8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                             Securities Act of 1934

                       Date of Report: November 21, 1996

                             MICRO WAREHOUSE, INC.

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

       Delaware                      0-20730                 06-1192793
- --------------------------------------------------------------------------------
(State of Incorporation)      (Commission File No.)         (IRS Id. No.)


                        Exhibit Index Appears on Page 4



Item 5.   Other Events.

          This Current Report on Form 8-K is being filed with the Securities and
Exchange Commission by Micro Warehouse, Inc. ("MWHS") for the purpose of
providing the information set forth in a press release issued by MWHS on
November 20, 1996, a copy of which is filed as Exhibit 99.1 hereto and
incorporated herein by reference.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

     (a)  Financial Statement of Businesses Acquired.

          None.

     (b)  Pro Forma Financial Information.

          None.

     (c)  Exhibits.

          The following exhibit is filed herewith:

          99.1 Press Release dated November 20, 1996.


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                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        MICRO WAREHOUSE, INC.
                                            (Registrant)

Date: November 21, 1996                 By____________________________
                                          Bruce L. Lev
                                          Vice President


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                                 EXHIBIT INDEX

Exhibit
Number                             Description
- -------                            -----------
99.1                               Press Release dated November 20, 1996


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EX-99.1

                                                                    EXHIBIT 99.1

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

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

                    MICRO WAREHOUSE ANNOUNCES REORGANIZATION

     Norwalk, CT, November 20, 1996 - Micro Warehouse (Nasdaq: MWHS) today
announced a significant reorganization, several immediate resignations in its
Finance Department, and the future resignation of its Chief Operating Officer.
Micro Warehouse will convert to a geographically oriented organizational
structure, and realign certain departments in order to serve its markets more
effectively going forward.

     Steve Purcell, Micro Warehouse's Vice President of Finance, Chief Financial
Officer and Treasurer, and Eric Furman, its Corporate Controller and Chief
Accounting Officer, both resigned as officers effective today. The Company has
commenced a search for replacements for both positions. Micro Warehouse CEO
Linwood A. (Chip) Lacy, Jr. said "As part of the process we intend to expand
the Finance Department, adding a Treasurer and additional staff." Messrs.
Purcell and Furman will remain as employees of the Company for an interim period
to assist with the Company's restatement of prior period results. Mr. Lacy will
assume the responsibility of Acting Chief Financial Officer effective
immediately.

     In an unrelated circumstance, Mel Seiler, Executive Vice President and
Chief Operating Officer, has indicated that he wishes to resign from the Company
effective summer of 1997. Mr. Seiler has worked as a consultant or an employee
for Micro Warehouse for the past nine years and has been a key leader in the
Company's success. CEO Lacy said "I have been extremely grateful for all the
help and coaching that Mel has provided me through these initial weeks at the
Company."

     Micro Warehouse founder and Chairman, Peter Godfrey, said "Mel has been
instrumental in guiding the day-to-day opeations of the Company since its early
stages and we will miss his important contribution."

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     Micro Warehouse will convert to a geographically oriented business model.
Until his successor is appointed, Mel Seiler will be responsible for all U.S.
and Canadian operations. Mr. Lacy continued "Overseas sales now account for more
than 30% of the Company's business. The acquisition in January, 1996 of Inmac
with its sizable European business enables us to place sufficient resources
within the European market to manage many aspects of its business locally." Jeff
Sheahan, Vice President and General manager of European Operations, will
continue in his role. The Company intends to either recruit or promote an
individual to oversee its operations in Mexico, Japan and Australia as a
separate region.

     Micro Warehouse will also realign its U.S. product Marketing and
Publications functions. Effective immediately, Adam Shaffer is promoted to
Senior Vice President of product and Marketing. He will continue to be
responsible for the full range of U.S. product marketing and will assume
responsibility for purchasing. Vice President of Purchasing Merle McIntosh will
report to him, as will Geoff Boytos, who is today promoted to Vice President of
Database Marketing. Mr. Shaffer will report to Mel Seiler, but will continue to
work closely on marketing issues with Company founder and Chairman, Peter
Godfrey.

     Mr. Shaffer and his organization will provide guidance for product
selection and purchasing for Micro Warehouse's international operations.
However, after a transition period, these organizations will report on a direct
line basis to the geographic areas in which they operate. Database Marketing
will continue to be a centralized function.

     Stephen England is promoted to Vice president of Worldwide Publishing
Operations. In addition to his present co-operative advertising sales
responsibilities, he will assume responsibility for the worldwide publication of
catalogs and magazine advertising, as well as catalog printing and production.

     Reporting to Mel Seiler in the U.S. will be Adam Shaffer, Senior Vice
President of Product and Marketing; Stephen England, Vice President of Worldwide
Publishing Operations; George D'Amico, Vice president of Sales; Bruce
Schellinkhout, Vice President of Distribution; Alicia Ivans, General Manager of
U.S.A. Flex; and Mike Branchflower, General Manager of Canadian Operations. All
of these individuals' duties will remain unchanged except as noted.

     Reporting to Mr. Lacy will be Mel Seiler, Executive Vice President and
Chief Operating Officer; Jeff Sheahan, Vice President of European Operations;
and Chief Financial Officer; Marty Gordon, Vice President and Chief Information
Officer; Bruce Lev, Vice President, General Counsel and Secretary; and Mike
Kurtz, Vice president of Human Resources.

                                       ***


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