EXHIBIT 21

                                                              November __, 1999


Dear Stockholder:

         Your  directors  have  voted to  adopt a Stock  Purchase  Rights  Plan,
intended to encourage any potential acquirer of Programmer's  Paradise,  Inc. to
negotiate  directly with the Board of Directors.  The rights plan should help to
protect you against possible  coercive or unfair  unilateral  takeover  tactics,
such as the  acquisition of controlling  stock positions  without  offering fair
value to all stockholders.

         To implement the rights plan,  your  directors have declared a dividend
of one preferred  stock purchase Right for each share of  Programmer's  Paradise
outstanding  Common  Stock.  The dividend is payable on November  18,  1999,  to
stockholders  of record on that date. If a person or group  acquires 20% or more
of Programmer's  Paradise common stock, other than pursuant to a tender offer on
terms  determined  by your  Board to be fair and in the  best  interests  of the
Company and its stockholders, each holder of a Right, other than the 20% holder,
will thereafter have the right to purchase common stock of Programmer's Paradise
with a market value of twice the exercise price of the Right. Rights held by the
20% holder will be void.

         A summary of the Rights is enclosed with this letter.  We encourage you
to read that summary carefully.

         Adoption of the rights plan neither  weakens the financial  strength of
the Company nor interferes with its business  plans.  The issuance of the Rights
has no dilutive  effect,  will not affect  reported  earnings per share,  is not
presently  taxable to you or to the Company and will not change the way in which
you presently trade in the Company's  shares.  No certificates  representing the
Rights will be  distributed to you unless the Rights become  exercisable,  which
would only happen upon  certain  triggering  events  described  in the  enclosed
summary.

         Your Board and management  are confident in the long-term  potential of
the Company.  We feel deeply our  responsibility  to serve the best interests of
all  stockholders.  You can be certain that we will  continue to  implement  and
pursue   business   strategies  and  programs  that  are  consistent  with  this
responsibility.



                                               Sincerely,



                                               William H. Willett
                                               Chief Executive Officer and
                                               Chairman of the Board