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

                                    FORM 10-Q




[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

         For the quarterly period ended March 31, 2001

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

         For the transition period from  __________ to __________

                          Commission File No. 000-26408
                                              ---------

                           Programmer's Paradise, Inc.
                           ---------------------------
                         (Name of issuer in its charter)

         Delaware                                        13-3136104
    -------------------                     ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   Incorporation or organization)

1157 Shrewsbury Avenue, Shrewsbury, New Jersey 07702
----------------------------------------------------
(Address of principal executive offices)

Issuer's Telephone Number (732) 389-8950
                          --------------


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  and Exchange Act of 1934 during the past
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No[ ]

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock as of the latest practicable date.

     There were 5,213,625 outstanding shares of Common Stock, par value $.01 per
share, as of April 25, 2001.



                                     Page 1



                           PROGRAMMER'S PARADISE, INC.

                               Index to Form 10-Q


                                                                        Page No.
                                                                        --------

PART I -- FINANCIAL INFORMATION

       Item 1.  Consolidated Financial Statements

                Condensed Consolidated Balance Sheets as of March 31, 2001
                and December 31, 2000                                          3

                Condensed Consolidated Statements of Operations and
                Comprehensive Loss for the Three Months Ended March 31, 2001
                and 2000                                                       4

                Pro forma Statements of Operations for the Three Months Ended
                March 31, 2001 and 2000                                        5

                Condensed Consolidated Statements of Cash Flows for the Three
                Months Ended March 31, 2001 and 2000                           6

                Notes to Condensed Consolidated Financial Statements           7

       Item 2.  Management's Discussion and Analysis of Financial Condition
                and Results of Operations.                                     8

       Item 3.  Quantitative and Qualitative Disclosures About Market Risk    13


PART II -- OTHER INFORMATION

        Item 1.      Legal Proceedings                                        13

        Item 4.      Submission of Matters to a Vote of Security Holders      13

        Item 6.      Exhibits and Reports on Form 8-K                         13


                                     Page 2



                         PART I - FINANCIAL INFORMATION

                           PROGRAMMER'S PARADISE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

                                     ASSETS


                                                                                   
                                                                         March 31,       December 31,
                                                                            2001             2000
                                                                            ----             ----
                                                                        (Unaudited)        (Audited)
  Current Assets                                                     $     10,333         $    2,091
    Cash and cash equivalents                                               2,878                  -
    Cash held in escrow                                                    13,842             13,048
    Accounts receivable, net                                                2,174              2,631
    Inventory - finished goods                                                973              2,342
    Prepaid expenses and other current assets                                 138                  -
    Deferred income taxes                                                       -             12,163
                                                                     ------------        -----------
    Net assets held for sale                                               30,338             32,275
  Total current assets
                                                                              850                934
  Equipment and leasehold improvements, net                                   494                391
  Other assets                                                                249                255
                                                                     ------------        -----------
  Goodwill, net                                                      $     31,931        $    33,855
                                                                     ============        ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
  Current Liabilities  Notes payable to banks                        $      1,065        $         -
    Accounts payable and accrued expenses                                  12,355             14,939
    Other current liabilities                                                  11                 10
                                                                     ------------        -----------
  Total current liabilities                                                13,431             14,949



  Stockholders' equity
    Common stock                                                               53                 53
    Additional paid-in capital                                             35,478             35,476
    Treasury stock                                                         (1,325)            (1,325)
    Retained earnings                                                     (15,173)           (15,017)
    Accumulated other comprehensive loss                                     (533)              (281)
                                                                     -------------       ------------
  Total stockholders' equity                                               18,500             18,906
                                                                     -------------       ------------
                                                                     $     31,931        $    33,855
                                                                     =============       ============



The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                     Page 3





                           PROGRAMMER'S PARADISE, INC.
     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                   (Unaudited)
                      (In thousands, except per share data)


                                                                                  

                                                                             Three months ended
                                                                                   March 31,
                                                                            2001              2000
                                                                            ----              ----
         Net sales                                                     $    24,164      $    52,686

         Cost of sales                                                      21,627           47,351
                                                                        -----------      -----------
         Gross profit                                                        2,537            5,335

         Selling, general and administrative expenses                        2,847            6,038

         Amortization expense                                                   51              330
                                                                        -----------      -----------
         Loss from operations                                                 (361)          (1,033)

         Interest income, net                                                   98               -

         Unrealized foreign exchange gain/(loss)                                16             (73)
                                                                        -----------      -----------

         Loss before benefit for income taxes                                 (247)          (1,106)

         Benefit for income taxes                                              (91)            (407)
                                                                        -----------      -----------

         Net loss                                                      $      (156)      $     (699)
                                                                        ===========      ===========

         Net loss per common share-Basic                               $     (0.03)      $    (0.14)
                                                                        -----------      -----------

         Net loss per common share-Diluted                             $     (0.03)      $    (0.14)
                                                                        -----------      -----------

         Weighted average common shares outstanding-Basic                    4,986            5,058
                                                                        -----------      -----------
         Weighted average common shares outstanding-Diluted                  4,986            5,058
                                                                        -----------      -----------
         Reconciliation of Net Loss to Comprehensive Loss:
         -------------------------------------------------
         Net loss                                                      $      (156)      $     (699)
                                                                        -----------      -----------
         Other comprehensive loss, net of tax:
               Foreign currency translation adjustments                       (252)            (102)
                                                                        -----------      -----------
         Comprehensive loss                                            $      (408)      $     (801)
                                                                        ===========      ===========


The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.

                                     Page 4




                           PROGRAMMER'S PARADISE, INC.
                       PRO FORMA STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)


                                                      Three Months Ended
                                                           March 31,
                                                          (Unaudited)
                                                   2001             2000 (1)
                                               -----------      ------------

Net sales                                     $    24,164      $    21,725

Cost of sales                                     (21,627)         (19,162)
                                              -------------    -------------

Gross profit                                        2,537            2,563

SG&A expenses                                       2,847            2,962

Amortization                                           51             325
                                              -------------    -------------

Loss from operations                                 (361)           (724)

Interest income (expense), net                         98             (22)

Unrealized foreign exchange gain                       16              29
                                              -------------    -------------

Loss before taxes                                    (247)           (717)

Benefit for taxes                                     (91)           (265)
                                              -------------    -------------

Net loss                                      $      (156)     $     (452)
                                              =============    =============


Basic net loss per common share               $     (0.03)     $     (0.09)
                                              =============    =============

Diluted net loss per common share             $     (0.03)     $     (0.09)
                                              =============    =============


Weighted average number of common shares
outstanding-basic                                   4,986            5,058

Weighted average number of common shares
outstanding-diluted                                 4,986            5,058



1.   Pro forma  statement of  operations  for the results from North America and
     Programmer's Paradise, S.A.R.L. for Quarter 1 2000.


                                     Page 5



                           PROGRAMMER'S PARADISE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)


                                                                                  
                                                                              Three Months Ended
                                                                                  March 31,
                                                                             2001           2000
                                                                             ----           ----
Cash flows from operating activities
Net loss                                                                 $   (156)      $   (699)
Adjustments to reconcile net loss to net cash provided by operating
activities:
  Deferred income taxes                                                      (138)          (227)
  Depreciation expense                                                        142            271
  Amortization expense                                                         51            330
  Provision for doubtful accounts                                             332             14
  Changes in operating assets and liabilities:
    Accounts receivable                                                    (1,126)         8,474
    Inventory                                                                 457             66
    Prepaid expenses and other current assets                               1,368          1,037
    Accounts payable and accrued expenses                                  (2,584)       (16,982)
    Net change in other assets and liabilities                               (147)        (1,739)
                                                                         ---------      ---------
Net cash used for operations                                                (1,801)       (9,455)
                                                                         ---------      ---------

Cash flows from investing activities:
  Change in net assets held for sale                                        12,163             -
   Increase in cash held in escrow                                          (2,878)            -
  Capital expenditures                                                         (58)         (297)
                                                                         ---------      ---------
Net cash provided by (used for) investing                                    9,227          (297)
                                                                         ---------      ---------

Cash flows from financing activities:
  Net proceeds from issuance of common stock                                     2            27
  Purchase of treasury stock                                                     -             -
  Borrowings (repayments) under lines of credit                              1,065          (950)
                                                                         ---------      ---------
Net cash provided by (used for) financing activities                         1,067          (923)
                                                                         ---------      ---------

Effect of foreign exchange rate on cash                                       (251)          (78)
                                                                         ---------      ---------

Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period                             8,242       (10,753)
Cash and cash equivalents at end of period                                   2,091        17,597
                                                                         ---------      ---------
                                                                         $  10,333     $   6,844
                                                                         =========      =========


The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.

                                     Page 6



                           PROGRAMMER'S PARADISE, INC.
                         NOTES TO CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                                 March 31, 2001

1.       The accompanying  unaudited condensed consolidated financial statements
         have been prepared in accordance  with  generally  accepted  accounting
         principles for interim financial  information and with the instructions
         to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
         include all of the  information  and  footnotes  required by  generally
         accepted accounting  principles for complete financial  statements.  In
         the  opinion  of  management,  all  adjustments  (consisting  of normal
         recurring accruals)  considered  necessary for a fair presentation have
         been included.  Operating  results for the three months ended March 31,
         2001,  are  not  necessarily  indicative  of the  results  that  may be
         expected for the year ended December 31, 2001. For further information,
         refer  to the  consolidated  financial  statements  and  notes  thereto
         included in the Company's annual report on Form 10-K for the year ended
         December 31, 2000.

2.       Assets and  liabilities  of the Company's  Canadian  Subsidiary and its
         former European Subsidiaries,  have been translated at current exchange
         rates,  and related  revenues  and  expenses  have been  translated  at
         average  rates of  exchange  in  effect  during  the  year.  Cumulative
         translation adjustments have been classified within other comprehensive
         income (loss),  which is a separate component of stockholders equity in
         accordance  with  FASB  Statement  No.  130.  "Reporting  Comprehensive
         Income".

3.       In June 1998,  the FASB issued  SFAS 133,  "Accounting  for  Derivative
         Instruments and Hedging  Activities." This Statement requires companies
         to record  derivatives  on the balance sheet as assets or  liabilities,
         measured at fair value.  Gains or losses  resulting from changes in the
         values of those derivatives would be accounted for depending on the use
         of the derivative and whether it qualifies for hedge  accounting.  SFAS
         133 will be effective for the Company's fiscal year ending December 31,
         2001.  Adoption of this Statement did not have a significant  impact on
         the Company.

4.       The following table sets forth the computation of basic and diluted net
         income (loss) per share:



                                                                                             
                                                                                         Three months ended
                                                                                             March 31,
                                                                                             ---------
                                                                                         2001         2000
                                                                                         ----         ----
     Numerator:
       Net loss for basic and diluted net loss per share                             $   (156)    $    (699)

     Denominator:
       Denominator for basic net loss per share-weighted                                4,986         5,058
         average common shares

       Denominator for diluted net loss per share                                       4,986         5,058
        - adjusted weighted average common shares and assumed conversion

     Basic net loss per common share                                                 $  (0.03)    $   (0.14)

     Diluted net loss per common share                                               $  (0.03)    $   (0.14)




                                     Page 7



Notes to Condensed Consolidated Financial Statements (continued)

5.       Pursuant  to  an  Agreement,   dated  December  1,  2000  ("Stock  Sale
         Agreement"),  between the Company and PC-Ware Information  Technologies
         AG, a German  corporation  ("PC-Ware"),  on January 9, 2001 the Company
         sold  all of  the  shares  of its  European  subsidiaries  (except  for
         Programmer's  Paradise France S.A.R.L.) for 14,500,000  Euros, of which
         3,275,000  Euros are being held in a 240-day escrow as security for any
         claim of PC-Ware arising from alleged  breaches of  representations  by
         the Company under the Stock Sale Agreement.  Such claims are subject to
         a 300,000 Euro de minimus amount and a 7,500,000 Euro maximum amount.

6.       On  February  9, 2001,  the Company  entered  into a Loan and  Security
         Agreement (the "Loan  Agreement")  with Hudson United Bank  ("Hudson").
         The Loan Agreement  provides for a revolving  credit  facility of up to
         $5,000,000  with an initial term expiring  April 1, 2003. The amount of
         available  credit  is  determined  by the  level  of  certain  eligible
         accounts receivable. The facility bears interest at Hudson's prime rate
         (8.5% at March 31,  2001)  plus 1%.  Additionally,  the Loan  Agreement
         contains  various  covenants   including  a  financial   covenant  that
         generally  requires the Company to maintain a current ratio (as defined
         in the Loan  Agreement)  of 1.5 to 1. The Loan  Agreement is subject to
         customary  event  of  default  and   acceleration   provisions  and  is
         collateralized by substantially all of the Company's assets.

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

Overview

         Programmer's Paradise,  Inc. is a recognized  international marketer of
software   targeting  the  software   development  and  Information   Technology
professionals within enterprise organizations. The Company operates principally,
through five  distribution  channels in the United States and Canada - Internet,
catalog, direct sales, telemarketing, and wholesale distribution. Internet sales
encompass     the     Company's     two     e-Commerce     enabled     websites:
www.programmersparadise.com  and www.supershops.com.  Catalog operations include
worldwide  catalog sales,  advertising and publishing.  Direct sales  operations
include   Programmer's   Paradise   Corporate   Sales  in  the  United   States.
Telemarketing  operations  are  presently  conducted  in the  United  States and
Canada. Wholesale operations include distribution to dealers and large resellers
through Lifeboat  Distribution Inc. in the United States.  Information contained
on our web sites is not, and should not be deemed to be, a part of this report.

         The  Company's  strategic  focus is to expand its catalog and  Internet
activities  while  solidifying  its  position as the  predominant  direct  sales
company  for  corporate  desktop  application  software.  A key  element of that
strategy  is  to  build  upon  its   distinctive   catalogs  -  the  established
Programmer's Paradise catalog, directed at independent professional programmers,
and its  Programmer's  Supershop  catalog,  directed at  Information  Technology
professionals  working in large  corporations,  and to utilize  the  catalogs as
banner  advertising  for  developing  its internet  traffic as well as being the
initial conduit to developing its telemarketing channel. The Company's focus for
direct  sales is to  assist  companies  in  managing  their IT  expenditures,  a
value-added selling approach.


                                     Page 8



Results of Operations

         The  following  table  sets  forth for the  periods  indicated  certain
financial  information  derived  from the  Company's  consolidated  statement of
operations expressed as a percentage of net sales.


                                                            Three months ended
                                                                 March 31,
                                                            2001         2000
                                                            ----         ----

      Net sales                                            100.0%       100.0%
      Cost of sales                                         89.5         89.5
                                                           -----        -----
      Gross profit                                          10.5         10.1
      Selling, general and administrative expenses          11.8         11.5
      Amortization expense                                   0.2          0.6
                                                           -----        -----
      Income (loss) from operations                         (1.5)        (2.0)
      Interest income (expense), net                         0.4          0.0
      Unrealized foreign exchange gain (loss)                0.1         (0.1)
                                                           -----        -----
      Income (loss) before income taxes                     (1.0)        (2.1)
      Income taxes                                           0.4          0.8
                                                           -----        -----
      Net income (loss)                                     (0.6)%       (1.3)%
                                                           -----        -----

         The  commentary  of the results from the  Statements  of  Operations is
based upon the Pro Forma Statement of Operations as of March 31, 2001.

Net Sales

         Net sales of the Company represents the gross  consolidated  revenue of
the Company  less  returns.  Although  net sales  consist  primarily of sales of
software,  revenue from  marketing  services and  advertising  is also  included
within  net  sales.  Excluding  the  results of the  Company's  former  European
operations,  net sales  increased  11.2% to $24.2  million for the quarter ended
March 31,  2001 as compared  to $21.7  million for the same period in 2000.  The
increase  in  sales is  mainly  attributable  to  improved  account  management,
customer  service  responsiveness,  and  providing  customers  with  competitive
pricing.

Gross Profit

     Gross profit represents the difference between net sales and cost of sales.
Cost of sales is composed primarily of amounts paid by the Company to publishers
and vendors  plus  catalog  printing  and mailing  costs.  Publisher  and vendor
rebates are credited  against cost of sales.  For the  three-month  period ended
March 31, 2001,  gross profit as a percentage of sales  decreased  from 11.8% to
10.5% over the same period in 2000,  excluding  the  Company's  former  European
operations,  reflecting  a  shift  in the mix of  sales  through  the  Company's
distribution  channels  as a result of the  competition  within  the  direct and
wholesale distribution sales channels.  Gross profit in absolute dollars for the
three-month period ended March 31, 2001 remained consistent with the same period
in the prior year.

         Gross margins have been negatively affected by the mix of products sold
and the mix of distribution channels.  Historically,  the gross margins attained
in the  catalog  channel  have been  higher  than  either  the  direct  sales or
distribution channels.  Margins within the direct sales channel are also subject
to mix  variations as Microsoft  Select  License sales  typically  produce lower
gross margin results.


                                     Page 9



Selling, General and Administrative Expenses

         Selling,  general  and  administrative  ("SG&A")  expenses  include all
corporate personnel costs (including salaries and health benefits), depreciation
and amortization,  non-personnel-related  marketing and administrative costs and
the provision for doubtful  accounts.  Depreciation  and  amortization  consists
primarily of equipment depreciation and leasehold improvements.

         Excluding  the  Company's  former  European  operations,  SG&A expenses
decreased by 4% for the three  months ended March 31, 2001  compared to the same
period in 2000.  SG&A expenses in absolute  dollars for the  three-month  period
ended March 31, 2001  decreased by $115,000  when compared to the same period in
2000.  This  decrease   mainly  reflects  the  results  from  cost   containment
initiatives and improved cost control policies and procedures.

Amortization Expense

         Amortization  expense  includes the  systematic  write-off of goodwill.
Excluding the Company's former European operations, amortization expense for the
three months ended March 31, 2001  decreased by $274,000 as compared to the same
period  in 2000.  This  decrease  is a result  of the one time  charge  taken in
December 2000 for the impairment of goodwill  associated from the acquisition of
Software Developers Corporation.

Unrealized Foreign Exchange Gain (Loss)

         Excluding the Company's  former  European  operations,  the  unrealized
foreign  exchange  gain for the three  months  ended  March 31, 2001 was $16,000
compared to $29,000 in the same period in 2000. The unrealized gain in the first
three months of 2001 is primarily  due to the trade  activity  with our Canadian
subsidiary. Although the Company does maintain bank accounts in local currencies
to reduce currency exchange fluctuations, the Company is, nevertheless,  subject
to risks associated with such fluctuations.

Income Taxes

         Excluding the Company's former European  operations,  a net benefit for
income  taxes of $91,000 was recorded for the three months ended March 31, 2001,
compared to $265,000 for the same period in 2000.

Net Loss

         Excluding  the  Company's  former  European  operations,  net  loss was
$156,000  or $.03 per  share on a diluted  basis  with  approximately  4,986,000
weighted average common shares  outstanding for the quarter ended March 31, 2001
compared  to a loss of  $452,000  or $.09 per  share  on a  diluted  basis  with
approximately  5,058,000 weighted average common shares outstanding for the same
period of the previous year.

Liquidity and Capital Resources

         The Company's  capital  requirements have primarily been funded through
working capital  generated from continued  sales growth.  At March 31, 2001, the
Company's cash and cash  equivalents  were $10.3 million and working  capital of
$16.9 million.

         Net cash used for  operations  was $1.8  million  for the three  months
ended  March 31,  2001  compared  with $9.5  million of cash used for  operating
activities in the same period in 2000.  Cash was primarily used during the three
months ended March 31, 2001, for a reduction in accounts payable and

                                    Page 10



Liquidity and Capital Resources (continued)

accrued  expenses   (approximately  $2.6  million),   an  increase  in  accounts
receivable  (approximately  $1.1  million),  offset  by a  decrease  in  prepaid
expenses and other current assets (approximately $1.4 million).

         Net cash  provided by  investing  activities  was $9.2  million for the
three  months  ended  March 31,  2001  compared  with  $297,000 of cash used for
financing  activities  in the same  period  in  2000.  This  increase  primarily
reflects  the  $12.2  million  cash  received  for  the  sale  of  the  European
subsidiaries  completed  on January 9, 2001,  as well as the $2.9  million  cash
being held in a 240-day escrow as security for any claim of PC-Ware in the event
there are any alleged breaches of representations by the Company under the Stock
Sale Agreement.

         Net cash  provided by  financing  activities  was $1.1  million for the
three months ended March 31, 2001 compared with net cash used of $923,000 in the
same  period in 2000.  Net cash of $1.1  million was  provided  during the three
months ended March 31, 2001, by borrowings under the revolving credit facility.

         On  February  9, 2001,  the Company  entered  into a Loan and  Security
Agreement (the "Loan  Agreement") with Hudson United Bank  ("Hudson").  The Loan
Agreement provides for a revolving credit facility of up to $5.0 million with an
initial  term  expiring  April 1,  2003.  The  amount  of  available  credit  is
determined by the level of certain eligible  accounts  receivable.  The facility
bears  interest  at  Hudson's  prime  rate  (8.5% at March  31,  2001)  plus 1%.
Additionally,   the  Loan  Agreement  contains  various  covenants  including  a
financial  covenant  that  generally  requires the Company to maintain a current
ratio (as  defined in the Loan  Agreement)  of 1.5 to 1. The Loan  Agreement  is
subject  to  customary  event of  default  and  acceleration  provisions  and is
collateralized  by substantially all of the Company's assets. At March 31, 2001,
there was  approximately  $1.1 million  outstanding  under the revolving  credit
facility.

Forward-Looking Statements

         This report includes "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended.  Such statements
can be identified by the use of forward-looking  terminology such as "believes",
"expects",  "may", "will",  "should" or "anticipates" or the negative thereof or
comparable terminology, or by discussions of strategy. Statements in this report
regarding future events or conditions,  including  statements regarding industry
prospects and the Company's expected financial position,  business and financing
plans, are  forward-looking  statements.  Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it can
give no  assurance  that such  expectations  will  prove to have  been  correct.
Important  factors that could cause actual results to differ materially from the
Company's  expectations  are  disclosed in this report as well as the  Company's
most recent  annual  report on Form 10-K,  and include  risks and  uncertainties
related to the continued  acceptance of the  Company's  distribution  channel by
vendors and customers,  the timely  availability and acceptance of new products,
and contribution of key vendor  relationships and support  programs,  as well as
factors that affect software industry generally. The Company cautions the reader
that this list of factors may not be exhaustive.

         The  Company  operates  in a rapidly  changing  business,  and new risk
factors emerge from time to time.  Management  cannot predict every risk factor,
nor can it assess the impact,  if any, of all such risk factors on the Company's
business or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those projected in any  forward-looking
statements. Accordingly, forward-looking statements should not be relied upon as
a  prediction  of actual  results and readers are  cautioned  not to place undue
reliance  on these  forward-looking  statements,  which  speak  only as of their
dates.  The Company  undertakes no  obligation to publicly  update or revise any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.

                                    Page 11



Item 3. Quantitative and Qualitative Disclosures about Market Risk

Foreign Exchange

         The Company's shipments to its Canadian Subsidiary are invoiced in U.S.
dollars.  The Company  believes its foreign  exchange  exposure  caused by these
shipments  is  insignificant.  The  Company  is,  however,  exposed to  exchange
conversion  differences  in  translating  results of operations for its Canadian
Subsidiary to U.S. dollars. Depending upon the strengthening or weakening of the
U.S. dollar, these conversion differences could be significant.

         Sales to the customers in European  countries are  denominated  in U.S.
dollars.  The Company does not hedge its net asset exposure to  fluctuations  in
the U.S.  Dollar against any such local currency  exchange  rates.  Although the
Company does not maintain bank accounts in local  currencies to reduce  currency
exchange fluctuations, the Company is, nevertheless, subject to risks associated
with such fluctuations.


                                    Page 12



PART II - OTHER INFORMATION

Item 1. Legal Proceedings

         The Company is subject to certain  legal  proceedings  and claims which
have arisen in the  ordinary  course of  business  and which have not been fully
adjudicated.   The  results  of  legal  proceedings  cannot  be  predicted  with
certainty;  however,  in the opinion of management,  the Company does not have a
potential  liability related to any legal proceedings and claims that would have
a material adverse effect on its financial condition or results of operations.

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

         The Company  submitted the Stock Sale Agreement between the Company and
PC-Ware Information  Technologies AG for a vote of its stockholders at a special
meeting on December  21, 2000  (adjourned  to January 3,  2001).  The  following
indicates the results of the voting on the Stock Sale Agreement:

              3,100,694 shares (59.5%) voted for approval
                  4,500 shares (0.1%) voted against approval
                  2,950 shares (0.0%) abstained
              2,101,981 shares (40.4%) were broker non-votes
              -----------------------------------------------------
              5,210,125 shares were outstanding and entitled to vote


Item 6. Exhibits and Reports on Form 8-K

        (a)      Reports on Form 8-K

                 A  Current  Report  on Form  8-K was  filed by the  Company  on
                 February 9, 2001  relating to the Loan and  Security  Agreement
                 dated  February 7, 2001  between the Company and Hudson  United
                 Bank.


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                                   SIGNATURES

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




                                            PROGRAMMER'S PARADISE, INC.




         May 15, 2001                       By:   /s/   William H. Sheehy
-------------------------------                   ------------------------
         Date                                     William H. Sheehy, Chief
                                                   Financial Officer,
                                                  Vice President of Finance


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