<SUBMISSION>
<ACCESSION-NUMBER>0000927016-02-002948
<TYPE>DEF 14A
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20020618
<FILING-DATE>20020517
<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>DEF 14A
<ACT>34
<FILE-NUMBER>000-23827
<FILM-NUMBER>02656037
</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>DEF 14A
<SEQUENCE>1
<FILENAME>ddef14a.txt
<DESCRIPTION>DEF 14A
<TEXT>
<PAGE>
===============================================================================
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                 SCHEDULE 14A
          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.  )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_]  Preliminary Proxy Statement
[_]  CONFIDENTIAL, FOR USE OF THE
     COMMISSION ONLY (AS PERMITTED BY
     RULE 14A-6(E)(2))
[X]  Definitive Proxy Statement
[_]  Definitive Additional Materials
[_]  Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

                                 PC Connections
--------------------------------------------------------------------------------
               (Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]  No fee required.
[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
     (1) Title of each class of securities to which transaction applies:
     -------------------------------------------------------------------------
     (2) Aggregate number of securities to which transaction applies:
     -------------------------------------------------------------------------
     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which
         the filing fee is calculated and state how it was determined):
     -------------------------------------------------------------------------
     (4) Proposed maximum aggregate value of transaction:
     -------------------------------------------------------------------------
     (5) Total fee paid:
     -------------------------------------------------------------------------
[_]  Fee paid previously with preliminary materials.
[_]  Check box if any part of the fee is offset as provided by Exchange
     Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
     was paid previously. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.
     (1) Amount Previously Paid:
     -------------------------------------------------------------------------
     (2) Form, Schedule or Registration Statement No.:
     -------------------------------------------------------------------------
     (3) Filing Party:
     -------------------------------------------------------------------------
     (4) Date Filed:
     -------------------------------------------------------------------------
Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)

<PAGE>

                              PC CONNECTION, INC.
                               730 Milford Road
                        Merrimack, New Hampshire 03054
                                (603) 423-2000

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

                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                           To Be Held June 18, 2002

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

   The 2002 Annual Meeting of Stockholders of PC Connection, Inc., a Delaware
corporation (the "Company"), will be held at the Crowne Plaza Hotel, 2 Somerset
Parkway (Exit 8 off the Everett Turnpike), Nashua, New Hampshire on Tuesday,
June 18, 2002 at 10:00 a.m., local time, to consider and act upon the following
matters:

       1. To elect six directors to serve until the 2003 Annual Meeting of
          Stockholders;

       2. To amend the Company's Employee Stock Purchase Plan (the "ESPP") to
          increase the number of shares of Common Stock that may be issued
          thereunder from 337,500 to 537,500 shares;

       3. To ratify the selection of Deloitte & Touche LLP as the Company's
          independent auditors for the current year; and

       4. To transact such other business as may properly come before the
          meeting or any adjournment thereof.

   Stockholders of record at the close of business on May 15, 2002 are entitled
to notice of and to vote at the meeting and at any adjournments thereof. All
stockholders are cordially invited to attend the meeting.

                                          By Order of the Board of Directors,

                                          /s/ Steven Markiewicz
                                          Steven Markiewicz, Secretary

Merrimack, New Hampshire
May 17, 2002

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ASSURE REPRESENTATION OF YOUR SHARES AT THE MEETING. NO POSTAGE NEED BE AFFIXED
IF THE PROXY IS MAILED IN THE UNITED STATES.

<PAGE>

                              PC CONNECTION, INC.
                               730 Milford Road
                        Merrimack, New Hampshire 03054

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

          PROXY STATEMENT FOR THE 2002 ANNUAL MEETING OF STOCKHOLDERS

                          To Be Held On June 18, 2002

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

   This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of PC Connection, Inc., a Delaware
corporation (the "Company"), for the 2002 Annual Meeting of Stockholders of the
Company to be held on Tuesday, June 18, 2002 at 10:00 a.m. local time, at the
Crowne Plaza Hotel, 2 Somerset Parkway (Exit 8 off the Everett Turnpike),
Nashua, New Hampshire (the "Annual Meeting") and at any adjournments of the
Annual Meeting. All proxies will be voted in accordance with the stockholders'
instructions. If no choice is specified, the proxies will be voted in favor of
the matters set forth in the accompanying Notice of Meeting. Any proxy may be
revoked by a stockholder at any time before its exercise by delivery of a
written revocation or a subsequently dated proxy to the Secretary of the
Company or by voting in person at the Annual Meeting.

   The Notice of Meeting, this Proxy Statement, the enclosed proxy, the
Company's Annual Report on Form 10-K for the year ended December 31, 2001 and
Amendment No. 1 to the Company's Annual Report on Form 10-K/A for the year
ended December 31, 2001, as filed with the Securities and Exchange Commission
(the "SEC"), and the Company's Annual Report to Stockholders for the year ended
December 31, 2001 are being mailed to stockholders on or about May 20, 2002.

Voting Securities and Votes Required

   On May 15, 2002, the record date for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting, there were outstanding
and entitled to vote an aggregate of 24,559,895 shares of Common Stock of the
Company, $.01 par value per share (the "Common Stock"). Stockholders are
entitled to one vote per share. The stock record books of the Company will
remain open for inspection by stockholders of record for ten days prior to the
Annual Meeting at the offices of the Company at the above address and at the
time and place of the Annual Meeting.

   The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting shall
be necessary to constitute a quorum for the transaction of business.
Abstentions and broker non-votes will be considered as present for purposes of
determining whether a quorum is present.

   The affirmative vote of the holders of a plurality of the votes cast by the
stockholders entitled to vote at the Annual Meeting is required for the
election of directors. The affirmative vote of the holders of a majority of the
shares of Common Stock present or represented by proxy and voting at the Annual
Meeting is required for the approval of the amendment to the Company's Employee
Stock Purchase Plan (the "ESPP") and the ratification of the selection of
Deloitte & Touche, LLP as the Company's independent auditors.

   Shares that abstain from voting in a particular matter, and shares held in
"street name" by brokers of nominees who indicate on their proxies that they do
not have discretionary authority to vote such shares as to a particular matter,
will not be counted as votes in favor of such matter and will also not be
counted as votes cast or shares voting on such matter. Abstentions and "broker
non-votes" will have no effect on the voting on matters, such as the ones
presented for stockholder approval at this Annual Meeting, that require the
affirmative vote of a certain percentage of the shares voting on the matter.

                                      1

<PAGE>

Security Ownership of Certain Beneficial Owners and Management

   The following table sets forth information, as of April 22, 2002, regarding
the beneficial ownership of the Company's Common Stock by: (i) persons known by
the Company to own more than 5% of the outstanding shares of Common Stock; (ii)
each of the directors of the Company; (iii) each of the executive officers of
the Company named in the Summary Compensation Table under the heading
"Executive Compensation" below; and (iv) all directors and executive officers
of the Company as a group.

<TABLE>
<CAPTION>
                                                                       Shares of
                                                                      Common Stock       Common Stock
Name                                                             Beneficially Owned(1 ) Outstanding(2)
----                                                             ---------------------- --------------
<S>                                                              <C>                    <C>
Patricia Gallup.................................................        8,714,094/(3)/       35.5%
David Hall......................................................        8,669,094/(4)/       35.3%
Wayne Wilson....................................................          556,596/(5)/        2.2%
Robert Wilkins..................................................          358,518/(6)/        1.4%
David Beffa-Negrini.............................................          299,617/(7)/        1.2%
Mark Gavin......................................................          154,863/(8)/          *
Martin Murrer...................................................           74,000/(9)/          *
Peter Baxter....................................................           25,000/(10)/         *
Bradley Mousseau................................................           18,213/(11)/         *
Joseph Baute....................................................            3,500               *
Bruce Barone....................................................               --              --
Kenneth Koppel..................................................               --              --
John Bomba, Jr..................................................               --              --
All directors and executive officers as a group (13 individuals)       18,873,495/(12)/      73.2%
</TABLE>
--------
*  Less than 1% of the total number of outstanding shares of Common Stock of
   the Company on April 22, 2002.

(1) The number of shares beneficially owned by each director or executive
    officer is determined under rules promulgated by the SEC, and the
    information is not necessarily indicative of beneficial ownership for any
    other purpose. Under such rules, beneficial ownership includes any shares
    as to which the individual has the sole or shared voting power or
    investment power and also any shares which the individual has the right to
    acquire within 60 days of April 22, 2002 through the exercise of any stock
    option or other right. Unless otherwise indicated, each person has sole
    investment and voting power (or shares such power with his or her spouse)
    with respect to the shares set forth in the following table. The inclusion
    herein of any shares deemed beneficially owned does not constitute an
    admission of beneficial ownership of such shares.

(2) The number of shares of Common Stock deemed outstanding for purposes of
    determining such percentages include 24,555,145 shares outstanding as of
    April 22, 2002 and any shares subject to issuance upon exercise of options
    or other rights held by the person in question that were exercisable on or
    within 60 days after April 22, 2002.

(3) Includes 8,169,094 shares of Common Stock held of record by the 1998 PC
    Connection Voting Trust and 15,000 shares held by Ms. Gallup's spouse, as
    to which Ms. Gallup disclaims beneficial ownership.

(4) Includes 8,169,094 shares of Common Stock held of record by the 1998 PC
    Connection Voting Trust.

(5) Includes 455,096 shares of Common Stock issuable upon exercise of
    outstanding stock options which Mr. Wilson has the right to acquire within
    60 days after April 22, 2002.

(6) Includes 326,069 shares of Common Stock issuable upon exercise of
    outstanding stock options which Mr. Wilkins has the right to acquire within
    60 days after April 22, 2002 and 300 shares held of record by Mr. Wilkins'
    children, as to which Mr. Wilkins disclaims beneficial ownership.

(7) Includes 285,837 shares of Common Stock issuable upon exercise of
    outstanding stock options which Mr. Beffa-Negrini has the right to acquire
    within 60 days after April 22, 2002.

(8) Includes 48,750 shares of Common Stock issuable upon exercise of
    outstanding stock options which Mr. Gavin has the right to acquire within
    60 days after April 22, 2002.

                                      2

<PAGE>

 (9) Consists of 74,000 shares of Common Stock issuable upon exercise of
     outstanding stock options which Mr. Murrer has the right to acquire within
     60 days after April 22, 2002.

(10) Consists of 15,000 shares of Common Stock issuable upon exercise of
     outstanding stock options which Mr. Baxter has the right to acquire within
     60 days after April 22, 2002, and 10,000 shares jointly owned by Mr.
     Baxter and his spouse.

(11) Includes 17,813 shares of Common Stock issuable upon exercise of
     outstanding stock options which Mr. Mousseau has the right to acquire
     within 60 days after April 22, 2002.

(12) Includes an aggregate of 1,222,565 shares of Common Stock issuable to the
     directors and executive officers upon exercise of outstanding stock
     options which they have the right to acquire within 60 days after April
     22, 2002.

                             ELECTION OF DIRECTORS

   Directors are to be elected at the Annual Meeting. The Board of Directors is
currently fixed at six members. The Company's Bylaws provide that the directors
of the Company will be elected at each annual meeting of the Company's
stockholders to serve until the next annual meeting of stockholders or until
their successors are duly elected and qualified. Mr. Murrer will not stand for
re-election at the Annual Meeting. Mr. Barone is nominated for election at the
Annual Meeting.

   The persons named in the enclosed proxy (Patricia Gallup and David Hall)
will vote to elect the six nominees named below as directors of the Company
unless authority to vote for the election of any or all of the nominees is
withheld by marking the proxy to that effect. Each nominee, other than Mr.
Barone, is presently serving as a director and each nominee has consented to
being named in this Proxy Statement and to serve if elected. If for any reason
any nominee should be unable to serve, the person acting under the proxy may
vote the proxy for the election of a substitute nominee designated by the Board
of Directors. It is not presently expected that any of the nominees will be
unavailable to serve, if elected.

   The Board of Directors recommends a vote "FOR" the election of the nominees
described below.

   Set forth below are the name, age and length of service as a director for
each nominee of the Board of Directors and the positions and offices held by
him or her, his or her principal occupation and business experience during the
past five years and the names of other publicly-held companies of which he or
she serves as a director. Information with respect to the number of shares of
Common Stock beneficially owned by each director or nominee, directly or
indirectly, as of April 22, 2002, appears under "Security Ownership of Certain
Beneficial Owners and Management."

                Nominees for Election to the Board of Directors

   Patricia Gallup, age 48, has served on the Company's Board of Directors
since September 1983. Ms. Gallup is a co-founder of the Company and has served
as Chairman since June 2001. From January 1998 to June 2001, Ms. Gallup served
as Chairman and Chief Executive Officer of the Company. From September 1995 to
January 1998, she served as the Chairman, President and Chief Executive Officer
of the Company. From September 1994 to September 1995, she served as Chairman
and Chief Executive Officer of the Company. From August 1990 to September 1994,
Ms. Gallup served as the Company's President and Chief Executive Officer.

   David Hall, age 53, has served on the Company's Board of Directors since
September 1983. Mr. Hall is a co-founder of the Company and has served as Vice
Chairman of the Board since November 1997. From June 1997 to November 1997, he
served as the Vice Chairman of the Board, Executive Vice President and
Treasurer of the Company. From February 1995 to June 1997, Mr. Hall served as
the Company's Vice Chairman of the

                                      3

<PAGE>

Board and Executive Vice President. From March 1991 to February 1995, he served
as the Executive Vice President of the Company.

   Bruce Barone, age 53, is being nominated for election. Mr. Barone has worked
as an independent consultant since December 1998. From December 1995 to
December 1998, he was President and Chief Executive Officer of Overseas
Partners Ltd. and Subsidiaries, a reinsurance and real-estate investment
company. He also served on that company's Board of Directors. From September
1977 through December 1995, Mr. Barone was employed by United Parcel Service
(UPS), in a variety of positions, including Vice President of Finance and Vice
President of Financial Planning. He also served as a member of both the UPS
Finance and UPS Marketing committees.

   David Beffa-Negrini, age 48, has served on the Company's Board of Directors
since September 1994 and as the Vice President of Corporate Communications
since June 2000. From January 1998 to June 2000, Mr. Beffa-Negrini served as
the Vice President of Media Development and from January 1992 to January 1998,
he served as the Company's Director of Merchandising.

   Peter Baxter, age 50, has served on the Company's Board of Directors since
September 1997. Mr. Baxter was the Vice-Chairman and Chief Operating Officer of
People's Heritage Financial Group, a bank holding company, from April 1998 to
March 1999. Mr. Baxter also served as President, Chief Executive Officer and a
director of CFX Corporation, a bank holding company, from January 1989 to April
1998.

   Joseph Baute, age 74, has served on the Company's Board of Directors since
June 2001. From 1979 to 1993, Mr. Baute served as Chairman and Chief Executive
Officer of Markem Corporation, an industrial marking and coding systems
provider. Mr. Baute has served on a number of Boards including Houghton-Mifflin
Company and the Federal Reserve Bank of Boston, where he was Chairman, and is
currently on the Board of Directors of State Street Bank Europe.

Board and Committee Meetings

   The Board of Directors has an Audit Committee, which assists the Board in
fulfilling its responsibilities to stockholders concerning the Company's
financial reporting and internal controls, and facilitates open communication
among the Audit Committee, Board of Directors, outside auditors and management.
The Audit Committee discusses with management and the outside auditors the
financial information developed by the Company, the Company's systems of
internal controls and the Company's audit process. The Audit Committee
recommends to the Board each fiscal year the independent auditors who will
audit the financial statements of the Company for that year. The independent
auditors meet with the Audit Committee (both with and without the presence of
the Company's management) to review and discuss various matters pertaining to
the audit, including the Company's financial statements, the report of the
independent auditors on the results, scope and terms of their work, and their
recommendations concerning the financial practices, controls, procedures and
policies employed by the Company. For the year ended December 31, 2001 and
until the Annual Meeting, the Audit Committee consisted and will consist of
Messrs. Baute, Baxter and Murrer, each of whom are "independent" as defined
under Rule 4200 of the National Association of Securities Dealers' listing
standards. The Audit Committee met four times during fiscal 2001. Immediately
following the Annual Meeting, the Audit Committee shall consist of Messrs.
Barone, Baute and Baxter, each of whom are "independent" as defined under Rule
4200 of the National Association of Securities Dealers' listing standards.

   The Company also has a standing Compensation Committee of the Board of
Directors, that administers the Company's stock incentive plan, determines the
Chairman's and the Chief Executive Officer's salaries and incentive
compensation and determines the compensation of other executive officers.

   The Compensation Committee met once during 2001. The members of the
Compensation Committee for the year ended December 2001 and until the Annual
Meeting are Messrs. Baute, Baxter and Murrer. See "Report of

                                      4

<PAGE>

the Compensation Committee." Immediately following the Annual Meeting, the
Compensation Committee shall consist of Messrs. Barone, Baute and Baxter.

   The Company does not have a nominating committee or a committee serving a
similar function. Nominations are made by and through the full Board of
Directors.

   The Board of Directors held eleven meetings during fiscal 2001. Each
director attended at least 75% of the meetings of the Board of Directors and
all committees of the Board on which he or she served.

Directors' Compensation

   Messrs. Beffa-Negrini, Murrer, Baxter, and Baute each receive a $15,000
annual retainer and fees of $1,000 for each Board meeting attended and $500 for
each Board committee meeting attended on a day other than the day of the Board
meeting, as well as reimbursement for all reasonable expenses incurred in
attending Board and committee meetings. Mr. Barone is being nominated for
election as a director at the Annual Meeting and therefore did not receive any
compensation as a director, whether in cash or otherwise, in 2001.

   Mr. Hall received $1,000 for each Board meeting he attended since August
2001.

   Messrs. Beffa-Negrini, Murrer, Baxter, and Baute are also eligible to
participate in the Company's 1997 Stock Incentive Plan. Mr. Barone will also be
eligible to participate in the Company's 1997 Stock Incentive Plan.

   The following table describes the cash payment and options granted under the
1997 Stock Incentive Plan to Directors during 2001.

<TABLE>
<CAPTION>
                             Cash Payment for   Shares Underlying Option
       Director            Board and Committees  Grants under 1997 Plan
       --------            -------------------- ------------------------
       <S>                 <C>                  <C>
       David Beffa-Negrini       $24,000                 2,500
       Martin Murrer......       $24,000                    --
       Peter Baxter.......       $24,000                    --
       Joseph Baute.......       $12,750                 2,000
       David Hall.........       $ 3,000                    --
</TABLE>

Certain Transactions

   The Company currently has leases for a facility in Marlow, New Hampshire and
two facilities in Keene, New Hampshire with Gallup & Hall ("G&H"), a
partnership owned solely by Patricia Gallup and David Hall, the Company's
principal stockholders. The lease for one of the Keene, New Hampshire
facilities expires in July 2008 and requires annual rental payments of $127,500
(subject to annual adjustment for changes in the consumer price index). The
lease for the Marlow, New Hampshire facility expires in May 2007 and requires
annual rental payments of $6,000. The second facility in Keene, New Hampshire
was leased under an agreement requiring annual rental payments of $45,000. This
lease expired in April 2002 and was renewed on a month-to-month basis requiring
monthly rental payments of $1,344. These leases also obligate the Company to
pay certain real estate taxes and insurance premiums on the premises. Rent
expense under all such leases aggregated $178,500 for the year ended December
31, 2001.

   In November 1997, the Company entered into a fifteen-year lease for a new
114,000 square foot corporate headquarters in Merrimack, New Hampshire with G&H
Post, L.L.C., an entity owned solely by Patricia Gallup and David Hall. The
Company began occupying the new facility upon completion of construction in
late November 1998, and lease payments began in December 1998. Annual lease
payments under the terms of the lease are $911,400 for the first five years of
the lease, increasing to $1,025,350 for years six through ten and to $1,139,400
for years 11 through 15. The lease requires the Company to pay its
proportionate share of real estate taxes and common area maintenance charges as
additional rent and also to pay insurance premiums for the leased property. The
Company has the option to renew the lease for two additional terms of five
years.

                                      5

<PAGE>

   During 2001 the Company provided various facilities management, maintenance,
financial, tax and legal services to certain affiliates in connection with the
operation of facilities leased by the Company from those affiliates. The
Company was reimbursed $73,932 by G&H Post, L.L.C. and $73,932 by G&H during
2001 for those services.

  Voting Trust

   In connection with the Company's initial public offering in March 1998,
Patricia Gallup and David Hall placed substantially all of the shares of Common
Stock that they beneficially owned immediately prior to the public offering
into a Voting Trust (the "Voting Trust") of which they serve as co-trustees.
The terms of the Voting Trust require that both Ms. Gallup and Mr. Hall, as
co-trustees, must agree as to the manner of voting the shares of Common Stock
of the Company held by the Voting Trust in order for the shares to be voted. In
the event the co-trustees are deadlocked with respect to the election of
directors at a meeting of stockholders, the Board of Directors may require the
co-trustees to execute and deliver to the Secretary of the Company a proxy
representing all shares issued and outstanding in the name of the Voting Trust
and entitled to vote in the election of directors. Such proxy shall confer upon
the proxyholder authority to attend the meeting for purposes of establishing a
quorum and to vote for the directors nominated by the Board of Directors,
provided that such nominees are incumbent directors elected with the consent of
the co-trustees. Each of Ms. Gallup and Mr. Hall may transfer shares of Common
Stock for value to unaffiliated third parties. Any shares so transferred will
no longer be subject to the Voting Trust and an equal number of the
non-transferring co-trustee's shares will be released from the Voting Trust.
Transfers by either of Ms. Gallup or Mr. Hall in excess of 75,000 shares in any
90-day period, or that would decrease the shares held by the Voting Trust to
less than a majority of the outstanding shares, will be subject to a right of
first refusal to the other. The Voting Trust will terminate when it holds less
than 10% of the outstanding shares of Common Stock of the Company or at the
death of both co-trustees. In addition, in the event of the death or incapacity
of either co-trustee, or when either of Ms. Gallup or Mr. Hall holds less than
25% of the beneficial interest held by the other in the Voting Trust, the other
will become the sole trustee of the Voting Trust with the right to vote all the
shares held by the Voting Trust.

                                      6

<PAGE>

Executive Compensation

   Summary Compensation Table.  The following table sets forth certain
compensation information for the years ended December 31, 2001, 2000 and 1999
for all persons who served as Chief Executive Officer of the Company during
2001 and the four other most highly compensated executive officers of the
Company who were serving as executive officers on December 31, 2001 and one
other executive officer of the Company who ceased serving as an executive
officer during 2001 (collectively, the "Named Executive Officers"), as required
under applicable rules of the SEC.

                          Summary Compensation Table

<TABLE>
<CAPTION>
                                                                           Long-Term
                                             Annual Compensation Awards   Compensation
                                           ------------------------------ ------------ ------------
                                                             Other Annual  Securities   All Other
                                                     Bonus   Compensation  Underlying  Compensation
    Name and Principal Position       Year Salary($) ($)(1)     ($)(2)     Options(#)      ($)
    ---------------------------       ---- --------- ------- ------------ ------------ ------------
<S>                                   <C>  <C>       <C>     <C>          <C>          <C>
Patricia Gallup...................... 2001 $400,000       --      --             --       $1,194(5)
  Chairman(3)                         2000  400,000       --      --             --        3,435(6)
                                      1999  300,000       --      --             --        3,688(7)
Kenneth Koppel....................... 2001  220,673       --      --        400,000        1,786(5)
  Chief Executive Officer(4)          2000       --       --      --             --          -- (6)
                                      1999       --       --      --             --          -- (7)
Wayne Wilson......................... 2001  400,000       --      --         20,000        1,831(5)
  President and Chief Operating       2000  400,000  275,000      --         55,000        1,242(6)
  Officer                             1999  375,000  370,000      --         90,645        1,917(7)
Robert Wilkins....................... 2001  375,000       --      --         20,000          640(5)
  Executive Vice President            2000  375,000  250,000      --         55,000        3,111(6)
                                      1999  325,000  333,000      --         60,000        2,172(7)
Mark Gavin........................... 2001  210,000       --      --         15,000        2,943(5)
  Senior Vice President of Finance    2000  210,000  100,000      --         30,000        2,218(6)
  and Chief Financial Officer         1999  180,000   86,000      --         45,000        2,611(7)
John Bomba, Jr. (8).................. 2001  108,750       --      --          7,500        2,172(5)
  Former Vice President of            2000  195,000   50,000      --         18,750        3,388(6)
  Information Services and Chief      1999  180,000   86,000      --         11,250        3,424(7)
  Information Officer
Bradley Mousseau..................... 2001  140,000       --      --          7,500        3,061(5)
  Vice President of Human Resources   2000  132,441   45,000      --         33,750        1,273(6)
                                      1999       --       --      --             --           --
</TABLE>
--------
(1) Bonuses indicated as earned in any fiscal year were generally paid during
    the year or in the first quarter of the following fiscal year.

(2) In accordance with the rules of the SEC, perquisites and other personal
    benefits have been omitted in those instances where the aggregate amount of
    such perquisites and other personal benefits constituted less than the
    lesser of $50,000 or 10% of the total amount of annual salary and bonus for
    the executive officer for the fiscal year indicated.

(3) Ms. Gallup also served as Chief Executive Officer until June 26, 2001.


                                      7

<PAGE>

(4) Mr. Koppel was appointed Chief Executive Officer effective June 26, 2001.

(5) Consists of: (a) the Company's contributions for Messrs. Gavin, Bomba and
    Mousseau under the Company's 401(k) Plan in the amount of $2,550, $1,631
    and $2,475, respectively; and (b) the taxable portion of group term life
    insurance premiums paid by the Company for Ms. Gallup, Messrs. Koppel,
    Wilson, Wilkins, Gavin, Bomba and Mousseau in the amounts of $1,194,
    $1,786, $1,831, $640, $393, $541 and $586, respectively.

(6) Consists of: (a) the Company's contributions for Ms. Gallup, Messrs.
    Wilkins, Gavin, Bomba and Mousseau under the Company's 401(k) Plan in the
    amount of $2,625, $2,625, $1,768, $2,625, and $752, respectively, and (b)
    the taxable portion of group term life insurance premiums paid by the
    Company for Ms. Gallup, Messrs. Wilson, Wilkins, Gavin, Bomba and Mousseau
    in the amounts of $810, $1,242, $486, $450, $763 and $521, respectively.

(7) Consists of: (a) the Company's contributions for Ms. Gallup, Messrs.
    Wilkins, Gavin and Bomba under the Company's 401(k) Plan in the amount of
    $2,500, $1,632, $2,275 and $2,500, respectively, and (b) the taxable
    portion of group term life insurance premiums paid by the Company for Ms.
    Gallup, Messrs. Wilson, Wilkins, Gavin and Bomba in the amounts of $1,188,
    $1,917, $540, $336 and $924, respectively.

(8) Mr. Bomba resigned in July 2001.

  Employment and Severance Agreements

   The Company is a party to employment agreements with certain of the Named
Executive Officers. Each employment agreement contains provisions for
establishing the annual base salary and bonus for each such executive officer.
Pursuant to the terms of the employment agreements, the annual base salaries
for Ms. Gallup, and Messrs. Koppel, Wilson and Wilkins as of the date of this
Proxy Statement are $430,000, $425,000, $400,000, and $375,000, respectively.
In addition, the Named Executive Officers are eligible to receive an annual
bonus based upon the achievement of individual and Company goals. The
employment agreements may be terminated by the Named Executive Officer or by
the Company. Under the terms of Messrs. Koppel's, Wilson's and Wilkins'
employment agreements, if the Company terminates such executive's employment
without cause (as defined therein), the Company is required to pay to such
executive severance payments at the executive's then applicable base salary
rate for a period of twelve months. Mr. Koppel's employment agreement includes
certain non-compete obligations which extend for three years after termination
of employment. Messrs. Wilson's and Wilkins' employment agreements include
certain non-compete obligations which extend for two years after termination of
employment.

   The Company has entered into letter agreements with Messrs. Gavin and
Mousseau, providing for severance payments for six months of their respective
annual base salary if the Company terminates their employment for any reason
other than for cause or for a change in control. In the event of termination
resulting from a change in control of the Company, such severance payments
would extend for a total of twelve months. Each of Mr. Gavin's and Mr.
Mousseau's letter agreements includes certain non-compete obligations which
extend for eighteen months after termination of employment.

   Mr. Bomba resigned his position with the Company in July 2001. As part of
Mr. Bomba's separation arrangement, the Company agreed to continue his base
salary and benefits for a period of twelve months following his resignation.
Mr. Bomba is also subject to certain non-compete obligations which extend for
eighteen months following the termination of his employment.

                                      8

<PAGE>

   Option Grant Table.  The following table sets forth certain information
regarding stock options granted during the year ended December 31, 2001 by the
Company to the Named Executive Officers:

                          Option Grants in Last Year

<TABLE>
<CAPTION>
                                                                  Potential Realizable Value at
                                                                     Assumed Annual Rates of
                                                                  Stock Price Appreciation for
                                Individual Grants                        Option Term(1)
                 ------------------------------------------------ -----------------------------
                               Percent of
                  Number of   Total Options
                 Securities    Granted to    Exercise
                 Underlying   Employees in      or
                   Options     Fiscal Year  Base Price Expiration
      Name       Granted (#)     (%)(2)     ($/Sh)(3)     Date        5%($)          10%($)
      ----       -----------  ------------- ---------- ----------   ----------     ----------
<S>              <C>          <C>           <C>        <C>        <C>            <C>
Patricia Gallup.        --          --            --          --          --             --
Kenneth Koppel..   400,000(4)     51.5%       $14.35    06/25/11  $3,609,855     $9,148,082
Wayne Wilson....    20,000(5)      2.6         10.81    03/16/11     136,005        344,663
Robert Wilkins..    20,000(5)      2.6         10.81    03/16/11     136,005        344,663
Mark Gavin......    15,000(5)      1.9         10.81    03/16/11     102,004        258,497
Bradley Mousseau     7,500(5)      1.0         10.81    03/16/11      51,002        129,249
John Bomba, Jr..     7,500(6)      1.0         10.81    03/16/11      51,002        129,249
</TABLE>
--------
(1) Potential realizable value is based on an assumption that the market price
    of the stock will appreciate at the stated rate, compounded annually, from
    the date of grant until the end of the option term. These values are
    calculated based on rules promulgated by the SEC and do not reflect the
    Company's estimate or projection of future stock prices. Actual gains, if
    any, on stock option exercises will depend on the future performance of the
    Common Stock on the date on which the stock options are exercised.

(2) Calculated based on an aggregate of 776,367 options granted under the 1997
    Stock Incentive Plan to employees during the fiscal year ended December 31,
    2001.

(3) The exercise price is equal to the closing price of the Company's Common
    Stock as reported by the Nasdaq National Market on the date of grant.

(4) Mr. Koppel's options become exercisable in four equal annual installments
    beginning in June 2002.

(5) Messrs. Wilson's, Wilkins', Gavin's and Mousseau's options become
    exercisable in four equal annual installments beginning in January 2002.

(6) Mr. Bomba's options were cancelled on October 20, 2001.

   Option Exercises and Year-End Values.  The following table sets forth
certain information regarding the aggregate shares of Common Stock acquired
upon stock option exercises by the Named Executive Officers and the value
realized upon such exercises during the year ended December 31, 2001, as well
as the number and value of unexercised stock options held by the Named
Executive Officers as of December 31, 2001:

              Aggregate Option Exercises in Last Fiscal Year and
                            Year-End Option Values

<TABLE>
<CAPTION>
                  Shares              Number of Securities      Value of Unexercised
                 Acquired            Underlying Unexercised     In-The-Money Options
                    on     Value    Options at Year-End (#)      at Year End ($)(1)
                 Exercise Realized -------------------------- -------------------------
Name               (#)     ($)(2)  Exercisable  Unexercisable Exercisable Unexercisable
----             -------- -------- -----------  ------------- ----------- -------------
<S>              <C>      <C>      <C>          <C>           <C>         <C>
Patricia Gallup.      --        --        --            --            --          --
Kenneth Koppel..      --        --    24,000(3)    400,000    $   75,919    $192,000
Wayne Wilson.... 100,000  $274,897   434,935       136,413     1,655,950     400,600
Robert Wilkins..  22,149    58,015   313,569       128,751     1,030,917     376,366
Mark Gavin......      --        --    26,249        75,002        69,621     192,010
Bradley Mousseau      --        --     8,438        32,812             0      30,127
John Bomba, Jr..   5,626     6,672         0             0             0           0
</TABLE>

                                      9

<PAGE>

--------
(1) Represents the difference between the last reported sales price of the
    Company's Common Stock as reported by the Nasdaq National Market on
    December 31, 2001 ($14.83), the last trading day of 2001, and the exercise
    price of the option, multiplied by the number of shares subject to the
    option.

(2) Value is calculated based on the difference between the option exercise
    price and the closing market price of the Company's Common Stock on the
    Nasdaq National Market on the date of exercise, multiplied by the number of
    shares exercised.

(3) Mr. Koppel was a consultant for the Company prior to becoming Chief
    Executive Officer of the Company and received option grants for his service
    as a consultant.

Report of the Compensation Committee

   The Compensation Committee of the Board of Directors has oversight over the
Company's executive compensation programs and determines the compensation of
the executive officers of the Company. The Committee also administers the
Company's stock incentive plans. The Committee consists entirely of
independent, non-employee directors.

   This report is submitted by the Compensation Committee and addresses the
Company's compensation policies for 2001 as they affected Ms. Gallup and Mr.
Koppel and the Company's other executive officers.

   The Compensation Committee seeks to achieve three broad goals in connection
with the Company's compensation philosophy and decisions regarding individual
compensation. First, the Company is committed to providing executive
compensation designed to attract, retain and motivate executives who contribute
to the long-term success of the Company and are capable of leading the Company
in achieving its business objectives in the competitive and rapidly changing
industry in which the Company operates. Second, the Company wants to reward
executives for the achievement of business objectives of the Company and/or the
individual executive's particular area of responsibility. By tying compensation
in part to achievement, the Company believes that a performance-oriented
environment is created for the Company's executives. Finally, compensation is
intended to provide executives with an equity interest in the Company so as to
link a meaningful portion of the compensation of the Company's executives with
the performance of the Company's Common Stock.

   Each executive's total compensation depends upon the executive's performance
against specific objectives assigned at the beginning of each year. These
objectives include both quantitative factors related to the Company's
short-term financial objectives and qualitative factors such as (a)
demonstrated leadership ability, (b) management development, (c) compliance
with Company policies and (d) anticipation of and response to changing market
and economic conditions, to enhance the Company's ability to operate
profitably. Annual compensation for the Company's executives generally consists
of three elements:

   salary--levels are generally set by reviewing compensation for competitive
   positions in the market and considering the executive's level of
   responsibility, qualifications and experience, as well as the Company's
   financial performance and the individual's performance;

   bonus--amounts are generally based on achievement of the Company's
   performance goals for the year; and

   stock option grants--options provide long-term incentives to promote and
   identify long-term interests between the Company's employees and its
   stockholders and to assist in the retention of executives.

   In addition, executives are also eligible to receive various benefits,
including medical, disability and life insurance plans, and may participate in
the Company's stock purchase plan and 401(k) qualified savings plan. All of
these benefits are generally available to all employees of the Company.

   In making decisions regarding executive compensation, the Compensation
Committee considered the input of the Company's other directors and the results
of an informal study conducted by members of management and

                                      10

<PAGE>

presented to the Compensation Committee relating to comparable direct marketing
firms of personal computers and related peripherals. In order to attract,
retain and motivate the talented personnel it needs, the Company has structured
its executive compensation program to provide its employees with cash
compensation competitive with total compensation paid by comparable companies.
Bonuses are primarily based on corporate performance, with actual awards
varying greatly according to the Company's overall performance and the
individual's impact on that performance.

  Base Salaries for 2001

   Early in 2001, the Committee reviewed base salaries for all Named Executive
Officers, including Ms. Gallup. Ms. Gallup's salary for 2001 was set at
$400,000. Annual salary rates for all other Named Executive Officers were based
on recommendations of Ms. Gallup and were designed to ensure salary levels
which remain competitive within the market.

  Bonus Compensation for 2001

   No named Executive Officers received a bonus for 2001 because of the
Company's poor operating results.

  Stock Option Awards in 2001

   The Compensation Committee reviews and approves all grants of stock options
to the Company's named Executive Officers and reviews all grants of stock
options to other employees. During 2001, the Named Executive Officers, other
than Ms. Gallup, received grants of stock options as part of the Company's
overall program to make periodic grants of stock options to a broad range of
its managerial employees.

  Ms. Gallup's Compensation

   The Compensation Committee has determined that, based upon a review of the
Company's operations and salaries of Senior Executive Officers of comparable
companies, Ms. Gallup's salary as of the date of this Proxy Statement is
$430,000. Ms. Gallup did not receive a bonus for 2001. Also, in light of her
substantial current stock ownership, the Compensation Committee determined not
to recommend to the Board of Directors any award of equity-based compensation.
The Compensation Committee believes that Ms. Gallup's compensation has been set
at a level competitive with other companies in the industry.

  Mr. Koppel's Compensation

   The Compensation Committee has determined that, based upon a review of the
Company's operations and salaries of Chief Executive Officers of comparable
companies, Mr. Koppel's salary as of the date of this Proxy Statement is
$425,000. Mr. Koppel also received a grant of options to purchase 400,000
shares of the Company's common stock upon his appointment as Chief Executive
Officer in June 2001. The Compensation Committee believes that Mr. Koppel's
salary, bonus opportunity and equity-based compensation has been set at a level
competitive with other companies in the industry.

  Compliance with Internal Revenue Code Section 162(m)

   Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), generally disallows a tax deduction to public companies for
compensation over $1 million paid to its chief executive officer and its four
other most highly compensated executive officers. However, qualifying
performance-based compensation will not be subject to the deduction limit if
certain requirements are met. The Company generally intends to structure stock
option grants under the Company's stock incentive plans in a manner that
complies with Section 162(m) of the Code so as to mitigate any disallowance of
deductions. Nevertheless, the Compensation Committee reserves

                                      11

<PAGE>

the right to use its judgment to authorize compensation payments that may be in
excess of the limit when the Compensation Committee believes such payments are
appropriate and in the best interests of its stockholders, after taking into
consideration changing business conditions and the performance of its employees.

                                          Martin Murrer, Chairman
                                          Peter Baxter
                                          Joseph Baute

Compensation Committee and Interlocks and Insider Participation

   The members of the Compensation Committee for 2001 and until the Annual
Meeting are Messrs. Baute, Baxter and Murrer. Immediately following the Annual
Meeting, the Compensation Committee shall consist of Messrs. Barone, Baute and
Baxter. No member of the Compensation Committee was at any time during 2001, or
formerly, an officer or employee of the Company or any subsidiary of the
Company. No executive officer of the Company has served as a director or member
of the Compensation Committee (or other committee serving an equivalent
function) of any other entity, one of whose executive officers served as a
director of or member of the Compensation Committee of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

   Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and holders of more than 10% of the Company's Common Stock
to file with the SEC initial reports of ownership and reports of changes in
beneficial ownership of Common Stock of the Company. Based solely on its review
of copies of reports filed by individuals required to make filings ("Reporting
Persons") pursuant to Section 16(a) of the Exchange Act or written
representations from certain Reporting Persons, the Company believes that all
such reports required to be filed under Section 16(a) of the Exchange Act for
the 2001 fiscal year were timely filed. In 2000, Ms. Gallup and Mr. Hall and
the Voting Trust were required to file a Form 4--Changes in Beneficial
Ownership and a Form 5--Annual Statement of Changes in Beneficial Ownership to
report a withdrawal of shares from the Voting Trust. These reports were not
timely filed. The shares withdrawn from the Voting Trust are held by Ms. Gallup
and Mr. Hall individually. The withdrawal from the Voting Trust did not result
in any change to either Ms. Gallup's or Mr. Hall's respective pecuniary
interests.

                                      12

<PAGE>

Stock Performance Graph

   The following stock performance graph compares cumulative total stockholder
return on the Company's Common Stock for the period from March 3, 1998, the
date of the Company's initial public offering, through December 31, 2001 with
the cumulative total return for (i) the Russell 2000 Index, and (ii) the
Company's Peer Group. This graph assumes the investment of $100 on March 3,
1998 in the Company's Common Stock (at the initial public offering price) the
Russell 2000 Index and the Company's Peer Group and assumes dividends are
reinvested. The Company's Peer Group consists of CDW Computer Centers, Inc., PC
Mall, Inc., Insight Enterprises, Inc., Zones, Inc., and Systemax, Inc.

                                    [CHART]

           PC Connection Inc.   Russell 2000 Index   Peer Group
           ------------------   ------------------   ----------
03/03/98        $100.00               $100.00          $100.00
12/31/98          67.14                 92.08           161.88
12/31/99         131.43                111.65           191.34
12/31/00          59.29                108.28           123.51
12/31/01          84.74                110.97           222.71

<TABLE>
<CAPTION>
                                     Annual Return Percentage
                                    ---------------------------
                                           Years Ending
                                    ---------------------------
                 Company Name/Index Dec-98 Dec-99 Dec-00 Dec-01
                 ------------------ ------ ------ ------ ------
                 <S>                <C>    <C>    <C>    <C>
                 PC Connection Inc. -32.86 95.74  -54.89 42.94
                 Russell 2000 Index  -7.92 21.26   -3.02  2.49
                 Peer Group........  61.88 18.19  -35.45 80.32
</TABLE>

<TABLE>
<CAPTION>
                                              Indexed Returns
                                        ---------------------------
                                 Base          Years Ending
                                Period  ---------------------------
            Company Name/Index 3 Mar 98 Dec-98 Dec-99 Dec-00 Dec-01
            ------------------ -------- ------ ------ ------ ------
            <S>                <C>      <C>    <C>    <C>    <C>
            PC Connection Inc.   100     67.14 131.43  59.29  84.74
            Russell 2000 Index   100     92.08 111.65 108.28 110.97
            Peer Group........   100    161.88 191.34 123.51 222.71
</TABLE>

                                      13

<PAGE>

          APPROVAL OF AMENDMENT TO 1997 EMPLOYEE STOCK PURCHASE PLAN

   The Board of Directors believes that the continued growth and profitability
of the Company depends, in large part, upon the ability of the Company to
maintain a competitive position in attracting and retaining key personnel.
Accordingly, in 1997, the Company adopted an Employee Stock Purchase Plan which
permits eligible employees to purchase shares of the Company's Common Stock at
a discounted price.

   As of March 20, 2002, 58,348 shares remained available for issuance under
the Company's 1997 Employee Stock Purchase Plan (the "ESPP") in semi-annual
offerings. On March 21, 2002, the Board of Directors adopted, subject to
stockholder approval, an amendment to the ESPP increasing the total number of
shares of Common Stock available for purchase under the ESPP from 337,500 to
537,500.

   Accordingly, the Board of Directors believes adoption of the amendment to
the ESPP is in the best interests of the Company and its stockholders and
recommends a vote "FOR" the approval of the amendment to the ESPP and the
reservation of an additional 200,000 shares of Common Stock for issuance
thereunder.

Description of the ESPP

   The following is a brief summary of the ESPP, a copy of which is attached as
Exhibit A to this Proxy Statement. The following summary is qualified in its
entirety by reference to the ESPP.

   General.  The ESPP provides eligible employees with the opportunity to
purchase shares of the Company's Common Stock at a discounted price.

   Eligibility.  Each employee of the Company and its eligible subsidiaries,
including any officer or director who is also an employee, is eligible to
participate in the ESPP, provided he or she (i) is employed by the Company or
any eligible subsidiary on the applicable offering commencement date, (ii) is
customarily employed by the Company or any eligible subsidiary for 20 or more
hours per week and for more than five months in a calendar year and (iii) has
been employed by the Company or any eligible subsidiary for at least six months
prior to enrolling in the ESPP. As of March 20, 2002, approximately 1,100
employees were eligible to participate in the ESPP. The purchase of shares
under the ESPP is discretionary, and the Company cannot now determine the
number of shares to be purchased in the future by any particular person or
group.

   Offerings.  The ESPP is implemented through a series of offerings, each of
which is six months in length. Participants in an offering purchase shares with
funds set aside through payroll withholding. An employee may elect to have a
percentage up to 10% withheld from his or her pay for purposes of purchasing
shares under the ESPP, subject to certain limitations on the maximum number of
shares that may be purchased.

   Purchase Price.  The price at which shares may be purchased during each
offering is the lower of (i) 85% of the closing price of the Common Stock as
reported on the Nasdaq National Market on the date that the offering commences
or (ii) 85% of the closing price of the Common Stock as reported on the Nasdaq
National Market on the date that the offering terminates.

   Holding Period.  Eligible employees participating in any offering beginning
on or after July 1, 2002 are required to hold shares purchased in such offering
for a period of at least one year following the date that the offering
terminates.

   Number of Shares; Adjustments.  The maximum number of shares issuable under
the ESPP prior to the proposed amendment is 337,500 shares. The ESPP contains
provisions relating to adjustments to be made under the ESPP in the event of
stock splits and other similar events and certain mergers, acquisitions and
other extraordinary corporate transactions involving the Company.

   Administration.  The ESPP is administered by the Board of Directors of the
Company, which has the authority to make rules and regulations for the
administration of the ESPP. Pursuant to the terms of the ESPP, the Board of
Directors may delegate authority under the ESPP to a committee of the Board.

                                      14

<PAGE>

   Amendment or Termination.  The Board of Directors may at any time terminate
or amend the ESPP, provided that no amendment may be made without prior
approval of the stockholders of the Company if such approval is required by
Section 423 of the Code, and in no event may any amendment be made which would
cause the ESPP to fail to comply with Section 423 of the Code.

Federal Income Tax Consequences

   The following generally summarizes the United States federal income tax
consequences that will arise with respect to participation in the plan and with
respect to the sale of common stock acquired under the plan. This summary is
based on the tax laws in effect as of the date of this Proxy Statement. Changes
to these laws could alter the tax consequences described below:

   Tax Consequences to Participants.  A participant will not have income upon
enrolling in the plan or upon purchasing stock at the end of an offering.

   A participant may have both compensation income and capital gain income if
the participant sells stock that was acquired under the plan at a profit (if
sales proceeds exceed the purchase price). The amount of each type of income
will depend on when the participant sells the stock. If the participant sells
the stock more than two years after the commencement of the offering during
which the stock was purchased and more than one year after the date that the
participant purchased the stock, then the participant will have compensation
income equal to the lesser of:

    .  15% of the value of the stock on the day the offering commenced; and

    .  the participant's profit.

Any excess profit will be long-term capital gain.

   If the participant sells the stock prior to satisfying these waiting
periods, then he or she will have engaged in a disqualifying disposition. Upon
a disqualifying disposition, the participant will have compensation income
equal to the value of the stock on the day he or she purchased the stock less
the purchase price. If the participant's profit exceeds the compensation
income, then the excess profit will be capital gain. This capital gain will be
long-term if the participant has held the stock for more than one year and
otherwise will be short-term.

   If the participant sells the stock at a loss (if sales proceeds are less
than the purchase price), then the loss will be a capital loss. This capital
loss will be long-term if the participant has held the stock for more than one
year and otherwise will be short-term.

   Tax Consequences to the Company.  There will be no tax consequences to the
Company except that it will be entitled to a deduction when a participant has
compensation income upon a disqualifying disposition. Any such deduction will
be subject to the limitations of Section 162(m) of the Code.

                                      15

<PAGE>

                     Equity Compensation Plan Information

   The following table provides information about the Company's common stock
that may be issued upon exercise of options, warrants and rights under all of
the Company's equity compensation plans as of December 31, 2001 (the "1993
Plan"), including the 1993 Incentive and Non-Statutory Stock Option Plan, as
amended, the 1997 Stock Incentive Plan, as amended, and the ESPP. The Company's
stockholders have approved all of these plans.

<TABLE>
<CAPTION>
                                                  (a)                     (b)                    (c)
                                                                                        Number of Securities
                                                                                        Available for Future
                                                                                        Issuance Under Equity
                                       Number of Securities to be   Weighted-Average     Compensation Plans
                                        Issued Upon Exercise of    Exercise Price of    (Excluding Securities
                                          Outstanding Options,    Outstanding Options,      Reflected in
Plan Category                            Warrants and Rights(1)   Warrants and Rights  Column (a))(1)(2)(3)(4)
-------------                          -------------------------- -------------------- -----------------------
<S>                                    <C>                        <C>                  <C>
Equity Compensation Plans Approved by
  Security Holders . . ...............         2,893,812                 $13.40                902,949
Equity Compensation Plans Not Approved
  by Security Holders.................              None                    N/A                    N/A
                                               ---------                 ------                -------
   Total..............................         2,893,812                 $13.40                902,949
                                               =========                 ======                =======
</TABLE>
--------
(1) The number of shares is subject to adjustments in the event of stock splits
    and other similar events.

(2) Includes 58,348 shares of common stock issuable under the Company's ESPP,
    all of which are issuable in connection with the current offering period
    which ends on June 30, 2002.

(3) With respect to the ESPP, the table excludes the additional 200,000 shares
    that would be available for issuance if the amendment to the ESPP is
    approved at the Annual Meeting.

(4) With respect to the 1993 Plan, the table excludes shares available for
    issuance because the Company does not intend to grant any additional
    options under the 1993 Plan and has not granted options under this Plan
    since March 1998.

             RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS

   The Board of Directors has selected the firm of Deloitte & Touche LLP,
independent auditors, to serve as the Company's independent auditors for the
fiscal year ending December 31, 2002. The ratification of this selection is not
required under the laws of the State of Delaware, where the Company is
incorporated, but the results of this vote will be considered by the Board of
Directors in selecting the Company's independent auditors. Deloitte & Touche
LLP has served as the Company's independent auditors since 1984. It is expected
that a member of Deloitte & Touche LLP will be present at the meeting with the
opportunity to make a statement if so desired and will be available to respond
to appropriate questions from stockholders.

   The Board of Directors recommends a vote "FOR" the ratification of the
selection of Deloitte & Touche LLP as the Company's independent auditors.

                            Additional Information

  Audit Fees

   The aggregate fees billed by Deloitte & Touche LLP, the member firms of
Deloitte Touche Tohmatsu, and their respective affiliates (collectively,
"Deloitte") for professional services rendered in connection with the audit of
the Company's annual financial statements for the fiscal year ended December
31, 2001, and the reviews of the financial statements included in each of the
Company's Quarterly Reports on Form 10-Q during the fiscal year ended December
31, 2001 were $263,000.

                                      16

<PAGE>

  Financial Information Systems Design and Implementation Fees

   Deloitte did not render any professional services for information technology
services relating to financial information systems design or implementation, or
to the operation of the Company's information system or the management of its
local area network for the fiscal year ended December 31, 2001.

  All Other Fees

   The aggregate fees billed by Deloitte for services rendered to the Company,
other than for the services described above under "Audit Fees" and "Financial
Information Systems Design and Implementation Fees," for the fiscal year ended
December 31, 2001 were approximately $379,000. Such services, consisting
primarily of tax preparation and consulting, including multi-state compliance,
benefit plans, IRS examination and acquisitional tax consulting, are further
categorized as follows:


<TABLE>
          <S>                                                 <C>
          Tax preparation and consulting..................... $208,000
          Attestation services, including an SEC registration   95,000
          Employee benefit plan consulting...................   76,000
                                                              --------
          Total Other Fees................................... $379,000
                                                              ========
</TABLE>


   The audit committee has considered whether the provision of non-audit
services is compatible with maintaining the principal accountant's
independence, and has determined, in its business judgment that such services
are compatible with maintaining independence.
Report of the Audit Committee

   In accordance with its written charter adopted by the Board of Directors
("the Board"), the Audit Committee ("the Committee") assists the Board in
fulfilling its responsibility for oversight of the quality and integrity of the
accounting, auditing and financial reporting practices of the Company and other
such duties as directed by the Board. Each member of the Committee is free of
any relationship that, in the opinion of the Board, would interfere with his or
her individual exercise of independent judgment, and meets the director
independence requirements for serving on audit committees as set forth in the
corporate governance standards of the Nasdaq National Stock Market.

   During fiscal year 2001, the Committee discussed the interim financial
information contained in each quarterly earnings announcement with the Chief
Financial Officer and independent auditors prior to public release.

   In discharging its oversight responsibility as to the audit process, the
Audit Committee obtained from the independent auditors a formal written
statement describing all relationships between the auditors and the Company
that might bear on the auditors' independence consistent with Independence
Standards Board Standard No. 1, "Independence Discussions with Audit
Committees," discussed with the auditors any relationships that may impact
their objectivity and independence and satisfied itself as to the auditors'
independence. The Committee also discussed with management and the independent
auditors the quality and adequacy of the Company's internal controls. The
Committee reviewed with the independent auditors their audit plans, audit
scope, and identification of audit risks. The Committee also considered whether
the independent auditors' provision of certain other, non-audit related
services to the Company, which are referred to in this Proxy Statement under
the heading "Ratification of Selection of Independent Auditors," is compatible
with maintaining such auditors' independence.

   Management represented to the Committee that the Company's financial
statements had been prepared in accordance with generally accepted accounting
principles.

   The Committee discussed and reviewed with the independent auditors all
matters required by Statement on Auditing Standards No. 61, as amended,
"Communication with Audit Committees" including the following:

    .  methods to account for significant unusual transactions;

    .  the effect of significant accounting policies in controversial or
       emerging areas for which there is a lack of authoritative guidance or
       consensus;

                                      17

<PAGE>

    .  the process used by management in formulating particularly sensitive
       accounting estimates and the basis for the auditors' conclusions
       regarding the reasonableness of those estimates; and

    .  disagreements with management over the application of accounting
       principles, the basis for management's accounting estimates and the
       disclosures in the financial statements.

   The Committee, with and without management present, discussed and reviewed
the results of the independent auditors' examination of the financial
statements.

   The Committee reviewed the audited financial statements of the Company as of
and for the year ended December 31, 2001 with management and the independent
auditors. Management is responsible for the preparation of the Company's
financial statements and the independent auditors are responsible for
performing an independent audit of the Company's financial statements in
accordance with auditing standards generally accepted in the United States of
America and issuing a report on the financial statements. As appropriate, the
Committee reviews and evaluates, and discusses with the Company's management,
internal accounting, financial and auditing personnel and the independent
auditors, the following:

    .  the plan for, and the independent auditors' report on, each audit of the
       Company's financial statements;

    .  the Company's financial disclosure documents, including all financial
       statements and reports filed with the Securities and Exchange Commission
       or sent to shareholders;

    .  changes in the Company's accounting practices, principles, controls or
       methodologies;

    .  significant developments or changes in accounting rules applicable to
       the Company; and

    .  the adequacy of the Company's internal controls and accounting,
       financial and auditing personnel.

   Based on the above-mentioned review and discussions with management and the
independent auditors, the Committee recommended to the Board that the Company's
audited financial statements be included in its Annual Report on Form 10-K for
the fiscal year ended December 31, 2001, for filing with the Securities and
Exchange Commission. The Committee also recommended the reappointment, subject
to shareholder approval, of the independent auditors and the Board concurred in
such recommendation.

                                          Joseph Baute, Chairman
                                          Peter Baxter
                                          Martin Murrer

Matters to be Considered at the Annual Meeting

   The Board of Directors does not know of any other matters which may come
before the Annual Meeting. However, if any other matters are properly presented
to the Annual Meeting, it is the intention of persons named in the accompanying
proxy to vote, or otherwise act, in accordance with their judgment on such
matters.

Householding of Annual Meeting Materials

   Some banks, brokers and other nominee record holders may be participating in
the practice of "householding" proxy statements and annual reports. This means
that only one copy of the Company's proxy statement or annual report may have
been sent to multiple stockholders in your household. The Company will promptly
deliver a separate copy of either document to you if you write or call us at
the following address or phone number: PC Connection, Inc., Attention: Investor
Relations, 730 Milford Road, Merrimack, New Hampshire 03054 (603-423-2000). If
you wish to receive separate copies of the annual report and proxy statement in
the future, or if you are receiving multiple copies and would like to receive
only one copy for your

                                      18

<PAGE>

household, you should contact your bank, broker, or other nominee record
holder, or you may contact the Company at the above address and phone number.

Solicitation of Proxies

   All costs of solicitations of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors, officers and
regular employees, without additional remuneration, may solicit proxies by
telephone, telegraph and personal interviews. The Company will also request
brokers, custodians and fiduciaries to forward proxy soliciting material to the
owners of stock held in their names, and the Company will reimburse them for
their out-of-pocket expenses in this regard.

Deadline for Submission of Stockholder Proposals

   Proposals of stockholders intended to be presented at the 2003 Annual
Meeting of Stockholders must be received by the Company at its principal office
in Merrimack, New Hampshire not later than January 17, 2003 for inclusion in
the proxy statement for that meeting.

   If a stockholder of the Company who holds less than 40% of the shares of
capital stock of the Company issued and outstanding and entitled to vote wishes
to present a proposal before the 2003 Annual Meeting but has not complied with
the requirements for inclusion of such proposal in the Company's proxy
materials pursuant to Rule 14a-8 under the Exchange Act, such stockholder must
give notice of such proposal to the Secretary of the Company at the principal
offices of the Company. The required notice must be made in writing and
delivered or mailed and received at the principal executive offices of the
Company not later than April 19, 2002 nor earlier than March 20, 2002.
Notwithstanding the foregoing, if the Company provides less than 70 days notice
or prior public disclosure of the date of the meeting to the stockholders,
notice by the stockholders must be received by the Secretary not later than the
close of business on the tenth day following the date on which the notice of
the meeting was mailed or such public disclosure was made, whichever occurs
first.

   The advance notice provisions of the Company's bylaws supercede the notice
requirements contained in the recent amendments to Rule 14a-8 under the
Exchange Act.

                                          By Order of the Board of Directors,

                                          /s/ Steven Markiewicz
                                          Steven Markiewicz

May 17, 2002

   THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE
APPRECIATED.

                                      19

<PAGE>

                                                                      EXHIBIT A

                              PC CONNECTION, INC.

                 1997 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED

                               November 21, 1997

                            Amended on May 16, 2002

   The purpose of this Plan is to provide eligible employees of PC Connection,
Inc., a Delaware corporation (the "Company"), and certain of its U.S.
subsidiaries with opportunities to purchase shares of the Company's common
stock, $.01 par value per share (the "Common Stock"), commencing on January 1,
1999. Three Hundred Thirty-Seven Thousand Five Hundred (337,500) shares of
Common Stock in the aggregate have been reserved for this purpose.

   1.  Administration.  The Plan will be administered by the Company's Board of
Directors (the "Board") or by the Compensation Committee appointed by the Board
(the "Committee"). The Board or the Committee has authority to make rules and
regulations for the administration of the Plan, to determine any brokerage and
other fees to be paid or subsidized by the Company, and to determine the number
of shares in each Offering; its interpretation and decisions with regard
thereto shall be final and conclusive.

   2.  Eligibility.  Participation in the Plan will neither be permitted nor
denied contrary to the requirements of Section 423 of the Internal Revenue Code
of 1986, as amended (the "Code"), and regulations promulgated thereunder. All
employees of the Company, including Directors who are employees, and all
employees of any subsidiary of the Company (as defined in Section 424(f) of the
Code) designated by the Board or the Committee from time to time (a "Designated
Subsidiary"), are eligible to participate in any one or more of the offerings
of Options (as defined in Section 9) to purchase Common Stock under the Plan
provided that:

      (a) they are customarily employed by the Company or a Designated
   Subsidiary for more than 20 hours a week and for more than five months in a
   calendar year; and

      (b) they have been employed by the Company or a Designated Subsidiary for
   at least six months prior to enrolling in the Plan; and

      (c) they are employees of the Company or a Designated Subsidiary on the
   first day of the applicable Plan Period (as defined below).

   No employee may be granted an option hereunder if such employee, immediately
after the option is granted, owns 5% or more of the total combined voting power
or value of the stock of the Company or any subsidiary. For purposes of the
preceding sentence, the attribution rules of Section 424(d) of the Code shall
apply in determining the stock ownership of an employee, and all stock which
the employee has a contractual right to purchase shall be treated as stock
owned by the employee.

   3.  Offerings.  The Company will make one or more offerings (each, an
"Offering") to employees to purchase shares of Common Stock under this Plan.
Offerings will begin each January 1 and July 1, or the first business day
thereafter (the "Offering Commencement Dates"). Each Offering Commencement Date
will begin a six-month or one-year period (a "Plan Period") during which
payroll deductions will be made and held for the purchase of Common Stock at
the end of the Plan Period.

   4.  Participation.  An employee eligible on the Offering Commencement Date
of any Offering may participate in such Offering by completing and forwarding a
payroll deduction authorization form to the employee's appropriate payroll
office, or in any other manner determined to be appropriate by the Board or the
Committee ("Appropriate Authorization"), at least ten (10) days prior to the
applicable Offering Commencement Date. The Appropriate Authorization will
authorize a regular payroll deduction from the Compensation received by the
employee during the Plan Period. Unless an employee notifies the Company of a
new Appropriate

                                      A-1

<PAGE>

Authorization or withdraws from the Plan, his deductions and purchases will
continue at the same rate for future Offerings under the Plan as long as the
Plan remains in effect. The term "Compensation" means the amount of money
reportable on the employee's Federal Income Tax Withholding Statement,
excluding allowances and reimbursements for expenses such as relocation
allowances, travel expenses, income or gains on the exercise of Company stock
options or stock appreciation rights, whether or not shown on the employee's
Federal Income Tax Withholding Statement, but including, in the case of
salespersons, sales commissions.

   5.  Deductions.  The Company will maintain payroll deduction accounts for
all participating employees. With respect to any Offering made under this Plan,
an employee may authorize a payroll deduction in any dollar amount up to a
maximum of 10% of the Compensation he receives during the Plan Period. In no
event may an employee's total payroll deductions during a calendar year exceed
$20,000. The minimum payroll deduction is such percentage of Compensation as
may be established from time to time by the Board or the Committee.

   No employee may be granted an Option (as defined in Section 9) which permits
his rights to purchase Common Stock under this Plan and any other employee
stock purchase plan (as defined in Section 423(b) of the Code) of the Company
and its subsidiaries, to accrue at a rate which exceeds $25,000 of the fair
market value of such Common Stock (determined as of the last business day of
the Plan Period) for each calendar year in which the Option is outstanding at
any time.

   6.  Deduction Changes.  An employee may increase, decrease or discontinue
his or her payroll deduction once during any Plan Period, by effecting a new
Appropriate Authorization. If an employee elects to discontinue his or her
payroll deductions during a Plan Period, but does not elect to withdraw his or
her funds pursuant to Section 8 hereof, funds deducted prior to his or her
election to discontinue will be applied to the purchase of Common Stock on the
Exercise Date (as defined below).

   7.  Interest.  Interest will not be paid on any employee accounts.

   8.  Withdrawal of Funds.  An employee may at any time prior to the close of
business on the last business day in a Plan Period and for any reason
permanently draw out the balance accumulated in the employee's account and
thereby withdraw from participation in an Offering. Partial withdrawals are not
permitted. Any employee who withdraws from participation in an Offering shall
not be permitted to participate in the Plan again until the start of the next
Plan Period.

   9.  Purchase of Shares.  On the Offering Commencement Date of each Plan
Period, the Company will grant to each eligible employee who is then a
participant in the Plan an option ("Option") to purchase on the last business
day of such Plan Period (the "Exercise Date"), at the Option Price hereinafter
provided for, the largest number of whole shares of Common Stock of the Company
as does not exceed the number of shares determined by dividing $12,500 (in the
case of a six-month Plan Period) or $25,000 (in the case of a one-year Plan
Period) by the closing price (as defined below) on the Offering Commencement
Date of such Plan Period.

   The purchase price for each share purchased will be 85% of the closing price
of the Common Stock on (i) the first business day of such Plan Period or (ii)
the Exercise Date, whichever closing price shall be less. Such closing price
shall be (a) the closing price on any national securities exchange on which the
Common Stock is listed, (b) the closing price of the Common Stock on the Nasdaq
National Market or (c) the average of the closing bid and asked prices in the
over-the-counter-market, whichever is applicable, as published in The Wall
Street Journal. If no sales of Common Stock were made on such a day, the price
of the Common Stock for purposes of clauses (a) and (b) above shall be the
reported price for the next preceding day on which sales were made.

   Each employee who continues to be a participant in the Plan on the Exercise
Date shall be deemed to have exercised his or her Option at the Option Price on
such date and shall be deemed to have purchased from the Company the number of
full shares of Common Stock reserved for the purpose of the Plan that his or her

                                      A-2

<PAGE>

accumulated payroll deductions on such date will pay for, but not in excess of
the maximum number determined in the manner set forth above.

   Any balance remaining in an employee's payroll deduction account at the end
of a Plan Period will be automatically refunded to the employee, except that
any balance which is less than the purchase price of one share of Common Stock
will be carried forward into the employee's payroll deduction account for the
following Offering, unless the employee elects not to participate in the
following Offering under the Plan, in which case the balance in the employee's
account shall be refunded.

   10.  Issuance of Certificates.  Certificates representing shares of Common
Stock purchased under the Plan may be issued only in the name of the employee,
in the name of the employee and another person of legal age as joint tenants
with rights of survivorship, or (in the Company's sole discretion) in the name
of a brokerage firm, bank or other nominee holder designated by the employee.
The Company may, in its sole discretion and in compliance with applicable laws,
authorize the use of book entry registration of shares in lieu of issuing stock
certificates.

   11.  Rights on Retirement, Death or Termination of Employment.  In the event
of a participating employee's termination of employment prior to the last
business day of a Plan Period, no payroll deduction shall be taken from any pay
due and owing to an employee and the balance in the employee's account shall be
paid to the employee or, in the event of the employee's death, (a) to a
beneficiary previously designated in a revocable notice signed by the employee
(with any spousal consent required under state law) or (b) in the absence of
such a designated beneficiary, to the executor or administrator of the
employee's estate or (c) if no such executor or administrator has been
appointed to the knowledge of the Company, to such other person(s) as the
Company may, in its discretion, designate.

   12.  Optionees Not Stockholders.  Neither the granting of an Option to an
employee nor the deductions from his or her pay shall constitute such employee
a stockholder of the shares of Common Stock covered by an Option under this
Plan until such shares have been purchased by and issued to him or her.

   13.  Rights Not Transferable.  Rights under this Plan are not transferable
by a participating employee other than by will or the laws of descent and
distribution, and are exercisable during the employee's lifetime only by the
employee.

   14.  Application of Funds.  All funds received or held by the Company under
this Plan may be combined with other corporate funds and may be used for any
corporate purpose.

   15.  Adjustment in Case of Changes Affecting Common Stock.  In the event of
a subdivision of outstanding shares of Common Stock, or the payment of a
dividend in Common Stock, the number of shares reserved for issuance under this
Plan, the number of shares issuable in any Offering, and the share limitation
set forth in Section 9, shall be increased proportionately, and such other
adjustment shall be made as may be deemed equitable by the Board or the
Committee. In the event of any other change affecting the Common Stock, such
adjustment shall be made as may be deemed equitable by the Board or the
Committee to give proper effect to such event.

   16.  Merger.  In the event of a proposed sale of all or substantially all of
the assets of the Company or a merger or consolidation of the Company with or
into another corporation (other than a merger in which the Company is the
surviving corporation and the holders of the capital stock of the Company
immediately prior to such merger continue to hold at least 50% by voting power
of the capital stock of the Company) or the proposed dissolution or liquidation
of the Company during a Plan Period, the Board or the Committee shall set a new
Exercise Date (the "New Exercise Date") for such Plan Period, and such Plan
Period shall end on the New Exercise Date. The New Exercise Date shall be
before the date of such asset sale, merger, consolidation, dissolution or
liquidation. The Board or the Committee shall send written notice to each
employee participating

                                      A-3

<PAGE>

in the Offering for such Plan Period, at least ten business days prior to the
New Exercise Date, that the Exercise Date for such Offering has been changed to
the New Exercise Date and that the employee's Option shall be exercised
automatically on the New Exercise Date, unless prior to such date the employee
has withdrawn from such Offering as provided in Section 8 hereof.

   16A.  Holding Period.  Beginning on July 1, 2002 and each Plan Period
thereafter, no employee participating in the Plan may sell or in any way
transfer (other than by testamentary or intestate disposition) shares acquired
under the Plan for a period of one year following the Exercise Date of a Plan
Period.

   17.  Amendment of the Plan.  The Board may at any time, and from time to
time, amend this Plan in any respect, except that (a) if the approval of any
such amendment by the shareholders of the Company is required by Section 423 of
the Code, such amendment shall not be effected without such approval, and (b)
in no event may any amendment be made which would cause the Plan to fail to
comply with Section 423 of the Code.

   18.  Insufficient Shares.  In the event that the total number of shares of
Common Stock specified in elections to be purchased under any Offering plus the
number of shares purchased under previous Offerings under this Plan exceeds the
maximum number of shares issuable under this Plan, the Board or the Committee
will allot the shares then available on a pro rata basis. Any balance remaining
in an employee's payroll deduction account at the end of a Plan Period due to
an insufficiency of shares will be refunded to the employee without interest.

   19.  Termination of the Plan.  This Plan may be terminated at any time by
the Board. Upon termination of this Plan all amounts in the accounts of
participating employees shall be promptly refunded.

   20.  Governmental Regulations.  The Company's obligation to sell and deliver
Common Stock under this Plan is subject to listing on a national stock exchange
or quotation on the Nasdaq National Market and the approval of all governmental
authorities required in connection with the authorization, issuance or sale of
such stock.

   21.  Governing Law.  The Plan shall be governed by New Hampshire law except
to the extent that such law is preempted by federal law.

   22.  Issuance of Shares.  Shares may be issued upon exercise of an Option
from authorized but unissued Common Stock, from shares held in the treasury of
the Company, or from any other proper source.

   23.  Notification upon Sale of Shares.  Each employee agrees, by entering
the Plan, to promptly give the Company notice of any disposition of shares
purchased under the Plan where such disposition occurs within two years after
the date of grant of the Option pursuant to which such shares were purchased.

   24.  Effective Date and Approval of Shareholders.  The Plan shall take
effect on January 1, 1999, but is subject to approval by the stockholders of
the Company as required by Section 423 of the Code, which approval must occur
within twelve months of the adoption of the Plan by the Board.

                                          Adopted by the Board of Directors
                                          on November 21, 1997
                                          Approved by the stockholders on
                                            February 17, 1998

                                      A-4

<PAGE>

                         Please date, sign and mail your
                      proxy card back as soon as possible!

                        Annual Meeting of Stockholders of
                               PC CONNECTION, INC.

                                  June 18, 2002

                Please Detach and Mail in the Envelope Provided

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

A [X] Please mark your votes as in this example.

1. To elect the following six Directors for the ensuing year:

   FOR All nominees (except as marked to the contrary) [_]

   WITHHELD from all nominees [_]

For all nominees except as noted below

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

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL
DIRECTOR NOMINEES.

Nominees: Patricia Gallup
          David Hall
          David Beffa-Negrini
          Bruce Barone
          Pater Baxter
          Joseph Baute

2. To approve the increase in the number of shares of Common Stock that may be
   issued under the Company's Employee Stock Purchase Plan from 337,500 shares
   to 537,500 shares.
   FOR [_]   AGAINST [_]   ABSTAIN [_]

3. To ratify the selection of Deloitte & Touche LLP as independent auditors for
   the ensuing year.
   FOR [_]   AGAINST [_]   ABSTAIN [_]

In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.

MARK BOX AT RIGHT IF AN ADDRESS CHANGE OR COMMENTS AND NOTE AT LEFT [_]

MARK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING [_]

Signature:_____________________________________  Date: _______________________

Signature:_____________________________________  Date: _______________________

NOTE: Please sign exactly as name appears hereon. If the stock is registered in
      the names of two or more persons, each should sign. When signing as an
      executor, administrator, trustee, guardian, or attorney, please give full
      corporate name by an authorized officer. If a partnership, please sign in
      full partnership name by an authorized person.

<PAGE>

                               PC CONNECTION, INC.

          Annual Meeting of Stockholders - To be held on June 18, 2002

     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY

     The undersigned, revoking all prior proxies, hereby appoints Patricia
Gallup and David Hall, each of them, with full power of substitution, as Proxies
to represent and vote as designated hereon all shares of stock of PC Connection,
Inc. (the "Company") which the undersigned would be entitled to vote if
personally present at the 2002 Annual Meeting of Stockholders of the Company to
be held on Tuesday, June 18, 2002 at the Crowne Plaza Hotel, 2 Somerset Parkway
(Exit 8 on the Everett Turnpike), Nashua, New Hampshire, at 10:00 a.m., Eastern
Standard Time, and at any adjournment thereof, with respect to the matters set
forth on the reverse side hereof.

 PLEASE FILL IN, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED RETURN ENVELOPE.

                   CONTINUED AND TO BE SIGNED ON REVERSE SIDE


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