CDW COMPUTER CENTERS INC, S-3, 1998-07-28

CDW COMPUTER CENTERS INC
S-3, 1998-07-28
CATALOG & MAIL-ORDER HOUSES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1998

REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

CDW COMPUTER CENTERS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

<TABLE>
<S> <C> <C>
ILLINOIS 5961 36-3310735
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

200 NORTH MILWAUKEE AVENUE
VERNON HILLS, ILLINOIS 60061
(847) 465-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

MICHAEL P. KRASNY
CHIEF EXECUTIVE OFFICER
CDW COMPUTER CENTERS, INC.
200 NORTH MILWAUKEE AVENUE
VERNON HILLS, ILLINOIS 60061
(847) 465-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
ALAN B. PATZIK, ESQ.
STEVEN M. PREBISH, ESQ.
PATZIK, FRANK & SAMOTNY LTD.
150 SOUTH WACKER DRIVE
SUITE 900
CHICAGO, ILLINOIS 60606
(312) 551-8300

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE: At such time or from time
to time after this Registration Statement has become effective as the Selling
Shareholders shall determine.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number on the earlier
effective registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

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PROPOSED PROPOSED
MAXIMUM OFFERING MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO PRICE PER AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED(1) SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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Shares of Common Stock, $.01 par value per 612,360
share.................................... shares $47.219 $28,914,873.75 $8,529.89
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</TABLE>

(1) Represents shares issuable under the MPK Stock Option Plan (the "Plan"), a
plan established by the registrant's Chairman and Chief Executive Officer
out of his own holdings. Pursuant to Rule 416 under the Securities Act of
1933, as amended, there are registered hereunder such indeterminate number
of additional shares as may become issuable under the Plan as a result of
the antidilution provisions contained therein.

(2) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933, as amended, and based on
the average of the high ($48.4375) and low ($46.00) prices as reported in
the consolidated reporting system on July 27, 1998.
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

PROSPECTUS SUBJECT TO COMPLETION DATED JULY 28, 1998

612,360 SHARES

CDW COMPUTER
CENTERS, INC.
[CDW LOGO] [CDW LOGO]
COMMON STOCK

This Prospectus relates to up to 612,360 shares of Common Stock ("Common
Stock" or the "Shares") of CDW Computer Centers, Inc., an Illinois corporation
(the "Company"), which may be offered and sold from time to time by and for the
account of the shareholders (the "Selling Shareholders") identified in this
Prospectus under the heading "Selling Shareholders". All of the Shares to be
sold hereunder will be received by the Selling Shareholders upon exercise of
options granted to them under the MPK Stock Option Plan, a plan established by
the Company's Chairman and Chief Executive Officer out of his own holdings for
the benefit of the Selling Shareholders (the "Plan"). The Company will not
receive any of the proceeds of such sales by the Selling Shareholders.

The Company and the Selling Shareholders have executed an agreement relating
to the Plan which provides that the Company will cause the Registration
Statement of which this Prospectus is a part to be filed. In exchange for the
filing of the Registration Statement, the Selling Shareholders have agreed to
certain limitations regarding the timing and number of Shares to be sold
hereunder. Specifically, effective January 1, 1998 the Selling Shareholders have
the right to sell under this Prospectus up to one and three quarters percent
(1.75%) of the Shares underlying options held by each Selling Shareholder under
the Plan as of the beginning of each calendar quarter. For the purposes of
determining the number of Shares underlying options held by each Selling
Shareholder from time to time, the 1.75% of Shares available for sale in the
prior quarter shall be deducted from the total number of Shares underlying
options whether or not they are in fact sold during such quarter. If a Selling
Shareholder elects not to sell some or all of the Shares available for sale
during any quarter, those unsold Shares, plus an additional 1.75% of the Shares
remaining for the benefit of such Selling Shareholder, shall be available for
sale under this Prospectus during the following quarter. Upon effectiveness of
the Registration Statement of which this Prospectus is a part, the Selling
Shareholders will be entitled to sell hereunder the cumulative number of Shares
which became available for sale in the first and second quarters of 1998, in
addition to the Shares becoming available for sale in the third quarter of 1998.
The Shares may be sold at any time during each quarter, provided that the
Selling Shareholder is not then in possession of material, non-public
information, and provided further that the sales are effected during the
Company's mandated trading window (a period of forty-five (45) days beginning
three (3) full days from the date of the Company's quarterly earnings release).
The Shares available for sale under the agreement and offered for sale hereby
shall be in addition to, and not restrictive of, sales of Shares by the Selling
Shareholders made pursuant to Rule 144 under the Securities Act of 1933, as
amended.

The sale of the Shares by the Selling Shareholders may be effected from time
to time in one or more transactions (which may include block transactions,
ordinary brokered transactions and solicited transactions) on the Nasdaq
National Market, in negotiated transactions or otherwise at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or negotiated prices. Brokers and dealers engaged by the Selling
Shareholders may receive commissions or discounts from the Selling Shareholders.
The Selling Shareholders and such brokers and dealers may be deemed
"underwriters" within the meaning of the Securities Act, in connection with such
sales.

The Company's Common Stock is traded in the over-the-counter market and
quoted on the Nasdaq National Market under the symbol CDWC. On July 27, 1998,
the closing sale price of the Common Stock as reported by Nasdaq was $47.00 per
share. See "Price Range of Common Stock."

SEE "RISK FACTORS" ON PAGE 5 FOR A DISCUSSION OF CERTAIN RISK FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OF COMMON STOCK
OFFERED HEREBY.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<S> <C> <C> <C>
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UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS(2) SELLING
PUBLIC(1) AND COMMISSIONS SHAREHOLDERS(3)
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Per Share............................. $47.219 $0.05 $47.169
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Total................................. $28,914,873.75 $30,618.00 $28,884,255.75
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</TABLE>

(1) Estimated based on the average of the high ($48.4375) and low ($46.00)
prices as reported in the consolidated reporting system on July 27, 1998.

(2) The Selling Shareholders shall be responsible for engaging brokers to effect
the sales of the Shares from time to time at their own expense. This figure
is merely an estimate for reporting purposes.

(3) Before deducting expenses payable by the Selling Shareholders estimated at
$55,000.00.

THE DATE OF THIS PROSPECTUS IS JULY 28, 1998
<PAGE> 3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference: (1)
the Company's Annual Report on Form 10-K for the year ended December 31, 1997;
(2) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1998; (3) the Company's Notice of Annual Meeting of Shareholders and Proxy
Statement dated March 25, 1998; and (4) the description of the Company's capital
stock contained in the Company's Registration Statement on Form 8-A filed May
19, 1993 registering the Company's Common Stock under Section 12(g) of the
Exchange Act. All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the termination of the offering of the Common Stock
registered hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing such documents. Any
statements contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus. The Company will provide
without charge to each person to whom this Prospectus is delivered, upon a
written or oral request of such person, a copy of any or all of the foregoing
documents incorporated by reference into this Prospectus (other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
into such documents). Requests for such copies should be directed to Investor
Relations, 200 North Milwaukee Avenue, Vernon Hills, Illinois 60061. Telephone
(847) 419-8243. The Company's Internet address is http://www.cdw.com.

ADDITIONAL INFORMATION

The Company has filed with the Commission, Washington, D.C. 20549, a
Registration Statement on Form S-3 under the Securities Act of 1933 with respect
to the Common Stock offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement and exhibits and schedules
thereto, certain parts of which have been omitted in accordance with the rules
and regulations of the Commission. For further information with respect to the
Company and the Common Stock, reference is made to the Registration Statement
and to the exhibits and schedules thereto. Copies of the Registration Statement
and the exhibits and schedules thereto may be inspected without charge at the
Commission's principal offices in Washington, D.C., and copies of all or any
part thereof may be obtained from such office upon payment of prescribed fees.
The Commission maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission at http://www.sec.gov.

The Company is subject to the informational requirements of the Exchange
Act, and, in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information may be inspected and copies made at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549; 500 West Madison Street, Suite 1400, Chicago, IL
60661; and 7 World Trade Center, Suite 1300, New York, NY 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at prescribed
rates.

2
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements, including the notes thereto,
appearing elsewhere or incorporated by reference in this Prospectus. Unless
otherwise indicated herein, all information contained herein is given as of June
30, 1998. This Prospectus, including information incorporated by reference,
contains forward-looking statements that involve certain risks and
uncertainties. Any statements contained herein which are not historical facts or
which contain the words expect, believe or anticipate, shall be deemed to be
forward-looking statements. Such forward-looking statements include, but are not
limited to, the Company's expectations regarding its future financial condition
and operating results, business and growth strategy, market conditions and
competitive environments. The Company's actual results could differ materially
from those anticipated in these forward-looking statements as a result of
certain factors, including, but not limited to, product demand, pricing, market
conditions, availability and achievement of vendor incentive programs,
development of new products and advancement of technology by manufacturers,
acceptance of such new products and technologies by end-users, the availability
of quality personnel in the labor force, competition and other matters as set
forth under "Risk Factors" and elsewhere in this Prospectus.

THE COMPANY

CDW Computer Centers, Inc. is a leading direct marketer of over 30,000
microcomputer products, primarily to business, government, educational,
institutional and home office users in the United States. The Company sells a
broad range of name-brand microcomputer products, including hardware and
peripherals, software, networking products and accessories through knowledgeable
telemarketing account executives. Sales of products which utilize, or are
compatible with, the Microsoft Windows and NT operating platforms account for
substantially all of the Company's net sales. The Company offers popular brand
name microcomputer products from Apple, Compaq, Canon, Epson, Hewlett-Packard,
IBM, Intel, Lotus, Microsoft, NEC, Novell, Toshiba and 3Com, among others. The
Company's high volume, cost-efficient operation supported by its proprietary
information technology systems, enables it to offer these products at discounted
prices.

THE OFFERING

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Shares Offered by the Selling Shareholders.......... 612,360(1)
Use of Proceeds..................................... The Company will not receive any
proceeds from the offering. See "Use of
Proceeds."
Nasdaq National Market Symbol....................... CDWC
</TABLE>

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(1) All of the shares being offered hereby presently are issued and outstanding
and are subject to options granted under the MPK Stock Option Plan
established by the Chairman and Chief Executive Officer of the Company.
-------------------------

The Company was originally incorporated under the laws of the State of
Illinois in June, 1984, reincorporated under the laws of the State of Delaware
in May, 1993 and reincorporated under the laws of the State of Illinois in June,
1995. The Company's executive office and distribution facility is located at 200
North Milwaukee Avenue, Vernon Hills, Illinois 60061 and its telephone number is
(847) 465-6000. The Company's Internet address is http://www.cdw.com. The
Company's web site is not, and shall not be deemed to be, a part of this
Prospectus.

3
<PAGE> 5

SELECTED FINANCIAL AND OPERATING DATA
(IN THOUSANDS, EXCEPT PER SHARE AND SELECTED OPERATING DATA)

<TABLE>
<CAPTION>
TWELVE MONTHS SIX MONTHS ENDED
ENDED DECEMBER 31, JUNE 30,
------------------------------------------------------- -------------------------
1993 1994 1995 1996 1997 1997(1) 1998(1)
--------- -------- -------- -------- ---------- ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales........................ $ 270,919 $413,270 $628,721 $927,895 $1,276,929 $602,322 $793,536
Cost of sales.................... 236,718 359,274 548,568 805,413 1,106,124 520,722 692,682
--------- -------- -------- -------- ---------- -------- --------
Gross profit..................... 34,201 53,996 80,153 122,482 170,805 81,600 100,854
Selling and administrative
expenses........................ 21,828 34,617 49,175 64,879 90,315 43,613 52,643
Exit Charge(2)................... -- -- -- 4,000 -- -- --
--------- -------- -------- -------- ---------- -------- --------
Income from operations........... 12,373 19,379 30,978 53,603 80,490 37,987 48,211
Other income (expense), net...... (297) 511 2,020 3,281 4,018 1,878 2,049
--------- -------- -------- -------- ---------- -------- --------
Income before income taxes....... 12,076 19,890 32,998 56,884 84,508 39,865 50,260
Income tax provision............. 3,294 7,777 12,939 22,484 33,507 15,806 19,902
Benefit from change in tax
status(3)....................... (3,807) -- -- -- -- -- --
--------- -------- -------- -------- ---------- -------- --------
Net income....................... $ 12,589 $ 12,113 $ 20,059 $ 34,408 $ 51,001 $ 24,059 $ 30,358
========= ======== ======== ======== ========== ======== ========
PRO FORMA INCOME DATA (UNAUDITED):
Income before income taxes....... $ 12,076
Pro forma provision for income
taxes(4)........................ 4,725
Pro forma benefit from change in
tax status(3)................... (3,807)
---------
Net income....................... $ 11,158
=========
Net income per share (Pro forma
for 1993)
Basic......................... $ 0.60 $ 0.61 $ 0.95 $ 1.60 $ 2.37 $ 1.12 $ 1.41
Diluted....................... $ 0.60 $ 0.61 $ 0.95 $ 1.58 $ 2.35 $ 1.11 $ 1.40
Weighted average number of common
and common equivalent shares
outstanding
(Pro forma for 1993)
Basic......................... 18,750 20,003 21,026 21,525 21,525 21,525 21,546
Diluted....................... 18,750 20,003 21,080 21,785 21,704 21,677 21,718
SELECTED OPERATING DATA:
Average order size............... $ 587 $ 590 $ 630 $ 704 $ 704 $ 692 $ 699
Number of orders shipped (in
thousands)...................... 462 700 998 1,318 1,814 870 1,136
Customers serviced (in
thousands)...................... 190 274 374 462 575 328 372
Net sales per employee (in
thousands)...................... $ 1,188 $ 1,223 $ 1,364 $ 1,459 $ 1,490 $ 1,500 $ 1,380
Inventory turnover............... 29.7 22.2 21.7 23.4 21.4 23.5 25.1
Accounts receivable -- days sales
outstanding...................... 16.9 20.7 21.8 22.6 25.0 19.8 27.2
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
------------------------------------------------------- -------------------------
1993 1994 1995 1996 1997 1997 1998
--------- -------- -------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
FINANCIAL POSITION:
Working capital.................. $ 16,462 $ 49,217 $ 99,127 $123,614 $ 167,421 $145,825 $193,720
Total assets..................... 34,159 77,860 132,929 198,830 269,641 224,704 297,889
Total debt and capitalized lease
obligations..................... 3,603 -- -- -- -- -- --
Total shareholders' equity....... 21,852 55,843 106,161 141,622 199,866 171,802 231,540
</TABLE>

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(1) The data for the six months ended June 30, 1997 and 1998 is unaudited and
presented for comparative purposes.
(2) Exit charge relates to a $4,000,000 pre-tax non-recurring charge for
estimated costs to vacate the Company's leased facility in Buffalo Grove,
Illinois. The Company vacated the Buffalo Grove facility and moved to its
new facility in Vernon Hills, Illinois in the third quarter of 1997.
(3) Net income and pro forma net income for the twelve months ended December 31,
1993 includes a $3,807,000 ($0.20 per diluted share) tax benefit relating to
the Company's change in tax status from an S corporation to a C corporation
on May 25, 1993 and adoption of Statement of Financial Accounting Standards
No. 109 "Accounting for Income Taxes."
(4) The Company terminated its election to be treated as an S corporation
effective May 25, 1993. The pro forma income statement data has been
computed by calculating a pro forma provision for income taxes; assuming an
effective tax rate of 39% which would have been recorded had the Company
been a C corporation for the full year.

4
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RISK FACTORS

In addition to the other information contained in this Prospectus,
prospective investors should carefully consider the following factors in
evaluating the Company, its business and the shares of Common Stock offered
hereby. Unless otherwise indicated herein, all information herein contained is
given as of June 30, 1998. This Prospectus, including information incorporated
by reference, contains forward-looking statements which involve certain risks
and uncertainties. Any statements contained herein which are not historical
facts or which contain the words expect, believe or anticipate, shall be deemed
to be forward looking statements. Such forward-looking statements include, but
are not limited to, the Company's expectations regarding its future financial
condition and operating results, business and growth strategy, market conditions
and competitive environment. The Company's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including, but not limited to, product demand,
pricing, market conditions, availability and achievement of vendor incentive
programs, development of new products and advancement of technology by
manufacturers, acceptance of such new products and technologies by end-users,
availability of quality personnel in the labor force, competition and other
matters, as set forth in the following risk factors and elsewhere in this
Prospectus.

RAPID GROWTH

Since its formation in June 1984, the Company has experienced rapid growth.
As part of its business strategy, the Company intends to pursue the continuation
of this growth through further development of marketing programs, the hiring of
additional account managers, technical support personnel and operations
personnel and investment in additional facilities and systems. The Company's
success will, in part, be dependent upon the ability of the Company to manage
its growth effectively. The Company's business and growth could be affected by
the spending patterns of existing or prospective customers, the cyclical nature
of capital expenditures of businesses, continued competition and pricing
pressures, the successful development of new products, and other trends in the
general economy. Recent statements by industry observers have indicated that
there may be a slowdown in the growth rate of the microcomputer industry. (See
Industry Evolution and Price Changes) As a result, future revenue and profit
increases could occur at moderating rates. There can be no assurance that the
Company's rapid growth will continue in the future.

FACILITY

In June 1996 the Company purchased approximately 27 acres of vacant land in
Vernon Hills, Illinois, upon which it constructed a combined telemarketing,
warehouse, showroom and corporate office facility. Construction of the Vernon
Hills facility was completed in July 1997, at which time the Company relocated
to the new facility and vacated its Buffalo Grove leased facility.

The Company recorded a $4.0 million pre-tax non-recurring charge to
operating results for exit costs relating to the Buffalo Grove facility in the
first quarter of 1996. The exit costs consist primarily of the estimated cost to
the Company of subleasing the vacated facility, including holding costs, the
estimated costs of restoring the building to its original condition and certain
asset write-offs resulting from the relocation. The Company currently is
attempting to sublease the Buffalo Grove facility. There is no assurance that
the remaining exit liability of $3.1 million at June 30, 1998 will be adequate
to cover actual costs should the Company's actual experience in subleasing the
facility differ from the assumptions used in calculating the exit charge. Any
additional costs would reduce operating results at the time such costs are
known.

Historically, the Company has operated its business from a single facility
which is a combined telemarketing, warehouse, corporate office and retail
showroom facility. As a result, the Company's business could be adversely
affected by any interruption of the Company's business resulting from a natural
disaster or other event negatively impacting the facility.

INFORMATION TECHNOLOGY SYSTEMS AND YEAR 2000

The Company's success is dependent on the accuracy and proper utilization
of its information technology systems, including its telephone system. The
Company's ability to manage its inventory and accounts

5
<PAGE> 7

receivable collections; to purchase, sell and ship its products efficiently and
on a timely basis; and to maintain its cost-efficient operation is dependent
upon the quality and utilization of the information generated by its information
technology systems. The Company recognizes the need to continually upgrade its
information technology systems to most effectively manage its operations and
customer data base. In that regard, the Company anticipates that it will, from
time to time, require software and hardware upgrades for its present information
technology systems. The Company believes that its information technology
systems, coupled with these ongoing enhancements, are sufficient to sustain its
present operations and its anticipated growth for the foreseeable future. Any
interruption in the availability or use of the information technology systems as
a result of system failure or otherwise could have a material adverse effect on
the Company's operations. The Company does not currently have a redundant or
back-up telephone system and any interruption in telephone service could have a
material adverse effect on the Company's operations.

The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities.

During a recent Year 2000 ("Y2K") assessment, the Company identified a
manageable amount of legacy software that requires modification with the
remainder already compliant. Based on this assessment, the Company has
determined that it will not be required to modify or replace significant
portions of its software to make the systems perform properly after December 31,
1999. However, there can be no guarantee that the systems of other companies on
which the Company's systems rely will be converted timely, or that a failure to
convert by another company, or a conversion that is incompatible with the
Company's systems, would not have a material adverse effect on the Company.

The Company will utilize both internal and external resources to reprogram
and test its internal software for Y2K compliance. The Company plans to complete
the Y2K project by December 31, 1998. To date, the expenses of the Y2K project
have not had a material effect on the results of operations. Moreover, the
remaining expenses, which are expected to be incurred primarily through December
31, 1998, are not expected to have a material effect on the results of
operations.

The costs of the project and the date on which the Company plans to
complete the Y2K modifications are based on management's best estimates, which
were derived utilizing numerous assumptions of future events including the
continued availability of certain resources, third party modification plans, and
other factors. However, there can be no guarantee that these estimates will be
achieved and actual results could differ materially from those plans. Specific
factors that might cause such material differences include, but are not limited
to, the availability and cost of personnel trained in this area, the ability to
locate and correct all relevant computer codes, and similar uncertainties.
Additionally, material differences could be caused by the ability of third
parties that interface with the Company's systems to make all necessary
modifications for Year 2000 compliance.

DEPENDENCE ON SENIOR MANAGEMENT

The Company's future performance will depend to a significant extent upon
the efforts and abilities of its senior management team, particularly those
executive officers who also serve as directors of the Company. Although the
Company has various programs in place to motivate, reward and retain its
management team, including annual incentive plans, restricted stock and stock
option plans, the loss of service of one or more of these persons could have an
adverse effect on the Company's business. Each of the Company's executive
officers who serves as a director is subject to an employment agreement with the
Company. The Company's success and plans for future growth will also depend on
its ability to hire, train and retain skilled personnel in all areas of its
business.

6
<PAGE> 8

POTENTIAL QUARTERLY FLUCTUATIONS IN RESULTS AND VOLATILITY OF STOCK PRICE

The Company could experience variability in its net sales and net income on
a quarterly basis as a result of many factors, including the condition of the
personal computer industry in general, shifts in demand for and pricing of
hardware and software products and the introduction of new products or upgrades.
The Company's operating results are also highly dependent upon its level of
gross profit as a percentage of net sales which fluctuates due to numerous
factors, including the Company's pricing strategies and other factors, which may
be outside of the Company's control. Such factors include the availability of
opportunistic purchases, changes in prices from suppliers, rebate and incentive
programs available from suppliers, general competitive conditions, and the
relative mix of products sold during the period.

The technology sector of the United States stock markets has experienced
substantial volatility in recent periods, and the market price of the Common
Stock has, likewise, experienced volatility during these periods. Numerous
conditions which impact the technology sector or the stock market in general or
the Company in particular, whether or not such events relate to or reflect upon
the Company's operating performance, could adversely affect the market price of
the Common Stock. Furthermore, fluctuations in the Company's operating results,
the loss of a significant vendor, increased competition, reduced vendor
incentives and trade credit, higher postage and operating expenses, and other
developments, could have a significant impact on the market price of the Common
Stock.

RELIANCE ON VENDORS AND PRODUCT LINES

The Company acquires products for resale both directly from manufacturers
and indirectly through distributors and other sources. The Company is generally
authorized by manufacturers to sell via direct marketing all or certain products
offered by the manufacturer. The Company's authorization with each manufacturer
provides for certain terms and conditions, which may include one or more of the
following: product return privileges, price protection policies, purchase
discounts and vendor incentive programs, such as purchase rebates and
cooperative advertising reimbursements. Certain vendors are in the process of
changing terms and conditions relating to price protection policies. The
implementation of such changes could have a negative impact on the Company.
Additionally, certain products are subject to manufacturer allocation, which
limits the number of units of such products available to resellers, including
the Company. The Company's business and results of operations may be adversely
affected if the terms and conditions of the Company's authorizations are
significantly modified or if certain products become unavailable to the Company,
whether such unavailability is because the manufacturer terminates the Company's
authorization or the product is subject to allocation or otherwise. In addition,
the relocation of key distributors utilized in the Company's just-in-time
purchasing model could adversely impact the Company's results of operations.

For the year ended December 31, 1997 and the six months ended June 30,
1998, Ingram Micro/Alliance was the only vendor from whom purchases exceeded 10%
of total purchases. Additionally, in 1997, Compaq, Toshiba and Hewlett Packard
products, which are purchased directly from manufacturers and from distributors,
each comprised more than 10% of total Company sales. In the first six months of
1998, Compaq and Hewlett Packard products each comprised more than 10.0% of
total Company sales. The loss of any of these vendors or any other key vendors
could have an adverse effect on the Company.

Vendors currently provide the Company with trade credit as well as
substantial incentives in the form of discounts, rebates, credits, and
cooperative advertising reimbursements. Cooperative advertising reimbursements
were 2.2% and 2.4% of net sales for the year ended December 31, 1997 and the six
months ended June 30, 1998, respectively. A reduction in, discontinuance of, or
significant delay in receiving trade credit or incentives could adversely affect
the Company's profitability and cash flow.

INVENTORY MANAGEMENT

Given the rapid technological changes that affect the market and pricing
for products sold by the Company, the Company seeks to minimize its inventory
exposure through a variety of inventory control procedures and policies,
including certain vendor programs. However, there can be no assurance that such
practices will continue or that unforeseen product developments will not
adversely impact the Company's
7
<PAGE> 9

operations. The Company periodically takes advantage of cost savings associated
with certain opportunistic bulk inventory purchases. Such opportunistic bulk
purchases could increase the Company's exposure to inventory obsolescence.
Additionally, if such opportunistic bulk purchases are not available in the
future, it could have a negative impact on the Company's sales growth and gross
profit. The Company maintained an investment in product inventory of $48.9
million at June 30, 1998, of which approximately $873 thousand (2.02%) of
product inventory on-hand was more than 90 days old. The Company's inventory
turnover was 21.4 and 25.1 for the year ended December 31, 1997 and the six
months ended June 30, 1998, respectively.

INDUSTRY EVOLUTION AND PRICE CHANGES

The microcomputer industry has evolved as a result of, among other things,
the development of new technologies which are translated by manufacturers into
new products and applications. The Company has been and will continue to be
dependent on the continued development of new technologies and products by its
vendors, as well as the acceptance of such technologies and new products by
end-users. A decrease in the rate of development of new technologies and new
products by manufacturers, or the lack of acceptance of such technologies and
products by end-users, could have a material adverse effect on the Company's
growth prospects and results of operations.

Additionally, the industry has become more accepting of large-volume,
cost-effective channels of distribution such as computer superstores, consumer
electronic and office supply superstores, national direct marketers and mass
merchants. In addition, several of the Company's competitors are attempting to
market computer products through electronic commerce, including the Internet.
While these efforts to date represent only a small percentage of industry-wide
sales, such sales may grow if end-user acceptance of electronic commerce
increases. Although the Company offers products for sale via electronic
commerce, there can be no assurance that the Company's sales via electronic
commerce will meet or exceed sales levels generated by competitors.

The current industry configuration may result in increased pricing
pressures. Decreasing prices of microcomputers and related products, resulting
in part from technological changes, requires the Company to sell a greater
number of products to achieve the same level of net sales and gross profit. If
such trend continues and if the Company is unable to attract new customers and
sell increased quantity of products, the Company's sales and earnings growth
rates could be adversely affected. In addition, if the growth rate of
microcomputer sales were to slow down, the Company's operating results could be
adversely affected.

COMPETITION

The microcomputer products industry is highly competitive. The Company
competes with a large number and variety of resellers of microcomputer and
related products. In the hardware category, the Company competes with
traditional microcomputer retailers, computer superstores, consumer electronic
and office supply superstores, mass merchandisers, national direct marketers and
value-added resellers. In the software and accessories categories, the Company
generally competes with these same resellers as well as specialty retailers and
resellers. Certain national computer resellers also have established or acquired
their own direct marketing operations. In addition, as a result of improving
technology, certain software manufacturers have developed and may continue to
develop sales methods that allow customers to download software programs and
packages directly onto the customer's system through the use of modem
telecommunications. The Company also competes with distributors and
manufacturers that sell hardware and software directly to certain customers.
Additionally, due to the proliferation of commerce on the Internet, existing
competitors of the Company have grown, and may continue to grow, at a rapid
pace, and new competitors may find it easier to commence operations, thereby
increasing the number of available sources of supply for the Company's
customers. Several of the Company's current and potential competitors are larger
and have substantially greater resources than the Company. Additionally, several
competitors in the direct marketing industry have raised capital in the public
markets through initial and subsequent public offerings. The increased
visibility of these companies and their access to the capital markets may
improve their market position and their ability to compete with the Company. The
Company believes that competition may increase in the future, which could
require the Company to reduce prices, increase advertising expenditures or take
other actions which may have an adverse effect on the Company's operating
results.
8
<PAGE> 10

SHIPPING, POSTAGE AND PAPER COSTS

Shipping, postage and paper costs are significant expenses in the operation
of the Company's business. The Company ships its products to customers generally
by United Parcel Service, FedEx, Airborne and other overnight delivery and
surface services. The Company generally invoices customers for shipping and
handling charges. There can be no assurance that future increases in the cost of
commercial delivery services can be passed on to the Company's customers, which
could have an adverse effect on the Company's operating results. Additionally,
strikes or other service interruptions by such shippers could adversely affect
the Company's ability to market or deliver product on a timely basis.

The Company incurs substantial paper and postage costs related to its
marketing activities. Although these costs are partially offset by cooperative
advertising rebates from vendors, any increases in postal or paper costs (paid
by the Company for its catalog production and mailings) could have an adverse
effect on the Company's operating results.

STATE SALES TAX COLLECTION

The Company presently collects retail occupation tax, commonly referred to
as sales tax, or other similar tax only on sales of products to non-exempt
residents of the State of Illinois. Various states have sought to impose on
direct marketers the burden of collecting state sales taxes on the sale of
products shipped to that state's residents. The United States Supreme Court has
ruled that the various states, absent Congressional legislation, may not impose
tax collection obligations on an out-of-state mail order company whose only
contacts with the taxing state are the distribution of catalogs and other
advertisement materials through the mail and whose subsequent delivery of
purchased goods is by U.S. mail or interstate common carriers. Due to the
proliferation of media and other factors, certain states may attempt to impose
tax collection obligations on Internet commerce providers, such as the Company.
However, the Company cannot predict the level of contact, including Internet
activities, with any state which would give rise to future or past tax
collection obligations within the parameters of the Supreme Court case. Although
certain state court cases have imposed tax collection obligations on certain
out-of-state companies, the Company believes its operations are different from
the operations of the companies in those cases and thus do not give rise to tax
collection obligations. Additionally, in the past several years, certain
legislation has been introduced on several occasions in the United States Senate
which, if passed, would impose state sales tax collection obligations on
out-of-state mail order companies such as the Company, whose sales to residents
of the taxing state exceed $100,000 per year in the aggregate. The Company's
sales to residents of all states currently exceeds this level. Similar
legislation is anticipated to be reintroduced during 1998. If such bill or
another seeking similar obligations is enacted, or the Company is deemed to have
a physical presence in one or more states, the imposition of a tax collection
obligation on the Company may result in additional administrative expenses to
the Company price increases to the customers, and could reduce demand for the
Company's products, any or all of which adversely affect the Company's operating
results.

GLOBAL MARKET RISKS

A portion of the products the Company markets either are produced in, or
have major components produced in, the Asia Pacific region. While the Company
does not engage in business relationships with companies located in the region
directly, it does engage in U.S. Dollar denominated transactions with U.S.
divisions and subsidiaries of these companies. As a result, the Company may be
indirectly affected by risks associated with international events, including
economic and labor conditions, political instability, tariffs and taxes,
availability of products and currency fluctuations in the U.S. Dollar versus the
regional currencies.

Countries in the Asia Pacific region, including Japan, have recently
experienced weaknesses in their currency, banking and equity markets. These
weaknesses could adversely affect the supply and price of products and
components and ultimately, the Company's results of operations.

9
<PAGE> 11

LEGAL PROCEEDINGS

In June, 1993 following the Company's initial public offering, a former
officer, director and shareholder of the Company filed a complaint against the
Company and its Chairman and Chief Executive Officer, Michael P. Krasny,
alleging violations of the federal securities laws, fraud and breach of
fiduciary duty in connection with the 1990 purchase by the Company of the former
shareholder's 20% interest in the Company.

On June 14, 1996, the district court granted the Company's motion to
dismiss the Amended Complaint, with prejudice, on the grounds that the federal
cause of action was barred by the statute of limitations and the district court
did not have jurisdiction over the pendant state law claims. The former
shareholder filed an appeal of the district court decision to the United States
Court of Appeals for the Seventh Circuit. On May 14, 1997, the Court of Appeals
heard oral argument on the former shareholder's appeal. On July 28, 1997, the
Court of Appeals reversed the district court's ruling and remanded the matter
back to the district court for further proceedings. The Court of Appeals held,
among other things, that the district court improperly granted the motion to
dismiss the Amended Complaint because it based its decision on inferences of
fact inappropriate at this stage of the proceedings. The case is currently
proceeding in the District Court. The Company and Mr. Krasny have answered the
Amended Complaint. They denied any wrongdoing or liability on their part and
asserted a number of affirmative defenses. The District Court has established a
trial date in January 1999 for this matter.

The Company and Mr. Krasny believe that their actions were honest and
proper and that the suit by the former shareholder is without merit. The Company
and Mr. Krasny are committed to vigorously defending the litigation.

Mr. Krasny has agreed to indemnify and reimburse the Company for all
damages and expenses, net of tax benefits received by the Company, related to
this action. The applicable accounting rules provide that certain amounts
assumed by Mr. Krasny on behalf of the Company be recorded by the Company for
financial reporting purposes as an expense and a related increase to paid-in
capital, net of tax effects. Accordingly, while having no impact on the
Company's cash flow, any such expenses incurred by Mr. Krasny on behalf of the
Company, including litigation, settlement or judgment costs, would negatively
impact the Company's results of operations in the period incurred. Legal
expenses attributable to the case are expected to increase significantly as the
case is prepared for trial, which, although reimbursed by Mr. Krasny, will
result in a decrease in the Company's reported results of operations. Although
the Company and Mr. Krasny believe that their actions were honest and proper and
that the suit by the former shareholder is without merit, should a negative
result occur in this action, Mr. Krasny could be required to transfer certain of
his shares of Common Stock to such former shareholder or determine to sell
certain of his shares to finance such amounts. Such a transfer or sale by Mr.
Krasny could adversely impact the market price of the Common Stock.

CONTROL BY INSIDERS

Upon the completion of the offering and assuming the sale of all registered
shares hereunder, Michael P. Krasny and certain trusts and entities controlled
by Mr. Krasny and created for the benefit of Mr. Krasny's family and certain
employees will possess up to 53.0% of the total combined voting power of the
Company's outstanding stock. Accordingly, Mr. Krasny will be able to determine
the outcome of all corporate decisions, effect all corporate transactions
(including mergers, consolidations and the sale of all or substantially all of
the Company's assets), or prevent or cause a change in control in the Company
without the consent of the other holders of the Common Stock. In addition, Mr.
Krasny may be able to cause the Company to file a registration statement
enabling him to sell additional shares in the public market.

However, in order to maintain and motivate the Company's workforce, in 1993
Mr. Krasny granted out of his personal holdings restricted stock and options to
acquire Common Stock to certain employees, the effect of which could be to
reduce, over time, the total voting power possessed by Mr. Krasny. After giving
effect to the exercise of all of the options issued by, and the vesting of the
restricted stock granted by, Mr. Krasny under the MPK Stock Option Plan and MPK
Restricted Stock Plan, respectively, and assuming that no additional shares of
Common Stock are issued by the Company, Mr. Krasny will own up to approximately
39.1% of the issued and outstanding shares of Common Stock. In addition, the
Company has adopted stock option plans

10
<PAGE> 12

pursuant to which it is authorized to issue up to 4,123,794 shares of its Common
Stock, of which 21,457 shares have been issued.

SHARES ELIGIBLE FOR FUTURE SALE AND ISSUANCE OF ADDITIONAL SHARES

There will be 21,546,441 shares of Common Stock outstanding after
completion of this offering, of which 11,485,401 shares are "restricted shares"
for purposes of the Securities Act of 1933, as amended (the "Securities Act").
All of the restricted shares are currently eligible for sale into the market,
subject to the limitations set forth in Rule 144 promulgated under the
Securities Act and the terms of the MPK Restricted Stock Plan and the MPK Stock
Option Plan. Sales of a substantial number of shares of Common Stock in the
public market, whether by purchasers in the offering or other shareholders of
the Company, could adversely affect the prevailing market price of the Common
Stock and could impair the Company's future ability to raise capital through an
offering of its equity securities. In addition, the issuance of additional
shares of stock by the Company could result in the dilution of voting power of
the shares of Common Stock purchased in the offering.

11
<PAGE> 13

THE COMPANY

The Company directs its marketing efforts toward current and prospective
customers with a particular focus on business, government, educational,
institutional and home office users. The Company believes that these entities
and persons have a high level of product knowledge and are most likely to
purchase sophisticated systems and products through its direct marketing format.
The Company efficiently markets to prospective customers through its catalog
mailing programs and through national advertising in computer magazines. The
Company's use of database management techniques to better qualify potential
customers and develop productive mailing and telemarketing strategies has
enabled the Company to increase its prospecting on a cost-effective basis.
During the year ended December 31, 1997 and the six months ended June 30, 1998,
the Company serviced approximately 575,000 and 372,000 customers respectively.
The Company continues to focus on generating repeat sales from existing
customers while attracting sales from new customers. The Company has
consistently maintained a high annual rate of repeat purchases from current
customers by offering excellent customer service and competitive pricing on a
broad range of microcomputer products. The Company enhances repeat purchases by
offering add-on and replacement products through its experienced telemarketing
account executives who are knowledgeable about a customer's needs, and by
enhancing product offerings such as networking products through targeted
catalogs to such users.

The Company has experienced significant growth in its business with net
sales growing to $1.277 billion for the year ended December 31, 1997, a compound
annual growth rate of 48.0% for the same six year period then ended. Net income
increased to $51.0 million representing a compound annual growth rate of 63.0%
for the six year period. Net sales grew to $793.5 million and net income
increased to $30.4 million for the six months ended June 30, 1998. In addition,
its operating margin was 4.6%, in 1993 to 6.3% in 1997 and 6.1% for the six
months ended June 30, 1998, reflecting the Company's low cost operating model,
high inventory turnover, generally exceeding 20 turns per year, and
cost-effective marketing programs.

To accommodate its growth, in July, 1997 the Company moved into a 218,000
square foot combined warehouse, telemarketing, retail showroom and corporate
office facility in Vernon Hills, Illinois. The Company believes that the new
facility, planned expansion and available contiguous land (See Risk Factors:
Facility), will be sufficient to meet its needs for the foreseeable future.

The Company's goal is to enhance its position as a leading direct marketer
of brand name microcomputer hardware and peripherals, software, networking
products and accessories in the U.S. The Company's strategy is to maintain a low
cost operating model by employing its product knowledgeable telemarketing
account executives, its expertise in product purchasing and pricing, its direct
marketing and database marketing skills, its proprietary information technology
systems and its emphasis on customer service and technical support which
provides its customers value in the form of quality products at discounted
prices, with same-day shipping and after-sale technical support. The Company
believes that this strategy, coupled with technological advancement, new product
introductions and the growth of the market for microcomputer products, has
accounted for its success to date.

12
<PAGE> 14

RECENT DEVELOPMENTS

On July 21, 1998, the Company announced results for the three and six
months ended June 30, 1998. The significant items relating to the results are
set forth below.

Net sales for the three months ended June 30, 1998 increased 34% to $408.9
million from $304.5 million in the same period of 1997. Net income for the
quarter rose 23% to $15.6 million from $12.7 million in the second quarter of
1997. Diluted earnings per share increased 22% to $0.72 in the second quarter of
1998 from $0.59 in the same period of 1997.

Net sales for the six months ended June 30, 1998 increased 32% to $793.5
million from $602.3 million in the same period of 1997. Net income for the six
months ended June 30, 1998 was $30.4 million, a 26% increase over $24.1 million
reported in the first six months of 1997. Diluted earnings per share of $1.40
increased 26% from $1.11 in the first six months of 1997.

Gross profit margin was 12.6% of net sales in the second quarter of 1998.
The decline in gross margin, from 13.7% in the prior year and 12.8% in the first
quarter of 1998, is primarily due to lower selling margins. The Company's gross
profit as a percentage of net sales may vary on a quarterly basis based upon
vendor support programs, product mix, pricing strategies, market conditions and
other factors. As a result, there is no certainty that the Company will be able
to sustain the gross profit margin levels achieved in recent quarters.

Selling and administrative expenses, as a percentage of net sales,
decreased to 6.6% in the second quarter of 1998 versus 7.1% in the same quarter
of 1997. The decline was due to a decrease in net advertising expense, which was
partially offset by increases in payroll costs primarily related to the
expansion of the Company's sales force. On a forward-looking basis, selling and
administrative costs may increase as a percentage of net sales due to
investments in new sales account managers and new marketing initiatives.

Annualized inventory turnover increased to approximately 24 times for the
quarter versus 19 in the second quarter of 1997. This improvement is the result
of CDW's participation in the build-to-order strategies of the major
manufacturers that seek to reduce inventory levels in the channel. Working
capital as of June 30, 1998 was $193.7 million, including approximately $82.2
million in cash, cash equivalents and marketable securities.

The Company recently announced that CDW is investing in a multi-faceted
branding campaign that is redefining the Company's overall marketing,
advertising and public relations strategies. The new strategies are designed to
highlight the Company's business model and unique aspects of its culture.

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby. See "Selling Shareholders."

13
<PAGE> 15

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The following table sets forth the high and low sales prices for the
Company's Common Stock (as adjusted for the Stock Splits) for the periods
indicated as reported by the Nasdaq National Market. Trading began in the
Company's Common Stock on May 27, 1993. As of June 30, 1998, the Company
believes that there were approximately 2,700 beneficial owners of Common Stock.

<TABLE>
<CAPTION>
PRICE RANGE
--------------------------------------
QUARTER ENDED HIGH LOW
------------- ---- ---
<S> <C> <C> <C> <C>
March 31, 1995............................................. $26 5/32 $20 1/3
June 30, 1995.............................................. 36 5/32 22 1/2
September 30, 1995......................................... 42 1/3 32 53/64
December 31, 1995.......................................... 38 1/3 24 53/64

March 31, 1996............................................. 39 5/32 22 1/2
June 30, 1996.............................................. 59 32 53/64
September 30, 1996......................................... 74 35
December 31, 1996.......................................... 72 1/4 59 1/4

March 31, 1997............................................. 70 42 7/8
June 30, 1997.............................................. 57 3/4 39 5/8
September 30, 1997......................................... 78 53
December 31, 1997.......................................... 69 3/4 42 13/16
March 31, 1998............................................. 70 3/4 47 1/2
June 30, 1998.............................................. 61 1/2 38 1/4
September 30, 1998 (through July 27, 1998)................. 55 $46 .00
</TABLE>

The last reported sale price of the Company's Common Stock on July 27, 1998
was $47.00 per share.

The Company has never paid cash dividends on its Common Stock and does not
anticipate paying cash dividends on Common Stock in the foreseeable future. The
payment of cash dividends on shares of Common Stock will depend upon the
earnings of the Company, the Company's capital requirements and other financial
factors which are considered relevant by the Company's Board of Directors.

14
<PAGE> 16

SELLING SHAREHOLDERS

The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of June 30, 1998 and the number of
shares offered pursuant to this Prospectus by all Selling Shareholders. All
information with respect to beneficial ownership has been furnished by the
respective shareholders to the Company.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING AFTER OFFERING(2)
------------------------- NUMBER OF ----------------------
NUMBER OF SHARES BEING NUMBER OF
NAME SHARES PERCENT OFFERED(1) SHARES PERCENT
---- --------- ------- ------------ --------- -------
<S> <C> <C> <C> <C> <C>
Gregory C. Zeman
200 North Milwaukee Avenue
Vernon Hills, Illinois 60061... 2,433,199(3) 11.3% 464,550 1,968,649 9.1%
Daniel B. Kass.................... 516,134(4) 2.4 98,540 417,594 1.9
Mary C. Gerlits................... 258,068(5) 1.2 49,270 208,798 1.0
</TABLE>

- -------------------------
(1) These figures represent shares available under options granted under the
MPK Stock Option Plan.

(2) Assumes all options are exercised and all shares received upon exercise are
sold hereunder.

(3) Reflects shares subject to options granted under the MPK Stock Option Plan
of which 390,087 are presently exercisable. The remaining options become
exercisable at the rate of 471,488 per year until all options become
exercisable and are fully exercisable in the event of Mr. Zeman's
termination of employment. Mr. Zeman is the President and a Director of the
Company.

(4) Reflects shares subject to options granted under the MPK Stock Option Plan
of which 82,747 are presently exercisable. The remaining options become
exercisable at the rate of 100,013 per year until all options become
exercisable and are fully exercisable in the event of Mr. Kass' termination
of employment. Mr. Kass is the Vice President - Sales and a Director of the
Company.

(5) Reflects shares subject to options granted under the MPK Stock Option Plan,
of which 41,374 are presently exercisable. The remaining options become
exercisable at the rate of 50,006 per year until all options become
exercisable and are fully exercisable in the event of Ms. Gerlits'
termination of employment. Ms. Gerlits is the Vice President - Corporate
and Community Relations of the Company.

PLAN OF DISTRIBUTION

The Company and the Selling Shareholders have executed an agreement
relating to the Plan which provides that the Company will cause the Registration
Statement of which this Prospectus is a part to be filed. In exchange for the
filing of the Registration Statement, the Selling Shareholders have agreed to
certain limitations regarding the timing and number of Shares to be sold
hereunder. Specifically, effective January 1, 1998 the Selling Shareholders have
the right to sell under this Prospectus up to one and three quarters percent
(1.75%) of the Shares underlying options held by each Selling Shareholder under
the Plan as of the beginning of each calendar quarter. For the purposes of
determining the number of Shares underlying options held by each Selling
Shareholder from time to time, the 1.75% of Shares available for sale in the
prior quarter shall be deducted from the total number of Shares underlying
options whether or not they are in fact sold during such quarter. If a Selling
Shareholder elects not to sell some or all of the Shares available for sale
during any quarter, those unsold Shares, plus an additional 1.75% of the Shares
remaining for the benefit of such Selling Shareholder, shall be available for
sale under this Prospectus during the following quarter. Upon effectiveness of
the Registration Statement of which this Prospectus is a part, the Selling
Shareholders will be entitled to sell hereunder the cumulative number of Shares
which became available for sale in the first and second quarters of 1998, in
addition to the Shares becoming available for sale in the third quarter of 1998.
The Shares may be sold at any time during each quarter, provided that the
Selling Shareholder is not then in possession of material, non-public
information, and provided further that the sales are effected during the
Company's mandated trading window (a period of forty-five (45) days beginning
three (3) full days from the date of the Company's quarterly earnings release).
The Shares available for sale under the agreement and offered for sale hereby
shall be in addition to, and not restrictive of, sales of Shares by the Selling
Shareholders made pursuant to Rule 144 under the Securities Act of 1933, as
amended.

15
<PAGE> 17

The sale of Common Stock by the Selling Shareholders may be effected from
time to time in one or more transactions (which may include block transactions,
ordinary brokered transactions, transactions in which brokers solicit purchases
and transactions directly with market makers) on the Nasdaq National Market, in
negotiated transactions or otherwise at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. Brokers and dealers engaged by the Selling Shareholders may receive
commissions or discounts from the Selling Shareholders. The Selling Shareholders
and such brokers and dealers may be deemed "underwriters" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"), in connection
with such sales.

There is no assurance that the Selling Shareholders will sell any or all of
the Common Stock offered by this Prospectus.

The Selling Shareholders have agreed to pay the legal fees and expenses
incurred in connection with the preparation and filing of the registration
statement, of which this Prospectus is a part, covering these shares of Common
Stock and any required updates to the registration statement. In addition, the
Selling Shareholders are responsible for any commissions, discounts or fees of
underwriters, brokers, dealers or agents, and any transfer taxes applicable to
the shares sold by the Selling Shareholders pursuant to this Prospectus.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby is being passed
upon for the Selling Shareholders by Patzik, Frank & Samotny Ltd., Chicago,
Illinois.

EXPERTS

The consolidated financial statements and financial statement schedule of
the Company appearing in the Company's Annual Report on Form 10-K for the year
ended December 31, 1997 have been audited by PricewaterhouseCoopers LLP
independent accountants, as set forth in their reports thereon included therein
and incorporated herein by reference. The consolidated financial statements and
financial statement schedule of the Company are incorporated by reference herein
in reliance upon the reports of such firm given on the authority of such firm as
experts in accounting and auditing.

16
<PAGE> 18

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

NO DEALER, SALES REPRESENTATIVE, OR OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY BY ANYONE
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THE PROSPECTUS.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Incorporation of Certain Documents by
Reference............................. 2
Additional Information.................. 2
Prospectus Summary...................... 3
Risk Factors............................ 5
The Company............................. 12
Recent Developments..................... 13
Use of Proceeds......................... 13
Price Range of Common Stock and Dividend
Policy................................ 14
Selling Shareholders.................... 15
Plan of Distribution.................... 15
Legal Matters........................... 16
Experts................................. 16
</TABLE>

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

612,360 SHARES

[CDW LOGO]

CDW COMPUTER CENTERS, INC.

COMMON STOCK

------------------------
PROSPECTUS
JULY 28, 1998
------------------------

- -------------------------------------------------------
- -------------------------------------------------------
<PAGE> 19

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $ 8,530
Printing Expenses........................................... 7,500+
Legal Fees and Expenses..................................... 25,000+
Accounting Fees and Expenses................................ 5,000+
Transfer Agent Fees and Expenses............................ 5,000+
Miscellaneous............................................... 3,970
-------
Total..................................................... $55,000
=======
</TABLE>

- -------------------------
+ Estimated.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The indemnification provisions applicable to the directors of the Company
are set out in Article Ninth of the Certificate of Incorporation and Article VII
of the By-Laws, respectively, as follows:

CERTIFICATE OF INCORPORATION:

Ninth: The Corporation shall, to the full extent permitted by Section 8.75
of the Illinois Business Corporation Act, as amended from time to time,
indemnify all persons whom it may indemnify pursuant thereto.

BYLAWS:

ARTICLE VII

INDEMNIFICATION OF
DIRECTORS, EMPLOYEES AND AGENTS

SECTION 1. The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonable
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment or settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 2. The corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless and only to the extent that the court in
which such action or

S-1
<PAGE> 20

suit was brought shall determine upon application, that despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.

SECTION 3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

SECTION 4. Any indemnification under Sections 1 and 2 (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in Sections 1 and 2. Such determination shall be made (a)
by the Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceedings, or (b) if such a
quorum is not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (c)
by the Stockholders.

SECTION 5. Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding, as authorized by the Board of Directors in
the specific case, upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount, unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation authorized in this Article.

SECTION 6. The indemnification provided by this article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any contract, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

SECTION 7. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES. None

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT
- ------- -----------------------
<C> <S>
5 Opinion of Patzik, Frank & Samotny Ltd. re: Legality
10(oo) Letter Agreement by and among the Company, the MPK Stock
Option Plan, Gregory C. Zeman, Daniel B. Kass and Mary C.
Gerlits dated July 23, 1998
21 Subsidiaries of the Registrant
23(a) Consent of PricewaterhouseCoopers LLP Independent
Accountants
23(b) Consent of Patzik, Frank & Samotny Ltd. (included in Exhibit
5)
24 Power of Attorney (included on page S-4)
</TABLE>

S-2
<PAGE> 21

(b) FINANCIAL STATEMENT SCHEDULE

None.

ITEM 17. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the actual bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors, officers,
and controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(1) For purposes of determining any liability under the Act, the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Act, each
post-effective amendment that contains a form of Prospectus shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(d) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

S-3
<PAGE> 22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant hereby certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Village of Vernon Hills, State of Illinois, on July 28,
1998.

CDW COMPUTER CENTERS, INC.

By: /s/ MICHAEL P. KRASNY

------------------------------------
Michael P. Krasny,
Chief Executive Officer and
Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Michael P. Krasny and Gregory C. Zeman
and each of them acting alone, his true and lawful attorneys-in-fact or agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on its behalf by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ MICHAEL P. KRASNY Chairman of the Board, Chief July 28, 1998
- --------------------------------------------- Executive Officer and Secretary
Michael P. Krasny (Principal Executive Officer)

/s/ GREGORY C. ZEMAN President and Director July 28, 1998
- ---------------------------------------------
Gregory C. Zeman

/s/ DANIEL B. KASS Vice President-Sales July 28, 1998
- --------------------------------------------- and Director
Daniel B. Kass

/s/ MICHELLE L. COLLINS Director July 28, 1998
- ---------------------------------------------
Michelle L. Collins

/s/ JOSEPH LEVY, JR. Director July 28, 1998
- ---------------------------------------------
Joseph Levy, Jr.

/s/ HARRY J. HARCZAK, JR. Chief Financial Officer July 28, 1998
- --------------------------------------------- and Treasurer
Harry J. Harczak, Jr. (Principal Financial Officer)

/s/ DANIEL F. CALLEN Vice President-Finance July 28, 1998
- --------------------------------------------- and Chief Accounting Officer
Daniel F. Callen (Principal Accounting Officer)
</TABLE>

S-4
<PAGE> 23

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBITS PAGE
- ------- ----------------------- ------------
<C> <C> <S> <C>
5 -- Opinion of Patzik, Frank & Samotny Ltd. re: Legality
10(oo) -- Letter Agreement by and among the Company, the MPK Stock
Option Plan, Gregory C. Zeman, Daniel B. Kass and Mary C.
Gerlits dated July 23, 1998
21 -- Subsidiaries of the Registrant
23(a) -- Consent of PricewaterhouseCoopers LLP, Independent
Accountants
23(b) -- Consent of Patzik, Frank & Samotny Ltd. (included in Exhibit
5)
24 -- Power of Attorney (included on page S-4)
</TABLE>

<PAGE> 1

EXHIBIT 5

OPINION OF PATZIK, FRANK & SAMOTNY LTD. RE: LEGALITY
<PAGE> 2

EXHIBIT 5

[PATZIK, FRANK & SAMOTNY LTD. LETTERHEAD]

July 28, 1998

Board of Directors
CDW Computer Centers, Inc.
200 North Milwaukee Avenue
Vernon Hills, Illinois 60061

RE: CDW Computer Centers, Inc. Registration Statement on Form S-3

Gentlemen:

We have acted as special counsel to CDW Computer Centers, Inc., an Illinois
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement"), together with
Exhibits, filed with the Securities and Exchange Commission (the "Commission")
on July 28, 1998, relating to the registration of an offering by certain of its
shareholders of up to 612,360 shares of the Company's common stock, par value
$.01 per share (the "Common Stock"). We have reviewed such records, documents
and matters of law as we have considered relevant for the purpose of delivering
this opinion.

In making our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as certified or
photostatic copies.

Based upon the foregoing, the shares of Common Stock, when sold in the
manner contemplated in the Registration Statement, will be legally issued,
fully paid and nonassessable.

We do not find it necessary for the purpose of this opinion, and
accordingly we do not purport to cover herein, the application of the
securities or "Blue Sky" laws of the various states to the sale of the Common
Stock.
<PAGE> 3

[PATZIK, FRANK & SAMOTNY LTD. LETTERHEAD]

Board of Directors
July 28, 1998
Page 2

This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.

We hereby consent to the inclusion in the Registration Statement of this
opinion and to the references to our firm under the caption "Legal Matters."

Very truly yours,

/s/ Patzik, Frank & Samotny Ltd.

PATZIK, FRANK & SAMOTNY LTD.

SMP/cc

<PAGE> 1
EXHIBIT 10(oo)

LETTER AGREEMENT BY AND AMONG THE COMPANY, THE MPK STOCK OPTION PLAN, GREGORY
C. ZEMAN, DANIEL B. KASS AND MARY C. GERLITS DATED JULY 23, 1998.
<PAGE> 2
EXHIBIT 10(oo)

[CDW Computer Centers Inc Letterhead]

Mr. Gregory C. Zeman
Mr. Daniel B. Kass
Ms. Mary C. Gerlits
c/o CDW Computer Centers, Inc.
200 North Milwaukee Avenue
Vernon Hills, Illinois 60061

Re: MPK STOCK OPTION PLAN

Dear Mr. Zeman, Mr. Kass and Ms. Gerlits:

This letter is intended to memorialize the agreement between each of
you, as participants in the MPK Stock Option Plan (the "Plan"), on the one hand
and CDW Computer Centers, Inc. (the "Company") and the Plan itself, on the other
hand, regarding your ability to sell in the public market shares received by you
upon exercise of your Plan options. As you know, absent any action by the Plan
or the Company to register the shares underlying your Plan options, you would be
unable to sell such shares in the public market for a period of at least one (1)
year from the date upon which you received the shares (i.e., the date on which
you exercised your options). However, the Company has agreed with each of you to
register a certain number of your option shares (the "Shares") of which a
certain percentage may be sold by you each calendar quarter from and after the
effective date of the registration statement covering the Shares (the
"Registration Statement"). The following represents the terms and conditions of
that agreement.

1. REGISTRATION STATEMENT. The Company will cause a Registration
Statement on Form S-3 to be filed covering an aggregate of 612,360 Shares
subject to options under the Plan. You will reimburse the Company, on a pro rata
basis, for the reasonable, out-of-pocket costs incurred in connection with the
preparation and filing of the Registration Statement, and the costs of
maintaining the effectiveness of same. Each of you will bear the same percentage
of such costs as the percentage of Shares you are eligible to sell under the
Registration Statement. The Registration Statement will be a "shelf"
registration thereby enabling you to sell Shares from time to time at your
discretion, subject to paragraphs 2 and 3 hereof. The Company will keep the
Registration Statement effective until such time that all Shares registered have
been sold.

2. VOLUME RESTRICTIONS. You will be permitted to sell no more than one
and three quarters percent (1.75%) of your total Plan Shares (exercisable and
non-exercisable) which were not previously available for sale under the
Registration Statement in any calendar quarter, as more fully set forth on
Exhibit A attached hereto and made a part hereof. The foregoing limitation on
sales of your Plan Shares shall terminate when you have sold all the Shares
allocated to you on Exhibit A. In the event you sell less than all of your
permitted 1.75% allotment in any quarter, you do not lose the right to sell
those Shares. Rather, the unsold Shares will continue to be available for sale
and will be added to the Shares becoming available for sale in the next quarter
on a cumulative, rolling basis. Notwithstanding anything herein to the contrary,
the limitations of this paragraph shall not apply to sales of Company common
stock which may be made by you pursuant to (i) Rule 144 under the Securities Act
of 1933, as amended, (ii) a secondary offering registered by the Company in
which your participation is approved by the Company's Board of Directors, or
(iii) any other transaction in which your participation is approved by the
Company's Board of Directors.

<PAGE> 3
Mr. Gregory C. Zeman
Mr. Daniel B. Kass
Ms. Mary C. Gerlits
Page 2

3. TRADING RESTRICTIONS. All sales by you of the Shares will continue
to be subject to the Company's internal trading restrictions, as they may change
from time to time, and the trading restrictions imposed by applicable laws,
including, without limitation, Section 16 of the Securities Exchange Act of 1934
("Section 16"). As you know, pursuant to the Company's insider trading policy
which is now in effect, you may only sell shares of the Company's common stock
during the forty-five (45) day period commencing three (3) full days after the
release of the Company's quarterly results. Additionally, pursuant to Section
16, you may not sell any of the Company's common stock within six (6) months
(either before or after the sale) of any non-exempt purchases or acquisitions of
any of the Company's securities (whether direct (i.e. common stock) or
derivative (i.e. options, warrants, etc.)). Because the determination of whether
a purchase or an acquisition of the Company's securities is exempt or non-exempt
for Section 16 purposes is complicated and technical in nature, you should
consult with the Company's legal advisors to ensure Section 16 compliance before
selling any of the Shares. In addition, you agree that you will not sell any
Shares under the Registration Statement within five (5) days of any purchase by
the Company of its common stock, or any purchase by any affiliate of the
Company. Furthermore, you agree that you will refrain from selling any Shares
under the Registration Statement at any time that you are requested to do so by
the Company's Board of Directors. FINALLY, IN ADDITION TO AND WITHOUT LIMITING
THE PREVIOUS RESTRICTIONS, YOU MAY NOT SELL (OR PURCHASE) ANY OF THE COMPANY'S
SECURITIES (INCLUDING, WITHOUT LIMITATION, THE SHARES) AT ANY TIME THAT YOU
POSSESS ANY MATERIAL INFORMATION WHICH HAS NOT BEEN DISSEMINATED IN THE PUBLIC
FOR AT LEAST THREE (3) DAYS. FOR THE PURPOSES OF THE FOREGOING, "MATERIAL
INFORMATION" SHALL CONSTITUTE ANY INFORMATION WHICH A REASONABLE INVESTOR WOULD
CONSIDER IN DETERMINING WHETHER OR NOT TO EFFECT A TRANSACTION IN THE COMPANY'S
SECURITIES. TO ENSURE COMPLIANCE WITH ALL OF THE FOREGOING RESTRICTIONS YOU
AGREE TO NOTIFY THE COMPANY AT LEAST TEN (10) DAYS PRIOR TO SELLING ANY SHARES
UNDER THE REGISTRATION STATEMENT, THE NUMBER OF SHARES YOU PROPOSE TO SELL AND
THE OUTSIDE DATE BY WHICH THOSE SHARES WILL BE SOLD.

4. METHOD OF SALE. In order to sell the Shares, you must first exercise
your options by providing written notice to Michael Krasny, the Plan
administrator, of your desire to do so and tendering therewith a check in the
amount of the aggregate exercise price ($0.017 x the number of options
exercised). Mr. Krasny will thereupon direct the Company's legal counsel and
transfer agent to cause the Shares to be issued in your name. Upon receipt by
you of your Shares, you may sell your Shares through brokers of your choice or
in privately-negotiated transactions, provided that you notify the Company of
the manner in which such Shares are proposed to be sold. In order to facilitate
your sales, the Company intends to engage one or more brokers to provide you
brokerage services. You will be responsible for all commissions and costs
incurred in connection with the sale of your Shares.

<PAGE> 4
Mr. Gregory C. Zeman
Mr. Daniel B. Kass
Ms. Mary C. Gerlits
Page 3

5. TAX ASPECTS. At the time you exercise your options, you will
recognize taxable income in the amount of the difference between the aggregate
exercise price and the value of the Shares received upon exercise. You will be
solely responsible for all such taxes (federal and state). However, the Company
may withhold from the proceeds you receive upon the sale of your Shares such
amounts as are required to be withheld by federal and state law on account of
your employment with the Company. THE TAX ASPECTS OF YOUR EXERCISE AND SALE ARE
TECHNICAL AND COMPLEX IN NATURE. YOU ARE HEREBY ADVISED TO CONSULT YOUR OWN TAX
ADVISORS TO DETERMINE THE IMPACT ON YOU OF SUCH EXERCISES AND SALES.

6. TERMINATION. In the event your employment with the Company ceases
for any reason during the effectiveness of the Registration Statement, your
rights (including without limitation the right to sell under the Registration
Statement) and your obligations (including without limitation your obligation to
pay fees and expenses for any post-termination activities) under this letter
agreement shall thereupon cease. Thereafter, the terms of the Plan shall control
in all respects with respect to the exercise of your Plan options and your sale
of the shares received thereupon (including those registered under the
Registration Statement).

If the foregoing reflects your understanding of the agreement among
you, the Company and the Plan, please execute this letter where indicated below
thereby evidencing your agreement to comply with all the terms and conditions
herein contained. In addition, to the extent the Company is advised by counsel
that any further documents are required to be executed by you in order to fully
effectuate the terms hereof, you agree to cooperate to cause any such documents
to be prepared and executed. Please return an originally executed copy of this
letter to the undersigned no later than July 23, 1998.

Sincerely,

MPK STOCK OPTION PLAN

By:____________________________________
Michael P. Krasny, Administrator

and

CDW COMPUTER CENTERS, INC.

By:____________________________________
Michael P. Krasny, Chairman and
Chief Executive Officer

<PAGE> 5
Mr. Gregory C. Zeman
Mr. Daniel B. Kass
Ms. Mary C. Gerlits
Page 4

ACCEPTED AND AGREED TO
THIS 23RD DAY OF JULY, 1998.

____________________________
Gregory C. Zeman

____________________________
Daniel B. Kass

____________________________
Mary C. Gerlits

<PAGE> 6
EXHIBIT A
MPK STOCK OPTION PLAN
OPTION EXERCISE SCHEDULE

Date Shares Total Plan Gregory Zeman Daniel Kass Mary C. Gerlits
available for Sale 3,207,401 2,433,199 516,134 258,068
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(1) (2) (1) (2) (1) (2) (1) (2)

January 1, 1998 56,129 3,151,272 42,581 2,390,618 9,032 507,102 4,516 253,552
April 1, 1998 55,147 3,096,125 41,836 2,348,782 8,874 498,228 4,437 249,115
July 1, 1998 54,183 3,041,942 41,104 2,307,678 8,719 489,509 4,360 244,755
October 1, 1998 53,233 2,988,709 40,384 2,267,294 8,566 480,943 4,283 240,472
January 1, 1999 52,303 2,936,406 39,678 2,227,616 8,417 472,526 4,208 236,264
April 1, 1999 51,387 2,885,019 38,983 2,188,633 8,269 464,257 4,135 232,129
July 1, 1999 50,487 2,834,532 38,301 2,150,332 8,124 456,133 4,062 228,067
October 1, 1999 49,604 2,784,928 37,631 2,112,701 7,982 448,151 3,991 224,076
January 1, 2000 48,736 2,736,192 36,972 2,075,729 7,843 440,308 3,921 220,155
April 1, 2000 47,883 2,688,309 36,325 2,039,404 7,705 432,603 3,853 216,302
July 1, 2000 47,046 2,641,263 35,690 2,003,714 7,571 425,032 3,785 212,517
October 1, 2000 46,222 2,595,041 35,065 1,968,649 7,438 417,594 3,719 208,798

Total (3) 612,360 464,550 98,540 49,270
</TABLE>

(1) Represents shares issuable under the MPK Stock Option Plan (the "Plan"), a
plan established by the registrant's Chairman and Chief Executive Officer out of
his own holdings. Pursuant to Rule 416 under the Securities Act of 1933, as
amended, there are registered hereunder such indeterminate number of additional
shares as may become issuable under the Plan as a result of the antidilution
provisions contained herein.

(2) Represents the balance of options held by the Selling Shareholders under the
Plan as of the beginning of each calendar quarter, assuming the sale of all
shares available in the immediately preceding quarter.

(3) Represents 612,360 total shares eligible for sale pursuant to this
Registration Statement.

<PAGE> 1
EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT

<PAGE> 2
SUBSIDIARIES OF THE REGISTRANT

CDW Government Inc., an Illinois corporation.

<PAGE> 1

EXHIBIT 23(a)

CONSENT OF PRICEWATERHOUSECOOPERS LLP,
INDEPENDENT ACCOUNTANTS
<PAGE> 2

CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors

CDW Computer Centers, Inc.

We consent to the incorporation by reference in the registration statement
of CDW Computer Centers, Inc. on Form S-3 of our report dated January 22, 1998,
on our audits of the consolidated financial statements and financial statement
schedule of CDW Computer Centers, Inc. as of December 31, 1997 and 1996 and for
the years ended December 31, 1997, 1996 and 1995, which report is included in
the 1997 Annual Report on Form 10-K. We also consent to the reference to our
firm under the caption "Experts" in the Prospectus contained in this
registration statement on Form S-3.

PricewaterhouseCoopers LLP

Chicago, Illinois
July 28, 1998