MICRO WAREHOUSE INC
8-K, 1996-10-16
CATALOG & MAIL-ORDER HOUSES
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<PAGE>

                             SECURITIES AND EXCHANGE COMMISSION
                                    WASHINGTON, D.C. 20549

                                         --------------
   
                                            FORM 8-K
   
                                          CURRENT REPORT

                               Pursuant to Section 13 or 15(d) of the

                                    Securities Exchange Act of 1934
    
                                    Date of Report: October 16, 1996

                                           MICRO WAREHOUSE, INC.


                                 535 Connecticut Avenue
                               Norwalk, Connecticut 06854
                                      (203) 899-4000




          Delaware                    020730                    06-1192793
- -------------------------------------------------------------------------------

    (State of Incorporation)     (Commission File No.)          (IRS Id. No.)



                             Exhibit Index Appears on Page 4



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ITEM 5.    OTHER EVENTS.

           This Current Report on Form 8-K is being filed with the 
Securities and Exchange Commission by Micro Warehouse, Inc. ("MWHS") for the 
purpose of providing the information set forth in a press release issued by 
MWHS on October 15, 1996, a copy of which is filed as Exhibit 99.1 hereto and 
incorporated herein by reference.


ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

    (a)    Financial Statement of Businesses Acquired.

           None.

    (b)    Pro Forma Financial Information.

           None.

    (c)    Exhibits.

           The following exhibit is filed herewith:

           99.1  Press Release dated October 15, 1996.






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                             SIGNATURES


      Pursuant to the requirements 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.
                                 (Registrant)




Date: October 16, 1996      By___________________________
                              Bruce L. Lev
                              Vice President



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<PAGE>

                             EXHIBIT INDEX


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

  99.1                        Press Release dated October 15, 1996

















                                  4



                           
                              



<PAGE>


                                                  EXHIBIT 99.1




FOR IMMEDIATE RELEASE
- ---------------------


CONTACT: Bruce L. Lev                        Melinda R. LeVino
         Vice President - General Counsel    Director, Corporate Communications
         (203) 899-4529                      (203) 899-4672



        MICRO WAREHOUSE, INC. REPORTS UPDATED RESULTS OF FINANCIAL REVIEW



          Norwalk, CT, October 15, 1996 - Micro Warehouse, Inc. (NASDAQ: 
MWHS) today reported that it continues to oversee a review of previously 
reported errors uncovered in its accounting procedures which have affected 
the Company's reported gross margins. The Company confirmed that it will 
restate its financial results for its 1994 and 1995 fiscal years and, pending 
further review, may restate its financial results for 1993. Additionally, 
there is anticipated to be a first quarter 1996 charge of approximately $2.5 
million after tax. The aggregate charge to operating profits for all of these 
periods is expected to be approximately $28 million after tax.


          The Company has confirmed its earlier reported belief that these 
matters will not affect ongoing operations.


                              ***



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