As filed with the Securities and Exchange Commission on February 9, 2001

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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



                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



       Date of report (Date of earliest event reported): February 7, 2001



                           Programmer's Paradise, Inc.
                          ---------------------------
             (Exact name of Registrant as specified in its charter)




          Delaware                     000-26408                 13-3136104
          --------                     ---------                 ----------
(State of Other Jurisdiction          (Commission              (IRS Employer
      of Incorporation)               File Number)           Identification No.)




1157 Shrewsbury Avenue, Shrewsbury, New Jersey                     07702
- ----------------------------------------------                     -----
   (Address of Principal Executive Offices)                      (Zip Code)




Registrant's telephone number, including area code:  (732) 389-8950


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Item 5.  Other Events.

     Registrant  entered into a Loan and Security  Agreement  dated  February 7,
2001 with Hudson United Bank. The Loan and Security  Agreement has been filed as
Exhibit 10.42 to this report and is incorporated by reference herein.

     Registrant  announced the  foregoing in a press  release dated  February 9,
2001, which has been filed as Exhibit 99.1 to this report.



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

     (c)   Exhibits

           10.42  Loan and Security  Agreement,  dated February 7, 2001, between
                  Hudson United Bank and Registrant.

           99.1   Press Release, dated February 9, 2001.



                                    SIGNATURE

     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 hereunto duly authorized.


                                                PROGRAMMER'S PARADISE, INC.

Dated:  February 9, 2001                        By: /s/ William H. Sheehy
                                                    -------------------------
                                                      William H. Sheehy
                                                      Chief Financial Officer




                                 EXHIBITS INDEX


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

10.42             Loan and Security Agreement, dated February 7, 2001,
                  between Hudson United Bank and Registrant.

99.1              Press Release, dated February 9, 2001.