1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)
             [ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 1997

                                       OR

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

             for the transition period from       to      
                                            -----    -----

                         Commission File Number: 0-25092


                            INSIGHT ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)


      DELAWARE                                        86-0766246
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
   incorporation or organization)

                  6820 SOUTH HARL AVENUE, TEMPE, ARIZONA 85283
                    (Address of principal executive offices)

                                 (602) 902-1001
              (Registrant's telephone number, including Area Code)

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

                        Yes    X                      No
                            ------                       -----

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

CLASS: COMMON STOCK          OUTSTANDING SHARES AT OCTOBER 31, 1997: 10,273,550
- -------------------          --------------------------------------------------
   2
                            INSIGHT ENTERPRISES, INC.


                                      INDEX



                                                                            PAGE

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements:

  Condensed Consolidated Balance Sheets -
  September 30, 1997 and June 30, 1997..................................      3

  Condensed Consolidated Statements of Earnings -
  Three Months Ended September 30, 1997 and 1996........................      4

  Condensed Consolidated Statements of Cash Flows -
  Three Months Ended September 30, 1997 and 1996........................      5

  Notes to Condensed Consolidated Financial Statements..................    6-7

Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations...............................................   8-12


PART II - OTHER INFORMATION.............................................     13

SIGNATURE...............................................................     14





                                       2
   3
                   INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)



                                                                  SEPTEMBER 30,   JUNE 30,
                                                                      1997          1997
                                                                    ---------     ---------
                                                                   (UNAUDITED)
                                      ASSETS
                                                                           
Current assets:
   Cash and cash equivalents ...................................    $   3,525     $   8,582
   Accounts receivable, net ....................................       85,635        68,743
   Inventories .................................................       32,781        24,596
   Other current assets ........................................        4,440         3,574
                                                                    ---------     ---------
         Total current assets ..................................      126,381       105,495

Property and equipment, net ....................................       19,236        17,139
Other assets ...................................................          100           230
                                                                    ---------     ---------
                                                                    $ 145,717     $ 122,864
                                                                    =========     =========

                       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable ............................................    $  42,464     $  28,630
   Accrued expenses and other current liabilities ..............        3,199         3,024
                                                                    ---------     ---------
         Total current liabilities .............................       45,663        31,654

Line of credit .................................................        3,700          --

Stockholders' equity:
   Preferred stock, $.01 par value, 3,000,000 shares authorized,
     no shares issued ..........................................         --            --
   Common stock, $.01 par value, 30,000,000 shares authorized,
     10,268,642 at September 30, 1997 and 10,159,134 at
     June 30, 1997 shares issued and outstanding ...............          103           102
   Paid-in capital .............................................       70,556        68,937
   Retained earnings ...........................................       25,697        22,171
   Foreign currency translation adjustment .....................           (2)         --
                                                                    ---------     ---------
         Total stockholders' equity ............................       96,354        91,210
                                                                    ---------     ---------
                                                                    $ 145,717     $ 122,864
                                                                    =========     =========



      See accompanying notes to condensed consolidated financial statements.



                                       3
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                   INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                     (IN THOUSANDS, EXCEPT PER SHARE AMOUNT)
                                   (UNAUDITED)



                                                         THREE MONTHS ENDED
                                                            SEPTEMBER 30,
                                                          1997         1996
                                                       ---------     --------- 
                                                                      
Net sales .........................................    $ 171,326     $ 102,383 
Costs of goods sold ...............................      150,280        88,434 
                                                       ---------     --------- 
      Gross profit ................................       21,046        13,949 
Selling, general and administrative expenses .......      15,090        10,919 
                                                       ---------     --------- 
      Earnings from operations ....................        5,956         3,030 
Non-operating income (expense), net ...............          (40)           45 
                                                       ---------     --------- 
      Earnings before income taxes ................        5,916         3,075 
Income tax expense ................................        2,390         1,217 
                                                       ---------     --------- 
      Net earnings ................................    $   3,526     $   1,858 
                                                       =========     ========= 
                                                                               
Net earnings per share ............................    $    0.33     $    0.21 
                                                       =========     ========= 
Shares used in net earnings per                                                
   share calculation ..............................       10,741         8,734 
                                                       =========     ========= 

                                                       

      See accompanying notes to condensed consolidated financial statements.


                                       4
   5
                   INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                 (IN THOUSANDS)
                                   (UNAUDITED)



                                                           THREE MONTHS ENDED SEPTEMBER 30,
                                                           --------------------------------
                                                              1997                 1996
                                                           -------------       ------------
                                                                               
Cash flows from operating activities:                                       
   Net earnings ..........................................   $  3,526           $  1,858
   Adjustments to reconcile net earnings to net cash                        
      used in operating activities:                                         
      Depreciation .......................................        649                285
      Tax benefit from stock options exercised ...........        882                103
      Provision for losses on accounts receivable ........        593                614
      Provision for obsolete and slow-moving                                
         inventories .....................................        185                104
      Deferred income tax benefit ........................     (1,181)              (822)
      Change in assets and liabilities:                                     
         Decrease (increase) in accounts receivable ......    (17,485)                68
         Decrease (increase) in inventories ..............     (8,370)               870
         Decrease (increase) in prepaid expenses                            
            and other current assets .....................        315               (252)
         Decrease in other assets ........................        130                403
         Increase in accounts payable ....................     13,834              3,403
         Increase in accrued expenses and other                             
            current liabilities ..........................        175                164
                                                             --------           --------
            Net cash used in operating activities ........     (6,747)             6,798
                                                             --------           --------
Cash flows from investing activities:                                       
   Purchases of property and equipment ...................     (2,746)            (3,038)
                                                             --------           --------
            Net cash used in investing activities ........     (2,746)            (3,038)
                                                             --------           --------
Cash flows from financing activities:                                       
   Net borrowings on line of credit ......................      3,700               --
   Issuance of common stock ..............................        738                229
                                                             --------           --------
            Net cash provided by financing activities ....      4,438                229
                                                             --------           --------
Effect of exchange rate on cash and cash equivalents .....         (2)              --
                                                             --------           --------
Increase (decrease)  in cash and cash equivalents ........     (5,057)             3,989
Cash and cash equivalents at beginning of period .........      8,582              5,300
                                                             --------           --------
Cash and cash equivalents at end of period ...............   $  3,525           $  9,289
                                                             ========           ========
                                                                            

                                                                     

      See accompanying notes to condensed consolidated financial statements.



                                       5
   6
                            INSIGHT ENTERPRISES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



1.    DESCRIPTION OF BUSINESS

      Insight Enterprises, Inc. and subsidiaries ("INSIGHT" or the "Company") is
a direct marketer of computers, hardware and software. INSIGHT markets primarily
to small and medium-sized enterprises, through a combination of outbound
telemarketing, targeted direct mail catalogs and advertisements in computer
magazines and publications. Additionally, Insight provides direct marketing
services to manufacturers seeking to outsource their direct marketing
activities. The services provided include marketing, sales and distribution.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Presentation

      The condensed consolidated financial statements include the accounts of
Insight Enterprises, Inc. and its wholly-owned subsidiaries. Intercompany
accounts and transactions have been eliminated in consolidation.

      On August 13, 1997, the Company's Board of Directors approved a 3-for-2
stock split effected in the form of a stock dividend and payable on September
17, 1997 to the stockholders of record at the close of business on August 27,
1997. All share amounts, share prices and net earnings per share have been
retroactively adjusted to reflect this 3-for-2 stock split.

      The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with the requirements of Form 10-Q and
consequently do not include all of the disclosure normally required by generally
accepted accounting principles. In the opinion of management, the accompanying
unaudited condensed consolidated financial statements contain all adjustments,
consisting only of normal recurring accruals, necessary to present fairly the
financial position of INSIGHT as of September 30, 1997 and June 30, 1997, the
results of operations for the three months ended September 30, 1997 and 1996,
and the cash flows for the three months ended September 30, 1997 and 1996. The
results of operations for such interim periods are not necessarily indicative of
results for the full year. It is suggested that these condensed consolidated
financial statements be read in conjunction with the financial statements,
including the related notes thereto, in INSIGHT's Annual Report on Form 10-K for
the year ended June 30, 1997.

Advertising Expense

      Costs of direct-response advertising are capitalized and amortized over
the expected revenue stream, generally three months, while other advertising
costs are expensed as incurred. All advertising costs are recorded net of
related supplier reimbursements. Direct response advertising consists primarily
of costs incurred to develop and distribute catalogs and magazine
advertisements. At September 30, 1997 and June 30, 1997, net advertising costs
of $78,000 and $179,000, respectively, were deferred and are included in other
assets.



                                       6
   7
                            INSIGHT ENTERPRISES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

      In accordance with the provisions of Accounting Principles Board Opinion
No. 25 "Accounting for Stock Issued to Employees", the Company measures
stock-based compensation expense as the excess of the market price at the grant
date over the amount the employee must pay for the stock. The Company's policy
is to generally grant stock options at fair market value at the date of grant,
so no compensation expense is recognized.

3.    LINE OF CREDIT

      INSIGHT has a $70,000,000 credit facility. The credit facility provides
for cash advances outstanding at any one time up to a maximum of $70,000,000 on
the line of credit, subject to limitations based upon the Company's eligible
accounts receivable and inventories. Cash advances under the line of credit bear
interest at the London Interbank Offered Rate (LIBOR) plus 1.40% (7.56% at
September 30, 1997) payable monthly. Additionally, the credit facility is used
to facilitate the purchases of inventories from certain vendors and this amount
is classified on the balance sheet as accounts payable. At September 30, 1997,
the outstanding balance of this additional portion of the credit facility was
$14,198,000. As of September 30, 1997, $41,933,000 was available under the line
of credit. The credit facility expires in August 2000 and is secured by
substantially all of the assets of INSIGHT. The credit facility contains various
covenants including the requirement that INSIGHT maintain a specified dollar
amount of tangible net worth.

4.    INCOME TAXES

      Income tax expense as provided for the three months ended September 30,
1997 and 1996 is based upon the estimated annual income tax rate of the Company.

5.    NET EARNINGS PER SHARE

      Net earnings per share for the three months ended September 30, 1997 and
1996 is calculated using 10,214,413 and 8,106,276, respectively, of weighted
average shares of common stock and 527,026 and 628,025, respectively, of common
stock equivalents outstanding during the period. The common stock equivalent
shares relate to the Company's stock options and warrants and are calculated
using the treasury stock method.



                                       7
   8
                            INSIGHT ENTERPRISES, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


      The following Management's Discussion and Analysis of Financial Conditions
and Results of Operations contains forward-looking statements that involve risks
and uncertainties. Forward-looking statements can be identified by the use of
forward-looking terminology such as "expects," "should," "believes," or
"anticipates" or the negative thereof or comparable terminology, or by
discussions of Company goals and strategy. The Company's actual results could
differ materially from those anticipated in these forward-looking statements as
a result of many factors, including but not limited to the following: the
continued acceptance of the Company's distribution channel by suppliers and
customers; changes in the personal computer industry, especially competitive
pressures, decreasing price margins, and inventory risks due to technological
developments or shifts in market demand; customer acceptance of electronic
commerce; and changes in costs, especially the price of paper for the Company's
catalogs and advertising. Additional factors are set forth under "Factors That
May Affect Future Results and Financial Conditions" in the Company's Annual
Report on Form 10-K for the year ended June 30, 1997, as filed with the
Securities and Exchange Commission.

OVERVIEW

      The Company commenced operations in 1988 as a direct marketer of hard disk
drives and other mass storage products. In fiscal 1991, the Company began
marketing its own Insight-brand microcomputers and in fiscal 1992 and 1993 added
peripherals, software and other name brand computers to its product line.
Through fiscal 1992, the Company based its marketing practices primarily on
advertising in computer magazines and the use of inbound toll-free
telemarketing. In fiscal 1993, the Company shifted its marketing strategy to
include the publication of proprietary catalogs and the use of outbound account
executives focused on the business, education and government markets. During
fiscal 1995, the Company began to de-emphasize the sale of Insight-branded
computers and discontinued the sale of Insight-branded computers in the second
quarter of fiscal 1996. Although the cost savings from this decision have
positively impacted earnings from operations, gross percentage has been
negatively affected.

      In fiscal 1997, Insight increased its focus on the business, education and
government markets, which aggregated approximately 90% of its business in the
fourth quarter of fiscal 1997. During fiscal 1996, the Company doubled its
catalog circulation to generate leads and aggressively test new lists. In fiscal
1997, the Company did not increase its catalog circulation because the Company
used the information generated from prior year tests and targeted its mailings
to its best prospective customers while increasing its focus on penetrating
existing accounts. To that end, the Company has recently hired a number of
senior sales managers and account executives, and plans to continue to actively
increase its account executive base by approximately 50 to 75, net, per quarter
during fiscal 1998.

      In order to leverage its infrastructure, the Company, in fiscal 1992,
began outsourcing direct marketing services to third parties. Under most of the
Company's outsourcing arrangements, the Company takes title to inventories of
products and assumes the risk of collection of accounts receivable in addition
to its sales functions. Revenues derived from the sales of such products are
included in the Company's net sales. Certain other outsourcing arrangements are
primarily service-based, and the Company generally derives net sales from these
types of arrangements based on a percentage of the net sales generated from
products sold. Accordingly, the rate of the Company's net sales growth in future
periods may be affected by the mix of outsourcing arrangements which are in
place from time to time. Additionally, some of the programs may be more seasonal
in nature, as their target customer can have cyclical buying patterns.
Outsourcing represented approximately 10% of the Company's sales in fiscal 1996
and approximately 7% in fiscal 1997.


                                       8
   9
                            INSIGHT ENTERPRISES, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

      Generally, pricing in the computer and related products industry is very
aggressive. The Company expects pricing pressures to continue and that it will
be required to reduce its prices to remain competitive. The continued acceptance
of electronic commerce might place additional pricing pressure on the Company.
Such price reductions could have a material adverse effect on the Company's
financial condition and results of operations.

                                  RESULTS OF OPERATIONS

      The following table sets forth for the fiscal periods indicated certain
financial data as a percentage of net sales:



                                                   THREE MONTHS ENDED 
                                                      SEPTEMBER 30,   
                                                   ------------------ 
                                                    1997       1996   
                                                   -----      -----   
                                                             
Net sales ...................................      100.0%     100.0%  
Costs of goods sold .........................       87.7       86.4   
                                                   -----      -----   
      Gross profit ..........................       12.3       13.6   
Selling, general and administrative                                   
   expenses .................................        8.8       10.6   
                                                   -----      -----   
      Earnings from operations ..............        3.5        3.0   
Non-operating income (expense), net .........       (0.1)       0.0   
                                                   -----      -----   
      Earnings before income taxes ..........        3.4        3.0   
Income tax expense ..........................        1.3        1.2   
                                                   -----      -----   
      Net earnings ..........................        2.1%       1.8%  
                                                   =====      =====   
                                           

THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1996

         Net Sales. Net sales increased $68.9 million, or 67%, to $171.3 million
for the three months ended September 30, 1997 from $102.4 million for the three
months ended September 30, 1996. Sales derived from direct marketing increased
$58.2 million, or 63%, to $151.0 million for the three months ended September
30, 1997 from $92.8 million for the three months ended September 30, 1996. The
increase in direct marketing sales resulted primarily from deeper account
penetration, a greater percentage of business customers, increased emphasis on
outbound telemarketing, increased account executive productivity, more effective
sales management, and an increase in the Company's customer base and average
order size. The percentage of net sales to business customers increased from 84%
for the three months ended September 30, 1996 to 91% for the three months ended
September 30, 1997. This continued shift to a customer segment that makes larger
purchases resulted in an increase in average order size, for the direct
marketing business, of 21% to $1,020 for the three months ended September 30,
1997 compared to $845 for the three months ended September 30, 1996. Sales
derived from outsourcing arrangements increased $10.7 million, or 112%, to $20.3
million for the three months ended September 30, 1997 from $9.6 million for the
three months ended September 30, 1996. The increase in sales from outsourcing
services resulted from the successful addition of new programs. Some of these
new outsourcing programs can be seasonal in nature, as their target customer can
have cyclical buying patterns. The Company is actively seeking other outsourcing
arrangements with major manufacturers.



                                       9
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                            INSIGHT ENTERPRISES, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

THREE MONTHS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996 (CONTINUED)

      Gross Profit. Gross profit increased $7.1 million, or 51%, to $21 million
for the three months ended September 30, 1997 from $13.9 million for the three
months ended September 30, 1996. As a percentage of sales, gross profit
decreased from 13.6% for the three months ended September 30, 1996 to 12.3% for
the three months ended September 30, 1997. As a percentage of net sales, gross
margin on the Company's direct marketing sales decreased due to a shift in
product mix and due to industry pricing pressures, but was partially offset by
the Company's ability, as a result of its increased volume and financial
position, to take advantage of supplier payment discounts, supplier
reimbursements, rebates and bulk purchasing opportunities. The Company
experienced significant growth in the notebooks and desktop computer category
which carries a lower gross profit percentage and a significant decline in hard
disk drives as a percentage of sales which carries a higher gross profit
percentage. The Company expects gross profit percentage from its direct
marketing sales to continue to decline in fiscal 1998 primarily due to
industry-wide pricing pressures and the continued shift in product mix. The
gross profit percentage on the Company's outsourcing business decreased
primarily as a result of a change in product mix within the revenue-based
portion of its outsourcing business. The addition of a new outsourcing program,
in the current quarter, had a significant impact on the overall gross profit
percentage. If the gross profit percentage is adjusted by removing this new
program, it would be 12.8%, which is comparable to the sequential quarter. This
new program is expected to continue in the future, but its sales are seasonal in
nature.

      Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $4.2 million, or 38%, to $15.1 million for the
three months ended September 30, 1997 from $10.9 million for the three months
ended September 30, 1996, but decreased as a percentage of net sales to 8.8% for
the three months ended September 30, 1997 from 10.6% for the three months ended
September 30, 1996. The decline was attributable to increased economies of
scale, the Company's continued shift in its marketing strategy, an increase in
supplier reimbursements from manufacturers and an increase in the average order
size. These decreases were partially offset by additional costs associated with
an increase in sales account executives, the costs of more than doubling the
size of the Company's sales and administrative facilities, and losses
experienced in the initial months of new outsourcing contracts.

      Non-Operating Income (Expense), Net. Non-operating income (expense), net,
which consists primarily of interest, changed to $40,000 of expense, net for the
three months ended September 30, 1997 from $45,000 of interest income, net for
the three months ended September 30, 1996. Interest expense primarily relates to
borrowings under the Company's line of credit which have been necessary to
finance the Company's growth. Additionally, the interest expense associated with
the Company's new sales and administrative facility was capitalized up to the
date of occupancy. Interest income was generated by the Company through short
term investments, some of which are tax advantaged bonds.

      Income Tax Expense. The Company's effective tax rate was 40.4% and 39.6%
for the quarters ended September 30, 1997 and 1996, respectively. The increase
in the effective tax rate reflects an increase in the Company's marginal tax
rate, which is partially offset by investments made in tax-advantaged bonds.



                                       10
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                            INSIGHT ENTERPRISES, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

THREE MONTHS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996 (CONTINUED)


SEASONALITY

      The Company has historically experienced seasonal fluctuations in its net
sales, earnings from operations and net earnings. As the Company has increased
its percentage of sales from the business, education and government markets, the
Company's quarterly net sales, earnings from operations and net earnings have
been less impacted by seasonality. The Company's net sales growth rate, earnings
from operations and net earnings as a percentage of net sales could be affected
by the mix of outsourcing arrangements which are in place from time to time.
Additionally, some of the outsourcing programs can be seasonal in nature, as
their target customers can have cyclical buying patterns.

LIQUIDITY AND CAPITAL RESOURCES

      In November 1996, the Company completed a public offering of common stock.
The Company received $37.4 million, net of underwriting discounts, commissions
and offering expenses. The Company used the net proceeds to repay amounts
outstanding under the line of credit and for general corporate purposes,
including working capital, capital expenditures and facilities expansion.

      The Company's primary capital needs have been to fund the working capital
requirements and capital expenditures necessitated by its sales growth.

      Historically, cash flows from operations have generally been negative due
primarily to increases in accounts receivable and inventories necessitated by
its sales growth. The Company's net cash used in operating activities was $6.7
million for the three months ended September 30, 1997, as compared to $6.8
provided by operating activities for the three months ended September 30, 1996.
The negative cash flow in the current year is primarily due to a $17.5 million
increase in accounts receivable and a $8.4 million increase in inventories.
These increases were primarily funded with a $13.8 million increase in accounts
payable, net borrowings of $3.7 million on the line of credit and net earnings
of $3.5 million.


                                       11
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                            INSIGHT ENTERPRISES, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

      Capital expenditures for the three months ended September 30, 1997 and
1996 were $2.7 million and $3.0 million, respectively. Capital expenditures for
the three months ended September 30, 1997 primarily relates to converting
employees from terminals to network-based personal computers, with access to the
Internet and the Company's intranet. Capital expenditures for the three months
ended September 30, 1996 primarily relates to the construction of a sales and
administration building in fiscal 1997. In total, the Company incurred
approximately $12.5 million in capital expenditures related to the acquisition
of the land and constructing and equipping the facility.

      The Company's future capital requirements include financing the growth of
working capital items such as accounts receivable and inventories, and the
purchase of property and equipment to accomplish future growth. The Company
anticipates that cash flow from operations together with the funds available
under its credit facility should be adequate to support the Company's presently
anticipated cash and working capital requirements through fiscal 1998. The
Company's ability to continue funding its planned growth beyond fiscal 1998 is
dependent upon its ability to generate sufficient cash flow or to obtain
additional funds through equity or debt financing, or from other sources of
financing, as may be required.



                                       12
   13
                           INSIGHT ENTERPRISES, INC.



PART II - OTHER INFORMATION (CONTINUED)


ITEM 1.     LEGAL PROCEEDINGS

            None

ITEM 2.     CHANGES IN SECURITIES

            None

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

            None

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

            (a) The Company's Annual Shareholders' Meeting was held on October
            30, 1997.

            (b) At the Annual Shareholders' Meeting, proposals were considered
            for: (i) the election of Timothy A. Crown and Stanley Laybourne as
            Class III directors to serve until the annual meeting of
            shareholders in 2000; and (ii) the approval of the Company's 1998
            Long-Term Incentive Plan.

               The director-nominees were elected and the Company's 1998
            Long-Term Incentive Plan were approved with the voting results as
            follows:



             Proposal                            Voted For  Voted Against  Abstained  Not Voted
                                                 ---------  -------------  ---------  ---------

             
                                                                                
             Election of Timothy A. Crown and    7,168,177      203,277          0    2,900,059
             Stanley Laybourne as Class III
             directors

             Approval of the Company's 1998       4,019,666    2,345,750     89,093    3,817,004
             Long-Term Incentive Plan





ITEM 5.     OTHER INFORMATION

            None

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            (a)  Exhibits

            Exhibit 27 - Financial Data Schedule

            (b)  Reports on Form 8-K

            None



                                       13
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                                   SIGNATURE



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


                                 INSIGHT ENTERPRISES, INC.



                                 BY: /s/  ERIC CROWN
                                     -------------------------------------
                                        ERIC J. CROWN
                                        CHIEF EXECUTIVE OFFICER





DATE:  NOVEMBER 10, 1997               BY: /s/  STANLEY LAYBOURNE
                                          --------------------------------
                                        STANLEY LAYBOURNE
                                        CHIEF FINANCIAL OFFICER, SECRETARY
                                        AND TREASURER




                                       14