SC 13E4/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 SCHEDULE 13E-4
                          ISSUER TENDER OFFER STATEMENT
     (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)

                                (Amendment No. 1)

                              MICRO WAREHOUSE, INC.
                  (Name of Issuer and Person Filing Statement)

                     COMMON STOCK, PAR VALUE $.01 PER SHARE

                         (Title of Class of Securities)

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


                                   59501B105
                      (CUSIP Number of Class of Securities)


                               BRUCE L. LEV, ESQ.
             EXECUTIVE VICE PRESIDENT OF LEGAL AND CORPORATE AFFAIRS
                              MICRO WAREHOUSE, INC.
                             535 CONNECTICUT AVENUE
                           NORWALK, CONNECTICUT 06854
                                 (203) 899-4000

                                 ---------------
  (Name, Address and Telephone Number of Person Authorized to Receive Notices
         and Communications on Behalf of the Person(s) Filing Statement)

                                    COPY TO:

                             RANDI L. STRUDLER, ESQ.
                           Jones, Day, Reavis & Pogue
                              599 Lexington Avenue
                            New York, New York 10022
                                 (212) 326-3939

                                January 28, 2000

             (Date of Event Which Requires Filing of This Statement)




         This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule
13E-4 originally filed on December 28, 1999 (the "Statement"), relates to an
offer by Micro Warehouse, Inc. (the "Company") to purchase up to 10,526,316
shares of its Common Stock, par value $.01 per share, including the associated
preferred share purchase rights (the "Shares"), at a price of $19.00 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated December 28, 1999 (the "Offer to
Purchase"), and the related Letter of Transmittal (the "Letter of Transmittal,"
which together with the Offer to Purchase constitute the "Offer"). Unless the
context otherwise requires, capitalized terms not defined herein have the
meanings assigned to them in the Offer to Purchase.

         The Statement is hereby amended and/or supplemented as provided below:

ITEM 4.   INTEREST IN SECURITIES OF THE ISSUER.

         Item 4 is hereby amended and supplemented by the following:

         All Shares tendered prior to the Offer's initial expiration at 5:00
p.m., New York City time, on Friday, January 28, 2000, were accepted by the
Purchasers for payment, subject to the terms of the Offer. Parent and the
Company issued a press release on January 31, 2000, in which they disclosed that
an aggregate of approximately 32.35 million Shares (including approximately 2.39
million Shares subject to guaranteed delivery procedures) were tendered and not
withdrawn prior to the initial Expiration Date. Together with Shares already
owned by Acquisition and giving effect to the purchase of Shares by the Company
in the Offer, Acquisition beneficially owns approximately 93.5% of all the
Company's outstanding Shares.

ITEM 8.   ADDITIONAL INFORMATION.

         Item 8(e) is hereby amended and supplemented by adding to the end
thereof the following:

         The Offer to purchase all outstanding Shares of the Company has been
extended to 5:00 p.m., New York City time, on Wednesday, February 2, 2000. All
Shares tendered during the extension period will be accepted for payment and
there will be no withdrawal rights during the extension period.

ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.

         (a)(11) Press Release issued on January 31, 2000.


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                             SIGNATURE


     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 1 to Schedule 13E-4 is
true, complete and correct.


                                   MICRO WAREHOUSE, INC.


January 31, 2000                   By:  /s/ Bruce L. Lev
                                        --------------------------------
                                        Bruce L. Lev
                                        Executive Vice President

















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                           EXHIBIT INDEX



EXHIBITS

(a)(11)     Press Release issued by Parent and the Company on January 31, 2000.





















                                      -3-

EX-99.(A)(11)

                                                                Exhibit (a)(11)

                                       Contact: George Sard/Stephanie Sorrentino
                                                Sard Verbinnen & Co.
                                                212/687-8080

                 INVESTOR GROUP TAKES CONTROL OF MICRO WAREHOUSE
                  JEROME YORK NAMED CHAIRMAN, PRESIDENT AND CEO
               32.35 MILLION TENDERED SHARES ACCEPTED FOR PAYMENT

         NORWALK, CT, JANUARY 31, 2000 -- Micro Warehouse, Inc. (NASDAQ: MWHS)
and Bridgeport Holdings Inc., an affiliate of an investor group led by Gary L.
Wilson, Jerome B. York and Freeman Spogli & Co., announced today that they have
accepted for payment the approximately 32.35 million shares (including
approximately 2.39 million shares subject to guaranteed delivery procedures) of
Micro Warehouse that were tendered in their $19 per share cash tender offer
prior to its initial expiration on January 28, 2000.

         Including shares already owned by Bridgeport and after giving effect to
Micro Warehouse's purchase of shares in the offer, Bridgeport beneficially owns
approximately 93.5 % of the outstanding common shares of Micro Warehouse and has
taken control of the company.

         The offer has been extended until Wednesday, February 2, 2000 at 5:00
p.m. EST, unless further extended. All shares tendered during the extension
period will be promptly accepted for payment. There will be no withdrawal rights
during the extension period.

         In connection with Bridgeport taking control of the company, York has
been named Chairman, President and Chief Executive Officer of Micro Warehouse,
replacing Peter Godfrey who has resigned. York is a former Chief Financial
Officer of IBM and Chrysler.

         "I am looking forward to leading Micro Warehouse at a time of enormous
opportunities in a rapidly changing business," said York. "Micro Warehouse has a
large and growing Internet business, strong operating management, a talented
work force and good customer relationships with thousands of medium-size and
small businesses. I intend to work closely with all of these constituencies for
the benefit of our employees, customers, suppliers and investors."

         The merger of Micro Warehouse into Bridgeport Acquisition Corp. is
expected later this week. Each share not tendered will be converted in the
merger into the right to receive $19, the same consideration being paid for
shares tendered in the offer. Following completion of the merger, the Board of
Directors of Micro Warehouse will be York, Wilson, Michael S. Ovitz, Alfred D.
Boyer, Bradford M. Freeman, Charles P. Rullman and William C. Johnson.

         Credit Suisse First Boston and CIBC Inc. arranged the debt financing
for the transaction. Alfred D. Boyer of Boyer Capital Management initiated the
transaction and represented Bridgeport. Micro Warehouse was advised by
Wasserstein Perella & Co, Inc. Credit Suisse First Boston is serving as
dealer-manager for the tender offer.

         Micro Warehouse, Inc., with annual sales of approximately $2.4 billion,
is a specialty catalog and online retailer and direct marketer of brand name
personal computers, computer software, accessories, peripherals and networking
products to commercial and consumer customers.