

3.1     -- Certificate of Incorporation of Registrant as Amended ..........
                                                                           
3.2     -- By-Laws of Registrant, as Amended ..............................
                                                                           
10.1    -- Amendment No. 1 to 1992 Stock Option Plan ......................
                                                                           
10.2    -- Amendment No. 1 to 1994 Stock Option Plan ......................
                                                                           
10.3*   -- Amendment No. 2 to 1992 and 1994 Stock Option Plans ............
                                                                           
10.4    -- Lease Agreements between C.P. Lakewood, L.P. and the            
             Registrant relating to the Lakewood, New Jersey facilities ...
                                                                           
10.5    -- Lease Agreement between Miller-Valentine Partners and the       
             Registrant relating to the Wilmington, Ohio facility .........
                                                                           
10.6    -- Lease Agreement between Peter Godfrey and the Registrant        
             relating to the South Norwalk, Connecticut facility ..........
                                                                           
10.6(a) -- Lease Agreement between Hialet Associates and the           
             Registrant relating to a South Norwalk, Connecticut facility  
             (53 Water Street) ............................................
                                                                           
10.6(b) -- Lease Agreement between Hialet Associates and the           
             Registrant relating to a South Norwalk, Connecticut facility  
             (29 Haviland Street) .........................................
                                                                           
10.7    -- Lease Agreement between 50 Water Street Associates and          
             the Registrant relating to the South Norwalk, Connecticut     
             facility .....................................................
                                                                           
10.8    -- Lease between Union Square Assoc. Ltd. Part. and the            
             Registrant relating to the South Norwalk, Connecticut         
             facility .....................................................
                                                                           
10.9    -- Lease Agreement between South Norwalk Redevelopment             
             Partnership and the Registrant relating to the South          
             Norwalk, Connecticut facility ................................
                                                                           
10.10   -- Lease Agreement between Unigate (UK) Limited and the            
             Registrant relating to the Barnet, England facility ..........
                                                                           
10.11   -- Second Amendment to Lease Agreement between Peter Godfrey       
             and the Registrant relating to the South Norwalk,             
             Connecticut facility (47 Water Street) .......................
                                                                           
10.12   -- Second Amendment to Lease Agreement between Hialet              
             Associates and the Registrant relating to the South Norwalk,  
             Connecticut facility (53 Water Street) .......................
                                                                           
10.13   -- Lease Agreement between Misco, Sofibus and the Registrant       
             relating to the Bonneuil Sur Marne, France facility ..........
                                                                           
10.14   -- Lease Agreement between Miller-Valentine Partners and the       
             Registrant relating to the Wilmington, Ohio facility .........
                                                                           
10.15   -- Lease Agreement between BBS Norwalk One Inc. and the            
             Registrant relating to the Norwalk, Connecticut facility .....
                                                                           
10.16   -- Lease Agreement between J & W Computer GNBTT and the            
             Registrant relating to Kelkheim, Germany facility ............
                                                                           
10.17*  -- Sublease Agreement between Comark, Inc. and the         
             Registrant ...................................................

10.18   -- Employment Agreement between Peter Godfrey and the              
             Registrant ...................................................
                                                                           
10.19   -- Employment Agreement between Melvin Seiler and the              
             Registrant ...................................................
                                                                           
10.20   -- Employment Agreement between Steven Purcell and the             
             Registrant ...................................................
                                                                           
10.21   -- Employment Agreement between Stephen England and the            
             Registrant ...................................................
                                                                           
10.22   -- Employment Agreement between Adam W. Shaffer and the            
             Registrant ...................................................
                                                                           
10.23   -- Amendment to Employment Agreement between Adam W. Shaffer       
             and the Registrant ...........................................
                                                                           
10.24   -- Employment Agreement between Linwood A. Lacy, Jr. and the 
             Registrant ...................................................

10.25   -- Amendment to Employment Agreement between Linwood A. Lacy, Jr. 
             and the Registrant............................................

10.26   -- Employment Agreement between Bruce L. Lev and the               
             Registrant ...................................................
                                                                           
10.27   -- Consulting Agreement between Felix Dennis and the               
             Registrant, as amended .......................................
                                                                           
10.28   -- Form of Indemnification Agreement with Officers and             
             Directors ....................................................
                                                                           
10.29   -- Commercial Revolving Loan and Security Agreement between        
             State Street Bank and Trust Company and the Registrant dated  
             July 1, 1991 .................................................


                                       20
<PAGE>

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

10.30   -- Amendment Agreement between State Street Bank and Trust         
             Company and the Registrant dated November 20, 1991 ...........
                                                                           
10.31   -- Second Amendment Agreement between State Street Bank and        
             Trust Company and the Registrant dated July 10, 1992 .........
                                                                           
10.32   -- Third Amendment Agreement between State Street Bank and         
             Trust Company and the Registrant dated October 1, 1992 .......
                                                                           
10.33   --Credit Agreement among the Registrant, the Subsidiaries of       
             the Registrant, and The Chase Manhattan Bank (National        
             Association) dated July 25, 1995 .............................
                                                                           
10.34   --First Amendment Agreement among the Registrant, the              
             Subsidiaries of the Registrant, and The Chase Manhattan Bank  
             (National Association) dated January 1, 1996 .................
                                                                           
10.35   --Second Amendment Agreement among the Registrant, the             
             Subsidiaries of the Registrant, and The Chase Manhattan Bank  
             (National Association) dated January 15, 1996 ................
                                                                           
10.36   --Third Amendment Agreement among the Registrant, the              
             Subsidiaries of the Registrant, and The Chase Manhattan Bank  
             (National Association) dated May 10, 1996 ....................
                                                                           
10.37*  --Resignation Agreement by and between Eric Furman and the         
             Registrant dated November 20, 1996 ...........................
                                                                           
10.38*  --Resignation Agreement by and between Steven Purcell and          
             the Registrant dated November 20, 1996 .......................
                                                                           
10.39*  --Resignation Agreement by and between Melvin R. Seiler and        
             the Registrant dated January 20, 1997 ........................
                                                                           
11*     --Statement Re Computation of Per Share Earnings ..................

13.1*   --Annual Report to Stockholders for the fiscal year ended          
             December 31, 1996 (such Annual Report, except for those       
             portions thereof which are expressly incorporated by          
             reference in this filing, is furnished solely for the         
             information of the Commission and is not to be deemed         
             'filed' as part of this filing.) .............................
                                                                           
21.1*   -- Subsidiaries of the Registrant .................................
                                                                           
23.1*   -- Consent of Independent Auditors ................................
                                                                           
24.1*   -- Power of Attorney (included on signature page) .................

27*     -- Financial Data Schedule.........................................

------------                                                               
*Filed herewith. All other exhibits have been previously filed as an Exhibit to
the Registrant's Form 10-Q for the quarter ended September 30, 1996, Annual
Report on Form 10-K for Fiscal Year 1995 or the Registration Statements on
Form S-1 (File Nos. 33-53100 and 33-66066) or amendments thereto and are
incorporated by reference herein.


                                       21