Skadden, Arps, Slate, Meagher & Flom
300 South Grand Avenue
Los Angeles, California 90071
September 30, 1997
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Michael Reedich
Re: Merisel, Inc. Registration Statement on Form S-4
Ladies and Gentlemen:
On behalf of Merisel, Inc., a Delaware corporation (the
"Company"), and pursuant to the Rule 477(a) promulgated
under the Securities Act of 1933, as amended, we hereby
request that the Securities and Exchange Commission consent
to the withdrawal of its Registration Statement on Form S-4
(Registration No. 333-27369), originally filed on May 19,
1997, together with all exhibits and amendments thereto,
including Post-Effective Amendment No. 1 and Post-Effective
Amendment No. 2 thereto (the "Registration Statement").
The Registration Statement concerned securities to be issued
pursuant to a proposed financial restructuring (the
"Noteholder Restructuring") of the Company involving the
exchange of all of the Company's 121/2 Senior Notes due 2004
(the "12.5% Notes" and the holders thereof, the
"Noteholders") for shares of common stock, $.01 par value
per share, of the Company (the "Common Stock"). The Company
is requesting such withdrawal because the agreement between
the Company and over 75% of the Noteholders that
contemplated the Noteholder Restructuring has since
terminated in accordance with its terms and the Company is
no longer pursuing the Noteholder Restructuring.
The Company further requests that, pursuant to Rule
477(c), an order with the date of the granting of the
withdrawal be included in the file for the Registration
Statement in the following manner: "Withdrawn upon the
request of the Registrant, the Commission consenting
thereto."
If you should have any questions or comments, please do
not hesitate to call me at (213) 687-5230 or Joe Giunta at
(213) 687-5040.
Very truly yours,
/s/ Rick C. Madden
Rick C. Madden
cc: Karen A. Tallman, Esq.
Joseph J. Giunta, Esq.
