<SUBMISSION>
<ACCESSION-NUMBER>0000927016-00-004013
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>5
<PERIOD>20000930
<FILING-DATE>20001114
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>PC CONNECTION INC
<CIK>0001050377
<ASSIGNED-SIC>5961
<IRS-NUMBER>020513618
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-23827
<FILM-NUMBER>765937
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ROUTE 101A
<STREET2>730 MILFORD RD
<CITY>MERRIMACK
<STATE>NH
<ZIP>03054
<PHONE>6034232000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>ROUTE 101A
<STREET2>730 MILFORD RD
<CITY>MERRIMACK
<STATE>NH
<ZIP>03054
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 10-Q
<TEXT>

<PAGE>

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

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 10-Q

(MARK ONE)

[X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                For the quarterly period ended September 30, 2000

                                       OR

[_]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       For the transition period from ________________ to _______________


                         Commission file number 0-23827


                               PC CONNECTION, INC.
             (Exact name of registrant as specified in its charter)


         DELAWARE                                             02-0513618
         --------                                             ----------
  (State or other jurisdiction                            (I.R.S. Employer
 of incorporation or organization)                       Identification No.)


     730 MILFORD ROAD,
 MERRIMACK, NEW HAMPSHIRE                                       03054
 ------------------------                                       -----
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code     (603) 423-2000
                                                       --------------

Indicate by check mark () whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.



          YES  X    NO
             -----     -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of the issuer's Common Stock, $.01 par value,
as of November 9, 2000 was 24,365,108.

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

                      PC CONNECTION, INC. AND SUBSIDIARIES
                                    FORM 10-Q


                                TABLE OF CONTENTS



<TABLE>
<CAPTION>


PART I     FINANCIAL INFORMATION                                                      PAGE
           ---------------------                                                      ----
<S>        <C>                                                                        <C>
 Item 1    Financial Statements:

           Independent Accountants' Report..........................................     1

           Condensed Consolidated Balance Sheets - September 30, 2000
           and December 31, 1999....................................................     2

           Condensed Consolidated Statements of Income -
           Three months ended September 30, 2000 and 1999;
           Nine months ended September 30, 2000 and 1999............................     3

           Condensed Consolidated Statement of Changes in Stockholders' Equity -
           Nine months ended September 30, 2000.....................................     4

           Condensed Consolidated Statements of Cash Flows - Nine
           months ended September 30, 2000 and 1999.................................     5

           Notes to Condensed Consolidated Financial Statements.....................     6

 Item 2    Management's Discussion and Analysis of Financial
           Condition and Results of Operations......................................    10

 Item 3    Qualitative and Quantitative Disclosures About Market Risk...............    16


PART II    OTHER INFORMATION
           -----------------

 Item 1    Legal Proceedings........................................................    17

 Item 2    Changes in Securities and Use of Proceeds................................    17

 Item 3    Defaults Upon Senior Securities..........................................    17

 Item 4    Submission of Matters to a Vote of Security Holders......................    17

 Item 5    Other Information........................................................    17

 Item 6    Exhibits and Reports on Form 8-K.........................................    17

           SIGNATURES...............................................................    18
           ----------

</TABLE>
<PAGE>

INDEPENDENT ACCOUNTANTS' REPORT



To the Board of Directors and Stockholders of
PC Connection, Inc. and Subsidiaries
Merrimack, New Hampshire



We have reviewed the accompanying condensed consolidated balance sheet of PC
Connection, Inc. and subsidiaries (the "Company") as of September 30, 2000, and
the related condensed consolidated statements of income, changes in
stockholders' equity and cash flows for the three-month and nine-month periods
then ended listed as Part 1, Item 1 in the Table of Contents included on Form
10-Q for the quarterly period ended September 30, 2000. These financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of PC
Connection, Inc. and subsidiaries as of December 31, 1999, and the related
consolidated statements of income, stockholders' equity, and cash flows for the
year then ended (not presented herein); and in our report dated January 26,
2000, we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of December 31, 1999 is fairly stated,
in all material respects, in relation to the consolidated balance sheet from
which it has been derived.


DELOITTE & TOUCHE LLP
Boston, Massachusetts
October 17, 2000



                                      -1-
<PAGE>

                      PC CONNECTION, INC. AND SUBSIDIARIES
                         Part I - Financial Information
                          ITEM 1 - FINANCIAL STATEMENTS
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (amounts in thousands)
<TABLE>
<CAPTION>


                                                                   September 30,   December 31,
                                                                      2000           1999
                                                                   ------------    ------------
                                                                   (unaudited)
<S>                                                                  <C>            <C>
ASSETS
 Current Assets:

   Cash and cash equivalents                                         $ 12,729       $ 20,416
   Accounts receivable, net                                           166,510         99,405
   Inventories-merchandise                                             83,073         64,348
   Deferred income taxes                                                1,924          1,991
   Prepaid expenses and other current assets                            6,519          4,651
                                                                     --------       --------

       TOTAL CURRENT ASSETS                                           270,755        190,811

 Property and equipment, net                                           27,659         23,126
 Goodwill, net                                                          9,685          9,431
 Other assets                                                             473            169
                                                                     --------       --------

       TOTAL ASSETS                                                  $308,572       $223,537
                                                                     ========       ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

 Current maturities of capital lease obligation to affiliate         $    176       $    137
 Notes payable, current maturities                                      8,027          1,000
 Accounts payable                                                     145,004        105,547
 Accrued expenses and other liabilities                                13,319         11,877
                                                                     --------       --------
       TOTAL CURRENT LIABILITIES                                      166,526        118,561

Notes payable, less current maturities                                  1,000          2,000
Capital lease obligation to affiliate                                   6,832          6,945
Deferred taxes                                                          1,342          1,579
Other liabilities                                                         143            229
                                                                     --------       --------

       TOTAL LIABILITIES                                              175,843        129,314
                                                                     --------       --------

Stockholders' Equity:

 Common stock                                                             244            237
 Additional paid-in capital                                            71,072         58,548
 Retained earnings                                                     61,413         35,438
                                                                     --------       --------

       TOTAL STOCKHOLDERS' EQUITY                                     132,729         94,223
                                                                     --------       --------

       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $308,572       $223,537
                                                                     ========       ========

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                      -2-
<PAGE>

                      PC CONNECTION, INC. AND SUBSIDIARIES
                         Part I - Financial Information
                          ITEM 1 - FINANCIAL STATEMENTS
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                  (amounts in thousands, except per share data)


<TABLE>
<CAPTION>
                                                   Three Months            Nine Months
                                                      Ended                   Ended
                                                   September 30,           September 30,
                                                  --------------         ----------------
                                                  2000      1999         2000        1999
                                                  ----      ----         ----        ----

<S>                                             <C>        <C>        <C>          <C>
Net sales                                       $397,124   $282,103   $1,081,457   $738,915
Cost of sales                                    347,394    247,651      946,152    649,598
                                                --------   --------   ----------   --------
     GROSS PROFIT                                 49,730     34,452      135,305     89,317

Selling, general and administrative expenses      32,872     24,333       92,782     64,136
                                                --------   --------   ----------   --------

     INCOME FROM OPERATIONS                       16,858     10,119       42,523     25,181

Interest expense                                    (440)      (449)      (1,114)      (991)
Other, net                                           121         32          490        173
                                                --------   --------   ----------   --------
Income before taxes                               16,539      9,702       41,899     24,363
Income taxes                                      (6,284)    (3,687)     (15,924)    (9,259)
                                                --------   --------   ----------   --------
     NET INCOME                                 $ 10,255   $  6,015   $   25,975   $ 15,104
                                                ========   ========   ==========   ========


 Earnings per common share:
   Basic                                        $    .42   $   0.26   $     1.08   $    .64
                                                ========   ========   ==========   ========
   Diluted                                      $    .40   $   0.25   $     1.02   $    .63
                                                ========   ========   ==========   ========
</TABLE>






See accompanying notes to condensed consolidated financial statements.



                                      -3-
<PAGE>

                      PC CONNECTION, INC. AND SUBSIDIARIES
                         Part I - Financial Information
                          ITEM 1 - FINANCIAL STATEMENTS
       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (UNAUDITED)
                             (AMOUNTS IN THOUSANDS)


<TABLE>
<CAPTION>
                                           Common Stock
                                           ------------     Additional     Retained
                                          Shares  Amount  Paid In Capital  Earnings      Total
                                          ------  ------  ---------------  --------      -----
<S>                                       <C>     <C>        <C>          <C>         <C>
Balance, December 31, 1999                23,653   $237       $58,548       $35,438    $ 94,223

Exercise of stock options, including
 income tax benefits                         686      7        11,994             -      12,001

Issuance of stock under employee stock
 purchase plan                                25      -           479             -         479

Compensation under nonstatutory
 stock option agreements                       -      -            51             -          51

Net income                                     -      -             -        25,975      25,975
                                          ------   ----       -------       -------    --------

Balance, September 30, 2000               24,364   $244       $71,072       $61,413    $132,729
                                          ======   ====       =======       =======    ========

</TABLE>


See accompanying notes to condensed consolidated financial statements.



                                      -4-
<PAGE>

                      PC CONNECTION, INC. AND SUBSIDIARIES
                         Part I - Financial Information
                          ITEM 1 - FINANCIAL STATEMENTS
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (amounts in thousands)

<TABLE>
<CAPTION>
                                                 Nine Months Ended September 30,
                                                 -------------------------------
                                                       2000        1999
                                                    ---------   ----------
<S>                                                 <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                          $  25,975   $  15,104
Adjustments to reconcile net income to net cash
 provided by (used for) operating activities:
 Depreciation and amortization                          4,719       3,796
 Deferred income taxes                                  7,760       2,697
 Compensation under nonstatutory stock option
  agreements                                               51         114
 Provision for doubtful accounts                        7,152       4,961
 (Gain)/loss on disposal of fixed assets                   (5)         24
Changes in assets and liabilities:
 Accounts receivable                                  (73,757)    (23,722)
 Inventories                                          (18,725)      5,474
 Prepaid expenses and other current assets             (1,868)        936
 Other non-current assets                                (304)          -
 Accounts payable                                      39,711      (1,489)
 Accrued expenses and other liabilities                 1,511         (26)
                                                    ---------   ---------
Net cash (used for) provided by operating
 activities                                            (7,780)      7,869
                                                    ---------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchases of property and equipment                   (8,074)     (4,868)
 Proceeds from sale of property and equipment              74           3
 Payment for acquisitions, net of cash acquired        (2,158)     (3,198)
                                                    ---------   ---------
 Net cash used for investing activities               (10,158)     (8,063)
                                                    ---------   ---------

Cash Flows from Financing Activities:

 Proceeds from short-term borrowings                  399,774     392,960
 Repayment of short-term borrowings                  (392,747)   (392,960)
 Repayment of notes payable                            (1,000)          -
 Repayment of capital lease obligations                   (74)        (90)
 Issuance of stock upon exercise of nonstatutory
   stock options                                        3,819         133
 Issuance of stock under Employee Stock Purchase
   Plan                                                   479         198
                                                    ---------   ---------
 Net cash provided by financing activities             10,251         241
                                                    ---------   ---------
 (Decrease)/increase in cash and cash equivalents      (7,687)         47
 Cash and cash equivalents, beginning of period        20,416      11,910
                                                    ---------   ---------
 Cash and cash equivalents, end of period           $  12,729   $  11,957
                                                    =========   =========

SUPPLEMENTAL CASH FLOW INFORMATION:

   Interest paid                                    $     918   $     983
   Income taxes paid                                   11,058       5,341

NON-CASH:

   Issuance of notes payable in connection with
    acquisition of a subsidiary                     $       -   $   3,000
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                      -5-
<PAGE>

                      PC CONNECTION, INC. AND SUBSIDIARIES
                         Part I - Financial Information
                          ITEM 1 - FINANCIAL STATEMENTS
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1-BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements of PC Connection,
Inc. and Subsidiaries ("PCC" or the "Company") have been prepared in accordance
with accounting principles generally accepted in The United States of America.
Such principles were applied on a basis consistent with those of the financial
statements contained in the Company's Annual Report on Form 10-K/A for the year
ended December 31, 1999 (the "10-K/A Report") filed with the Securities and
Exchange Commission ("SEC"). The accompanying condensed consolidated financial
statements should be read in conjunction with the financial statements contained
in the Company's Annual Report on Form 10K/A. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements contain all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation. The operating results for the three and nine months ended
September 30, 2000 may not be indicative of the results expected for any
succeeding quarter or the entire year ending December 31, 2000.

Certain amounts in the prior year financial statements have been reclassified to
conform to the current year presentation.

In April 2000, the Company's Board of Directors approved a three-for-two stock
split of its outstanding shares of Common Stock to be effected in the form of a
50% stock dividend. The dividend was distributed on May 23, 2000 to the
Company's stockholders of record as of the close of business on May 12, 2000.
All per share and related amounts contained in these financial statements and
notes have been adjusted retroactively to reflect the stock split.

REVENUE RECOGNITION

Revenue on product sales is recognized at the point in time when persuasive
evidence of an arrangement exists, the price is fixed and final, delivery has
occurred and there is a reasonable assurance of collection of the sales
proceeds. The Company generally obtains oral or written purchase authorizations
from its customers for a specified amount of product at a specified price and
considers delivery to have occurred at the point of shipment. The Company
provides its customers with a limited thirty day right of return only for
defective merchandise. Revenue is recognized at shipment and a reserve for sales
returns is recorded. The Company has demonstrated the ability to make reasonable
and reliable estimates of product returns in accordance with SFAS No. 48 based
on significant historical experience.

INVENTORIES--MERCHANDISE

Inventories (all finished goods) consisting of software packages, computer
systems and peripheral equipment, are stated at cost (determined under the
first-in, first-out method) or market, whichever is lower. Provisions are made
currently for obsolete, slow moving and nonsalable inventory.


NOTE 2-EARNINGS PER SHARE

Basic earnings per common share is computed using the weighted average number of
shares outstanding. Diluted earnings per common share is computed using the
weighted average number of shares outstanding adjusted for the incremental
shares attributed to outstanding options to purchase common stock.



                                      -6-
<PAGE>

                      PC CONNECTION, INC. AND SUBSIDIARIES
                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
                                   (UNAUDITED)


NOTE 2-EARNINGS PER SHARE - CONT'D.


The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>

                                                                   Three Months           Nine Months
                                                                       Ended                Ended
                                                                   ------------           -----------
 September 30, (Amounts In Thousands, Except Per Share Data)       2000     1999         2000     1999
                                                                   ----     ----         ----     ----

<S>                                                               <C>      <C>      <C>          <C>
   Numerator:
     Net income                                                   $10,255  $ 6,015      $25,975  $15,104
                                                                  =======  =======      =======  =======

   Denominator:
     Denominator for basic earnings per share:
       Weighted average shares                                     24,243   23,477       23,949   23,450

     Dilutive effect of unexercised
       employee stock options:                                      1,654      640        1,635      658
                                                                  -------  -------      -------  -------

 Denominator for diluted earnings per share                        25,897   24,117       25,584   24,108
                                                                  =======  =======      =======  =======

   Earnings per share:
     Basic                                                        $   .42  $   .26      $  1.08  $   .64
                                                                  =======  =======      =======  =======
     Diluted                                                      $   .40  $   .25      $  1.02  $   .63
                                                                  =======  =======      =======  =======

</TABLE>

The following unexercised stock options were excluded from the computation of
diluted earnings per share for the three and nine months ended September 30,
2000 and 1999 because the effect of the options on the calculation would have
been anti-dilutive:

<TABLE>
<CAPTION>
                                                 Three Months Ended      Nine Months Ended
                                                 ------------------      -----------------
  September 30, (Amounts In Thousands)           2000          1999      2000         1999
                                                 ----          ----      ----         ----
<S>                                              <C>         <C>        <C>       <C>
  Anti-dilutive stock options                      --         1,430        76        1,355
                                                 ====         =====      ====        =====

</TABLE>

Note 3-Reporting Comprehensive Income

Comprehensive income is the same as net income reported for the three and nine
months ended September 30, 2000 and 1999.




                                      -7-
<PAGE>

                      PC CONNECTION, INC. AND SUBSIDIARIES
                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
                                   (UNAUDITED)


Note 4-Recently Issued Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," (SFAS 133)
adjusted to be effective for fiscal years beginning after June 15, 2000. SFAS
133 establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities. Under SFAS 133, certain contracts that were not formerly
considered derivatives may now meet the definition of a derivative. The Company
intends to adopt SFAS 133 effective January 1, 2001. Management does not expect
the adoption of SFAS 133 to have a significant impact on the financial position
or results of operations of the Company because the Company does not have
significant derivative activity.

In December, 1999 the Securities and Exchange Commission ("SEC") released Staff
Accounting Bulletin ("SAB") No. 101 "Revenue Recognition in Financial
Statements."  This SAB clarifies certain elements of revenue recognition. Since
December, the SEC has issued several amendments that have effectively postponed
the implementation date until the fourth quarter of fiscal 2000. Management
currently believes that the implementation of the SAB will not have a material
impact on the Company's financial statements.

In July, 2000 the Emerging Issues Task Force reached a consensus on Issue 00-10,
"Accounting for Shipping and Handling Fees and Costs". The Consensus
specifically stated that all amounts billed to a customer in a sale transaction
related to shipping and handling, if any, represent revenues earned for the
goods provided and should be classified as revenue. It is currently the
Company's policy to record such revenues as a reduction of cost of goods sold.
Management is currently assessing the impact of Issue 00-10 on the financial
statements of the Company. The Company will adopt this Consensus in the fourth
quarter of fiscal 2000.

NOTE 5-ACQUISITION

On January 4, 2000 the Company acquired the Merisel Americas Inc. call center in
Marlborough, Massachusetts for approximately $2.2 million including acquisition
costs. The Company acquired the assembled work force of Merisel, as well as its
fixed assets; it also assumed its lease liabilities. The excess of the purchase
price over the fair value of the assets acquired totaled approximately $1.3
million. Such excess will be amortized over a period of 15 years. Operating
results of PC Connection would not have been materially different from those
reported for the nine months ended September 30, 1999 had the acquisition
occurred on January 1, 1999.

NOTE 6-SEGMENT AND RELATED DISCLOSURES

SFAS No. 131, "Disclosures About Segments of an Enterprise and Related
Information," requires that public companies report profits and losses and
certain other information on its "reportable operating segments" in its annual
and interim financial statements.

Management has determined that the Company has only one "reportable operating
segment," given the financial information provided to and used by the "chief
decision maker" of the Company to allocate resources and assess the Company's
performance. However, senior management does monitor revenue by platform (PC vs.
Mac), sales channel (Corporate Outbound, Inbound Telesales and On-line
Internet), and product mix (Computer Systems and Memory, Peripherals, Software,
and Networking and Communications).



                                      -8-
<PAGE>

                      PC CONNECTION, INC. AND SUBSIDIARIES
                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
                                   (UNAUDITED)


NOTE 6-SEGMENT AND RELATED DISCLOSURES - CONT'D.


Net sales by platform, sales channel and product mix are presented below:
<TABLE>
<CAPTION>

                                          Three Months Ended    Nine Months Ended
                                          ------------------    -----------------
  September 30, (Amounts In Thousands)      2000      1999       2000       1999
                                            ----      ----       ----       ----
<S>                                       <C>       <C>       <C>         <C>
  Platform
  --------
     PC and Multi Platform                $359,400  $244,567  $  964,676  $621,191
     Mac                                    37,724    37,536     116,781   117,724
                                          --------  --------  ----------  --------
       Total                              $397,124  $282,103  $1,081,457  $738,915
                                          ========  ========  ==========  ========
  Sales Channel
  -------------
     Corporate Outbound                   $312,741  $194,598  $  823,780  $470,607
     Inbound Telesales                      55,499    72,639     178,592   229,180
     On-Line Internet                       28,884    14,866      79,085    39,128
                                          --------  --------  ----------  --------
       Total                              $397,124  $282,103  $1,081,457  $738,915
                                          ========  ========  ==========  ========
  Product Mix
  -----------
     Computer Systems and Memory          $208,206  $131,911  $  564,691  $349,364
     Peripherals                           113,293    95,853     308,788   246,390
     Software                               37,432    35,490     113,992    94,752
     Networking and Communications          38,193    18,849      93,986    48,409
                                          --------  --------  ----------  --------
       Total                              $397,124  $282,103  $1,081,457  $738,915
                                          ========  ========  ==========  ========

</TABLE>



Substantially all of the Company's net sales for the quarters ended September
30, 2000 and 1999 were made to customers located in the United States. Shipments
to customers located in foreign countries aggregated less than 2% in those
respective quarters. All of the Company's assets at September 30, 2000 and
December 31, 1999 were located in the United States. The Company's primary
target customers are small- to medium-size businesses ("SMBs") comprised of 20
to 1,000 employees, although its customers also include individual consumers,
larger companies, federal, state and local governmental agencies and educational
institutions. Except for the federal government, no single customer accounted
for more than 3% of total net sales in the nine months ended September 30, 2000
and 1999. Sales to the federal government accounted for $96.1 million, or 8.9%
of total net sales for the nine months ended September 30, 2000 and $58.1
million or 7.9% of total net sales for the nine months ended September 30, 1999.



                                      -9-
<PAGE>

                      PC CONNECTION, INC. AND SUBSIDIARIES
                         PART I - FINANCIAL INFORMATION
      ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS



OVERVIEW

The following Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements based on management's
current expectations, estimates and projections about the Company's industry,
management's beliefs and certain assumptions made by management. All statements,
trends, analyses and other information contained in this report relative to
trends in net sales, gross margin and anticipated expense levels, as well as
other statements, including words such as "anticipate," "believe," "plan,"
"estimate," "expect," and "intend" and other similar expressions, constitute
forward-looking statements. These forward-looking statements involve risks and
uncertainties, and actual results may differ materially from those anticipated
or expressed in such statements. Potential risks and uncertainties include,
among others, those set forth in Item 7 under the caption "Factors That May
Affect Future Results and Financial Condition" in the Company's Annual Report on
Form 10-K and its amendments for the year ended December 31, 1999 filed with the
SEC, which are incorporated by reference herein. Particular attention should be
paid to the cautionary statements involving the industry's rapid technological
change and exposure to inventory obsolescence, availability and allocation of
goods, reliance on vendor support and relationships, competitive risks, pricing
risks, and economic risks. Except as required by law, the Company undertakes no
obligation to update any forward-looking statement, whether as a result of new
information, future events or otherwise. Readers, however, should carefully
review the factors set forth in other reports or documents that the Company
files from time to time with the SEC.

GENERAL

The Company was founded in 1982 as a mail-order business offering a broad range
of software and accessories for IBM and IBM-compatible personal computers
("PCs"). The founders' goal was to provide consumers with superior service and
high quality branded products at competitive prices. The Company initially
sought customers through advertising in magazines and the use of inbound toll
free telemarketing. Currently, the Company seeks to generate sales through (i)
outbound telemarketing by account managers focused on the business, education
and government markets, (ii) inbound calls from customers responding to the
Company's catalogs and other advertising and (iii) the Company's Internet web
site.

The Company offers both PC compatible products and Mac personal computer
compatible products. Reliance on Mac product sales has decreased over the last
three years, from 23.0% of net sales for the year ended December 31, 1996 to
10.8% of net sales for the nine months ended September 30, 2000.  The Company
believes that such sales will continue to decrease as a percentage of net sales
and may decline in dollar volume in future periods.



                                      -10-
<PAGE>

                      PC CONNECTION, INC. AND SUBSIDIARIES
                         Part I - Financial Information
      ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS-CONTINUED


RESULTS OF OPERATIONS

THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED WITH THE THREE
MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1999

The following table sets forth for the periods indicated information derived
from the Company's statements of income expressed as a percentage of net sales.
<TABLE>
<CAPTION>

                                                    Three Months Ended    Nine Months Ended
                                                    ------------------    -----------------
   September 30,                                       2000       1999        2000     1999
                                                       ----       ----        ----     ----
<S>                                                <C>        <C>        <C>         <C>
   Net sales (in millions).......................    $397.1     $282.1    $1,081.5   $738.9

   Net sales.....................................     100.0%     100.0%      100.0%   100.0%
   Gross profit..................................      12.5       12.2        12.5     12.1
   Selling, general and administrative expenses..       8.3        8.6         8.6      8.7
   Income from operations........................       4.2        3.6         3.9      3.4
   Interest expense..............................       0.1        0.2         0.1      0.1
   Income before income taxes....................       4.2        3.4         3.9      3.3
   Income taxes..................................       1.6        1.3         1.5      1.3
   Net income....................................       2.6        2.1         2.4      2.0

</TABLE>

The following table sets forth the Company's percentage of net sales by
platform, sales channel, and product mix:
<TABLE>
<CAPTION>

                                      Three Months Ended    Nine Months Ended
                                      ------------------    -----------------
   September 30,                         2000       1999       2000      1999
                                         ----       ----       ----      ----
<S>                                  <C>        <C>        <C>        <C>
   Platform
   --------

    PC and Multi-Platform..........        90%        87%        89%       84%
    Mac............................        10         13         11        16
                                         ----       ----       ----      ----
     Total.........................       100%       100%       100%      100%
                                         ====       ====       ====      ====


   Sales Channel
   -------------
    Corporate Outbound.............        79%        69%        76%       64%
    Inbound Telesales..............        14         26         17        31
    On-Line Internet...............         7          5          7         5
                                         ----       ----       ----      ----
     Total.........................       100%       100%       100%      100%
                                         ====       ====       ====      ====

   Product Mix
   -----------
    Computer Systems and Memory....        52%        47%        52%       47%
    Peripherals....................        29         34         29        33
    Software.......................         9         12         10        13
    Networking and Communications..        10          7          9         7
                                         ----       ----       ----      ----
     Total.........................       100%       100%       100%      100%
                                         ====       ====       ====      ====

</TABLE>



                                      -11-
<PAGE>

                      PC CONNECTION, INC. AND SUBSIDIARIES
                         Part I - Financial Information
      ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS-CONTINUED


RESULTS OF OPERATIONS - GENERAL - CONT'D.

NET SALES increased $115.0 million, or 40.8%, to $397.1 million for the quarter
ended September 30, 2000 from $282.1 million for the comparable period in 1999.
Net sales for the nine months ended September 30, 2000 increased $342.6 million,
or 46.4%, to $1,081.5 million from $738.9 million for the comparable period in
1999. Growth in net sales was primarily attributable to  increased productivity
of the Company's outbound telemarketing group, continued growth in average order
size, and growth in the Company's Internet sales. Outbound sales increased
$118.1 million, or 60.7%, to $312.7 million in the three months ended September
30, 2000 from $194.6 million in the three months ended September 30, 1999.
Outbound sales increased $353.2 million, or 75.1%, to $823.8 million for the
nine months ended September 30, 2000 from $470.6 million in the comparable
period in 1999. On-line Internet sales increased $14.0 million, or 94.0%, to
$28.9 million in the three months ended September 30, 2000 from $14.9 million in
the three months ended September 30, 1999. On-line Internet sales increased
$40.0 million, or 102.3%, to $79.1 million in the nine months ended September
30, 2000 from $39.1 million in the comparable period in 1999. Inbound sales
showed a decrease for all  periods presented. Inbound sales for the quarter
decreased $17.1 million, or 23.6%, to $55.5 million in the quarter ended
September 30, 2000 from $72.6 million in the comparable period in 1999; and
decreased $50.6 million or 22.1% to $178.6 million for the nine months ended
September 30, 2000 from $229.2 million in the comparable period in 1999. This
decrease in inbound sales was consistent with management's expectations to grow
the inbound business through the internet while focussing its sales force on
targeting outbound customers.

Sales of networking and communication products represented the Company's fastest
growing product category with 102.6% growth in net sales over the third quarter
of 1999. Management believes that this category will continue to grow
substantially as its customers further upgrade their network and communications
infrastructure. Sales of computer systems continue to be the largest product
category. Computer system/memory sales increased to 52.4% and 52.2% of net sales
for the three months and nine months ended September 30, 2000, respectively,
from 46.8% and 47.3% for the respective comparable periods in 1999.

Sales of computer systems result in a relatively high dollar sales order, as
reflected in the increase in the Company's average order size from $848 in the
quarter ended September 30, 1999 to $1,272 in the quarter ended September 30,
2000. Computer system sales generally provide the largest gross profit dollar
contribution per order of all of the Company's products, although they usually
yield the lowest gross margin percentage.

GROSS PROFIT increased $15.2 million, or 44.1%, to $49.7 million for the quarter
ended September 30, 2000 from $34.5 million for the comparable period in 1999.
Gross profit for the nine months ended September 30, 2000 increased $46.0
million, or 51.5%, to $135.3 million from $89.3 million for the comparable
period in 1999. Gross profit margin as a percentage of net sales increased to
12.5% in the third quarter of 2000 from 12.2% for the comparable period in 1999.
Gross profit margin as a percentage of net sales increased to 12.5% in the first
nine months of 2000 from 12.1% for the comparable period in 1999. The margin
improvement resulted from a continuing focus on solution sales to business,
government and educational customers, stable average selling prices, and the
impact of various profitability improvement programs. The Company's profit
margins are also influenced by, among other things, industry pricing and the
relative mix of inbound, outbound, and on-line Internet sales. Generally,
pricing in the computer and related products market is very aggressive and the
Company intends to maintain prices at competitive levels. Since outbound sales
are typically to corporate accounts that purchase at volume discounts, the gross
margin on such sales is generally lower than inbound sales. The gross profit
dollar contribution per outbound sale order is generally higher as average sizes
of orders to corporate accounts are usually larger. As stated in previous
reports, the Company expects that its gross margin, as a percentage of sales,
may vary by quarter based upon vendor support programs, product mix, pricing
strategies, market conditions and other factors.



                                      -12-
<PAGE>

                      PC CONNECTION, INC. AND SUBSIDIARIES
                         Part I - Financial Information
      ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS-CONTINUED


RESULTS OF OPERATIONS - GENERAL - CONT'D.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES increased $8.6 million, or 35.4%,
to $32.9 million for the quarter ended September 30, 2000 from $24.3 million for
the comparable quarter in 1999. Such expenses for the nine months ended
September 30, 2000 increased by $28.7 million, or 44.8%, to $92.8 million from
$64.1 million in the nine months ended September 30, 1999. The increase in
expenses was primarily attributable to increases in volume-sensitive costs such
as sales personnel, facility costs, depreciation, and costs associated with the
January 2000 acquisition of Merisel's Marlborough, MA call center. Such costs
remained a consistent percentage of net sales over the comparable periods
presented here.

INCOME FROM OPERATIONS increased $6.8 million, or 67.3%, to $16.9 million for
the quarter ended September 30, 2000, from $10.1 million for the comparable
period in 1999. Income from operations as a percentage of sales increased from
3.6% in the three months ended September 30, 1999 to 4.2% for the comparable
period in 2000 for the reasons discussed above. Similarly, income from
operations for the nine months ended September 30, 2000 increased $17.3 million,
or 68.7%, to $42.5 million from $25.2 million for the comparable period in 1999.
Income from operations as a percentage of sales increased from 3.4% for the nine
months ended September 30, 1999 to 3.9% for the comparable period in 2000,
primarily due to gross margin improvement and as the result of the leveraging of
selling, general and administrative expenses over a larger sales base.

INTEREST EXPENSE decreased $0.01 million, or 2.2%, to $0.44 million for the
quarter ended September 30, 2000 from $0.45 million, for the comparable quarter
in 1999. Interest expense for the nine months ended September 30, 2000,
increased $0.12 million, or 12.1%, to $1.11 million  from $0.99 million for the
comparable period in 1999. This increase in interest expense was primarily due
to debt associated with the June 1999 acquisition of Comteq Federal, Inc. Such
debt was not outstanding during the majority of the first nine months of fiscal
1999.

OTHER, NET, which is essentially comprised of interest income increased $0.09
million, or 300.0%, to $0.12 million in the quarter ended September 30, 2000
from $0.03 million, for the comparable period in 1999. Similarly, other, net for
the nine months ended September 30, 2000 increased $0.32 million or 188.2%, to
$0.49 million from $0.17 million in the comparable 1999 period. This increase
was due primarily to higher interest income from investments.

INCOME TAXES for the quarter ended September 30, 2000 were $6.3 million compared
to $3.7 million for the comparable quarter in 1999. Income taxes for the nine
months ended September 30, 2000 were $15.9 million compared to $9.3 million for
the comparable period in 1999. The effective tax rate was 38% for all periods.

NET INCOME for the quarter ended September 30, 2000 increased $4.3 million, or
71.7%, to $10.3 million from $6.0 million for the comparable quarter in 1999,
principally as a result of the increases in operating income as described above.
Net income increased $10.9 million, or 72.2%, to $26.0 million for the nine
months ended September 30, 2000 from $15.1 million for the comparable period in
1999.



                                    -13-
<PAGE>

                      PC CONNECTION, INC. AND SUBSIDIARIES
                         Part I - Financial Information
      Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS-CONTINUED


LIQUIDITY AND CAPITAL RESOURCES

The Company has historically financed its operations and capital expenditures
through cash flow from operations and bank borrowings.  The Company believes
that funds generated from operations, together with available credit under its
bank line of credit, will be sufficient to finance its working capital and
capital expenditure requirements at least through 2000. The Company's ability to
continue funding its planned growth is dependent upon its ability to generate
sufficient cash flow from operations or to obtain additional funds through
equity or debt financing, or from other sources of financing, as may be
required.

At September 30, 2000, the Company had cash and cash equivalents of $12.7
million and working capital of $104.2 million. At December 31, 1999, the Company
had cash and cash equivalents of $20.4 million and working capital of $72.3
million.

The Company has an unsecured credit agreement with a bank providing for short-
term borrowings up to $50.0 million, which bears interest at various rates
ranging from the prime rate (9.50% at September 30, 2000) to prime less 1%,
depending on the ratio of senior debt to EBITDA (earnings before interest,
taxes, depreciation and amortization). The credit agreement includes various
customary financial and operating covenants, including restrictions on the
payment of dividends, none of which the Company believes significantly restricts
its operations.  Outstanding borrowings were $7.0 million at September 30, 2000.

Net cash used for operating activities was $7.8 million for the nine months
ended September 30, 2000, as compared to $7.9 million provided by operating
activities in the comparable period in 1999. The primary factors historically
affecting cash flows from operations are the Company's net income and changes in
the levels of accounts receivable, inventories and accounts payable.
Historically accounts receivable has increased primarily due to an increase in
open account purchases by commercial customers resulting from the Company's
continued efforts to increase its sales to such customers.

Capital expenditures were $8.1 million in the nine months ended September 30,
2000 as compared to $4.9 million in the comparable period in 1999. The majority
of the capital expenditures for the respective 2000 and 1999 periods relate to
computer hardware and software for the Company's information systems. Total
capital expenditures for the year ended December 31, 2000 are estimated to be
$11.0 million.


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," (SFAS 133)
adjusted to be effective for fiscal years beginning after June 15, 2000. SFAS
133 establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities. Under SFAS 133 certain contracts that were not formerly
considered derivatives may now meet the definition of a derivative. The Company
intends to adopt SFAS 133 effective January 1, 2001. Management does not expect
the adoption of SFAS 133 to have a significant impact on the financial position
or results of operations of the Company because the Company does not have
significant derivative activity.

In December, 1999 the Securities and Exchange Commission ("SEC") released Staff
Accounting Bulletin ("SAB") No. 101 "Revenue Recognition in Financial
Statements."  This SAB clarifies certain elements of revenue recognition. Since
December, the SEC has issued several amendments that have effectively postponed
the implementation date until the fourth quarter of fiscal 2000. Management
currently believes that the implementation of the SAB will not have a material
impact on the Company's financial statements.

In July, 2000 the Emerging Issues Task Force reached a consensus on Issue 00-10,
"Accounting for Shipping and Handling Fees and Costs".  The Consensus
specifically stated that all amounts billed to a customer in a sale transaction
related to shipping and handling, if any, represent revenues earned for the
goods provided and should be classified as revenue. It is currently the
Company's policy to record such revenues as a reduction of cost of goods sold.
Management is currently assessing the impact of Issue 00-10 on the financial
statements of the Company. The Company will adopt this Consensus in the fourth
quarter of fiscal 2000.


                                      -14-
<PAGE>

                      PC CONNECTION, INC. AND SUBSIDIARIES
                         Part I - Financial Information
      Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS-CONTINUED




INFLATION

The Company has historically offset any inflation in operating costs by a
combination of increased productivity and price increases, where appropriate.
The Company does not expect inflation to have a significant impact on its
business in the future.





                                      -15-
<PAGE>

                      PC CONNECTION, INC. AND SUBSIDIARIES
                         Part I - Financial Information
      Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




The Company invests cash balances in excess of operating requirements in short-
term securities, generally with maturities of 90 days or less. The Company
believes that the effect, if any, of reasonably possible near-term changes in
interest rates on the Company's financial position, results of operations and
cash flows should not be material.



                                      -16-
<PAGE>

                      PC CONNECTION, INC. AND SUBSIDIARIES
                          Part II - Other Information



ITEM 1 - LEGAL PROCEEDINGS

         Not applicable.

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

         Not applicable.

Item 3 - DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.

ITEM 5 - OTHER INFORMATION

         Not applicable.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS
          --------

       Exhibit
       Number        Description
       ------        -----------

       10.43 Amendment to Employment Agreement between the Registrant and Robert
             Wilkins dated December 23,1995.

       10.44 Lease between Merrimack Services Corporation and White Knight
             Realty Trust, dated October 19, 2000 for property located at 7
             Route 101A, Amherst, New Hampshire.

       15    Letter on unaudited interim financial information

       27    Financial Data Schedule

     (b)  REPORTS ON FORM 8-K
          -------------------

         None



                                      -17-
<PAGE>

                      PC CONNECTION, INC. AND SUBSIDIARIES
                               September 30, 2000


                                   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.


                              PC CONNECTION, INC. AND SUBSIDIARIES



November 14, 2000             By:   /s/   Wayne L. Wilson
                                   ---------------------------------
                                   Wayne L. Wilson
                                   President and Chief Operating Officer



November 14, 2000             By:   /s/   Mark A. Gavin
                                   ----------------------------------
                                   Mark A. Gavin
                                   Senior Vice President of Finance and Chief
                                   Financial Officer



                                      -18-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.43
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>MEMO
<TEXT>

<PAGE>
                                                                   EXHIBIT 10.43


                                  MEMORANDUM

To:    Robert Wilkins

From:  Patricia Gallup, Chairman and CEO

Date:  March 1, 1999

Re:    Amendment to Employment Agreement

This memo serves as an amendment to the agreement we entered into upon the
commencement of your employment with PC Connection, Inc. Should your employment
be terminated for any reason other than cause as defined in the original
agreement, you will receive one full year of base salary rather than six months
of base salary.

Bob, I believe you will find this change in line with the discussions we have
had regarding this issue.

Signed: /s/ Patricia Gallup
        -------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.44
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>LEASE
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.44


                                     LEASE

     This LEASE made October 19, 2000 by and between White Knight Realty Trust,
duly authorized under the laws of the Commonwealth of Massachusetts, with an
address of: c/o Prime Properties, Inc., P.O. Box 341, Chelmsford, MA 01824
(hereinafter "Landlord"), and Merrimack Services Corporation, a Delaware
corporation with offices at 730 Milford Road, Merrimack, New Hampshire 03054
(hereinafter "Tenant").

     WHEREAS, Landlord owns a certain building in Amherst, New Hampshire; and

     WHEREAS, Tenant desires to lease certain space in said building (the
"Premises"),

     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:

1. PREMISES. Landlord agrees to lease to Tenant the Premises, comprising an area
of 16,000 square feet, more or less, located at 7 Route 101A, Amherst, New
Hampshire. Tenant may sublease the Premises, or portions thereof, to its
affiliated corporations provided it remains liable to Landlord for the rent.

2. TERM. The term of this Lease shall be twelve (12) months, commencing upon
completion of the fix-up work (see Schedule "A") by Landlord and delivery of a
minimum of  12,000 square feet (floor 1, east and west and floor 2, east) of the
Premises to Tenant, which shall be evidenced in writing and be no later than
November 3, 2000. Delivery of the final 4,000 square feet (floor 2, west) shall
be no later than November 10, 2000, with all rent to be pro-rated according to
said delivery dates.

3. OPTION. Landlord hereby grants to Tenant two (2) additional one-year
extensions to this Lease, at Tenant's sole option. Tenant may exercise said
options by providing Landlord with written notice of its intent to exercise the
options no later than one hundred twenty (120) days before the termination of
the Lease or any subsequent extension. Notwithstanding the foregoing, Tenant
shall not have the option to extend said Lease if Tenant is in default of any
terms of said Lease.
<PAGE>

4. RENT.

     (a) Tenant shall pay rent to Landlord at a rate of $12.50 per square foot
per annum, or $200,000.00 per annum, paid in 12 equal monthly installments of
$16,666.66 on the 10th day of each month during term of this Lease.

     (b) During the first option term, if exercised, Tenant shall pay rent to
Landlord at a rate of $15.45 per square foot per annum, or $247,200.00 per
annum, paid in 12 equal monthly installments of $20,600.00 on the 10th day of
each month during term of this Lease.

     (c) During the second option term, if exercised, Tenant shall pay rent to
Landlord at a rate of $15.90 per square foot per annum, or 254,400.00 per annum,
paid in 12 equal monthly installments of $21,200.00 on the 10th day of each
month during term of this Lease.

     (d) If any installment of rent is not paid in full within ten (10) days of
written notice of its due date, in addition to any other rights or remedies of
the Landlord arising by reason of such default, there shall be paid to Landlord
by Tenant, upon demand, a sum equal to ten percent (10%) of the unpaid portion
of such installment as a penalty charge for late payment.

5. DEPOSIT. A deposit consisting of an amount equal to two (2) month's rent
shall be paid commensurate with the payment of the first monthly rental payment.
An amount equal to one month's rent shall be held by Landlord as security, and
shall be returned to Tenant at the end of the term subject to all terms and
conditions of this lease are met. An amount equal to one month's rent shall be
applied towards the last month's rent, with any balance due hereunder, payable
immediately by Tenant to Landlord.

6. OPERATIONS.  The parties agree that each shall furnish and pay for the cost
of operations as indicated below:

                                                             To be furnished by:

(a) Utilities (electricity, heat, water, sewer, phone).      Tenant

(b) Trash removal.                                           Tenant

(c) Replacement of bulbs and fluorescent tubes.              Tenant

(d) Exterior window washing (annually).                      Landlord

(e) Replacement of broken glass.                             Landlord

(f) Janitorial and cleaning services.                        Tenant

(g) All maintenance and repairs to the Premises including
    HVAC and elevator (except as in "h").                    Landlord

(h) HVAC maintenance, limited to filter changes,
    cleaning and lubrication of units.                       Tenant

                                       2
<PAGE>

(i) Common area costs, including clearing and removal
    of ice and snow from walkways, parking lot area and
    roof when necessary for safety, sanding, and grounds
    maintenance.                                             Landlord

(j) Structural integrity of the roof and buildings and
    replacement of any part of the HVAC system when
    necessary.                                               Landlord

(k) Parking lot maintenance, including asphalt sealing and
    repair and re-striping.                                  Landlord

(l) Maintenance and repair of fuel storage tanks including
    any underground fuel storage tanks.                      Landlord

7.  INSURANCE.

    (a) Landlord shall maintain all-risk property insurance on the Premises in
at least the amount of the replacement value of the Premises. Landlord shall
also maintain combined bodily injury and property damage insurance on said
property in an amount not less than Five Hundred Thousand Dollars ($500,000.00)
and One Million Dollars ($1,000,000.00) in aggregate. Insurance policies shall
be issued by financially responsible insurers authorized to do business in the
State of New Hampshire.

    (b) Tenant shall maintain liability insurance on its business and operations
on the Premises, in an amount of not less than Five Hundred Thousand Dollars
($500,000.00) per incident and One Million Dollars ($1,000,000.00) in aggregate.
lnsurance policies shall be issued by financially responsible insurers
authorized to do business in the State of New Hampshire.

    (c) Each party shall provide the other party of evidence of insurance upon
execution of this Lease and thereafter upon request.

8. TAX. Landlord shall pay all real estate taxes when due. In the event Landlord
fails to pay any such tax or related charges when due, Tenant shall have the
option to pay such tax and related charges and deduct said amounts from its rent
payments.

9. LANDLORD'S REMEDIES. Landlord may deem Tenant to be in breach of this Lease
following any of the following events, upon written notice to Landlord:

                                       3
<PAGE>

     (a) If Tenant fails to pay rent or other charges and assessments when due
and payable under this Lease within ten (10) days following written notice of
failure to pay;

     (b) If Tenant fails to commence to cure any other violation of its
covenants within twenty (20) days following written notice thereof or, having
commenced to cure, fails to conclude such cure with reasonable diligence; and

     (c) Upon the adjudication of Tenant as a bankrupt or the appointment of a
receiver of its property.

     (d) In the event of Tenant's default of its obligations under this Lease,
Landlord shall be entitled to recoup its costs of collection, including
reasonable attorneys' fees.

10. UNTENANTABILITY. If the Premises, or any portion thereof, are made
untenanable by fire, the elements, or other casualty, rent for the leased
Premises, or affected portion thereof, shall abate from the date of such
casualty until its restoration to tenantability. Landlord shall restore the
Premises with all reasonable speed and, if Landlord does not restore the
Premises or the affected portion thereof to tenantability within one hundred
twenty (120) days, Tenant may terminate this Lease. If the Premises are more
than fifty percent (50%) destroyed by such casualty, either Landlord or Tenant
may terminate this Lease unless Landlord is able to rebuild and restore the
premises within one hundred twenty (120) days of such casualty. Rent shall abate
during such period of untenantability.

11. INSPECTION. Landlord shall have the right upon reasonable notice to enter
the premises during normal business hours for reasonable inspections and, in
addition, shall have the right to show the Premises to prospective tenants
during the last 120 days of the term, provided the Landlord and its guests are
accompanied by Tenant.

12. LANDLORD'S IMPROVEMENTS.

    (a) Landlord shall have the right at its own expense to re-landscape and
make cosmetic changes to the exterior of the building during the term of the
Lease. Any such work will be coordinated with Tenant so that business operations
of the Tenant will not be disturbed and security of the facility is not
compromised.

    (b) Landlord may at its own expense place a "for lease" sign on the property
if the Tenant does not exercise the option to extend this Lease.

                                       4
<PAGE>

    (c) Upon execution of this Lease, and receipt of $20,000.00, Landlord shall
promptly perform the fix-up work set forth in detail on the attached Schedule
"A." Upon completion of said fix-up work, Tenant shall pay to Landlord the sum
of $22,500 as advance additional rent.

13. SIGNS. Landlord must approve in advance of installation any signs, lettering
or plaques that Tenant desires to affix to the building, doors, windows, or any
exterior part of the Premises. Such approval shall not be unreasonably withheld.
Notwithstanding the foregoing, Tenant may illuminate and replace the face of the
existing pylon sign with new graphics and lettering consistent with Tenant's
business needs. Tenant shall return existing pylon sign to its original
condition at commencement of Lease, upon vacating leased premises.

14. TENANT'S ALTERATIONS AND IMPROVEMENTS. Except for the fix-up work described
herein, Tenant shall not make any alterations or improvements to the Premises
without the prior written consent of Landlord, which consent shall not be
unreasonably withheld.

15. PARKING.

    (a) Landlord shall provide on the Premises eighty-seven (87) parking spaces
for Tenant and its employees and guests.

    (b) Landlord shall use best and reasonable efforts to secure additional
parking to accommodate a total of 93 vehicles, via supplemental striping of
existing lot and via continued negotiation/agreement with abutting properties.

16. EFFECT OF TERMINATION. Upon termination of this Lease, or any extension
thereof, any and all improvements, alterations or modifications that are affixed
to the real estate, and normally considered to be part of the real estate, shall
become the property of the Landlord. This includes, but is not limited to,
ceilings, flooring, carpeting, shelving (which is affixed to the real estate),
partitions, walls, wall coverings and the like. Upon termination of this Lease,
Tenant may remove its own personal property not considered fixtures, such as
Venetian blinds, curtains, office equipment, business machines, trade fixtures,
signs and the like.

                                       5
<PAGE>

17. CONDEMNATION. If the leased Premises, or any significant portion thereof,
are taken by eminent domain, or condemned for public use, this Lease may be
terminated upon written notice by either Landlord or Tenant, and any and all
awards for such taking shall be the exclusive property of the Landlord;
provided, however, that nothing contained herein shall be construed to preclude
Tenant from prosecuting any claim directly against the condemning authority in
such condemnation proceedings for loss of business or depreciation or, damage
to, or cost of removal of, or the value of stock and other personal property
belonging to the Tenant; provided, however, that no such claim shall diminish or
otherwise adversely affect Landlord's award or the award of any mortgagee.

18. SUCCESSORS AND ASSIGNS. This Lease is binding on the parties hereto and
their respective heirs, executors, administrators, successors and assigns. This
Lease may be assigned by Tenant to its parent, subsidiary, or sister
corporations, provided that Tenant shall remain obligated to make all payments
required hereunder.

19. ENTIRE AGREEMENT. This Lease embodies the entire agreement between the
parties, and there are no promises, terms, conditions or obligations referring
to the subject matter herein other than those contained herein. There may be no
modification of this Lease except in writing, executed by both Landlord and
Tenant with the same formalities as this Lease.

20. GOVERNING LAW. This Lease shall be construed under the laws of the State of
New Hampshire.

Agreed:

White Knight Realty Trust                        Merrimack Services Corporation


By:                                              By: /s/ Wayne L. Wilson
   -------------------------------                  ----------------------------

/s/ Leo Forcier                                  10/19/00
----------------------------------               -------------------------------
Leo Forcier, Trustee                             Wayne Wilson, President -
                                                 duly authorized

                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-15
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>LETTER ON UNAUDITED INTERIM FINANCIAL INFORMATION
<TEXT>

<PAGE>

                                                                      Exhibit 15
October 17, 2000

PC Connection Inc. and Subsidiaries
Merrimack, New Hampshire

We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of PC Connection, Inc. and subsidiaries for the periods ended
September 30, 2000 and 1999, as indicated in our report dated October 17, 2000;
because we did not perform an audit, we expressed no opinion on that
information.

We are aware that our report referred to above, which were included in your
Quarterly Report on Form 10-Q for the quarter ended September 30, is
incorporated by reference in Registration Statements Nos. 333-69981, 333-50847,
333-50845, 333-83943 and 333-40172 of PC Connection, Inc. on Form S-8.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.

DELOITTE & TOUCHE LLP
Boston, Massachusetts









































</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 10Q -
09/30/2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               SEP-30-2000
<CASH>                                          12,729
<SECURITIES>                                         0
<RECEIVABLES>                                  175,717
<ALLOWANCES>                                     9,207
<INVENTORY>                                     83,073
<CURRENT-ASSETS>                               270,755
<PP&E>                                          54,192
<DEPRECIATION>                                  26,533
<TOTAL-ASSETS>                                 308,572
<CURRENT-LIABILITIES>                          166,526
<BONDS>                                          7,832
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           244
<OTHER-SE>                                     132,485
<TOTAL-LIABILITY-AND-EQUITY>                   308,572
<SALES>                                      1,081,457
<TOTAL-REVENUES>                             1,081,457
<CGS>                                          946,152
<TOTAL-COSTS>                                  946,152
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 7,152
<INTEREST-EXPENSE>                               1,114
<INCOME-PRETAX>                                 41,899
<INCOME-TAX>                                    15,924
<INCOME-CONTINUING>                             25,975
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    25,975
<EPS-BASIC>                                       1.08
<EPS-DILUTED>                                     1.02



</TABLE>
</TEXT>
</DOCUMENT>
</SUBMISSION>
