Filed by PC Connection, Inc.
                                                  Pursuant to Rule 425 under the
                                                          Securities Act of 1933
                                                   Commission File No. 333-63272
                                          Subject Companies: PC Connection, Inc.
                                                      and Cyberian Outpost, Inc.


                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  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):  August 22,2001
                                                          --------------

                              PC CONNECTION, INC.
             (Exact name of registrant as specified in its charter)

    Delaware                        0-23827                       02-0513618
(State or other                 (Commission File                (IRS Employer
jurisdiction of                     Number)                  Identification No.)
 incorporation)

          Route 101A, 730 Milford Road, Merrimack New Hampshire   03054
               (Address of principal executive offices)         (Zip Code)

      Registrant's telephone number, including area code: (603) 423-2000
                                                          --------------

                                 Not Applicable
         (Former name or former address, if changed since last report)


ITEM 5.  OTHER EVENTS

     On August 22, 2001, the Company issued a press release, which is attached
herewith as Exhibit 99.1, announcing today that PC Connection has determined, in
            ------------
response to an inquiry from Cyberian Outpost, Inc., that if Cyberian Outpost is
unable to fulfill the net worth condition in the Merger Agreement between the
two parties, PC Connection will not waive that condition. Cyberian Outpost has
informed PC Connection that it may not be able to fulfill this net worth
condition. The failure of Cyberian Outpost to meet this condition would mean
that the merger between the two parties would not be consummated. In light of
these developments, Cyberian Outpost has initiated conversations with other
interested parties with respect to a possible acquisition.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (c)  99.1 Press Release

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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 hereunto duly authorized.

Date:  August 22, 2001                PC CONNECTION, INC.



                                      By: /s/ Mark A. Gavin
                                          -----------------
                                          Name: Mark A. Gavin
                                          Title: Senior Vice President of
                                          Finance and Chief Financial Officer


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                                 EXHIBIT INDEX

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

99.1                 Press Release

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                                                                    Exhibit 99.1
                                                                    ------------
                         NEWS FROM PC CONNECTION, INC.
                         -----------------------------
  730 Milford Road, Merrimack, NH 03054 * 603-423-2167 * www.pcconnection.com


For more      PC Connection, Inc.
information   Mark A. Gavin
contact:      Senior Vice President of Finance and Chief Financial Officer
              (603) 423-2451

              Cyberian Outpost, Inc.
              Christopher J. Walls
              VP, Corporate Counsel
              (860) 927-2318
              FOR IMMEDIATE RELEASE
              ---------------------

           PC CONNECTION AND CYBERIAN OUTPOST PROVIDE MERGER UPDATE

MERRIMACK, NH - AUGUST 22, 2001 - PC Connection, Inc. (NASDAQ: PCCC) and
Cyberian Outpost, Inc. (NASDAQ: COOL), announced today that PC Connection has
determined, in response to an inquiry from Cyberian Outpost, Inc. (NASDAQ:
COOL), that if Cyberian Outpost is unable to fulfill the net worth condition in
the Merger Agreement between the two parties, PC Connection will not waive that
condition. Cyberian Outpost has informed PC Connection that it may not be able
to fulfill this net worth condition. The failure of Cyberian Outpost to meet
this condition would mean that the merger between the two parties would not be
consummated. In light of these developments, Cyberian Outpost has initiated
conversations with other interested parties with respect to a possible
acquisition.

Darryl Peck, President and Chief Executive Officer of Cyberian Outpost, noted,
"In the past week Cyberian took over 13,000 orders which represented $4.1
million in revenues."

Wayne Wilson, President and Chief Operating Officer of PC Connection, said, "We
believe that due to the strength of our core business -- selling high-end
technology products and solutions to small- and medium-sized businesses,
educational institutions, and government agencies -- PC Connection will continue
to be a leader in the information technology marketplace."

ABOUT PC CONNECTION, INC.

PC Connection, Inc., a Fortune 1000 company, is a rapid-response provider of
information technology products and solutions. The Company offers more than
100,000 brand-name products through its staff of technically-trained outbound
sales account managers and catalog telesales representatives, its comprehensive
web sites at www.pcconnection.com, www.macconnection.com and www.comteq.com, and
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its catalogs PC Connection (1-800-800-5555) and MacConnection (1-800-800-2222).
Through its full-service Distribution and Custom-Configuration Center, PC
Connection can deliver custom-configured computer systems overnight.

ABOUT OUTPOST.COM

Outpost.com, established in 1995, is a leading Internet retailer of consumer
technology products.  Outpost.com has been named the top-rated consumer shopping
experience on the web by the on-line shoppers' rating service Bizrate.com,
receiving the "Circle of Excellence Award"  for Holiday 2000 and the 1999, 2000
and 2001 #1 PowerRanking for Computing by Forrester Research. Today, Outpost.com
has an existing customer base of over 1.4 million. The Company has partnered
with leading consumer electronics retailer Tweeter Home Entertainment Group
expanding its clicks and mortar presence. As a full service provider (FSP),
Outpost.com provides its partners with e-commerce solutions encompassing site
design, site maintenance, order management and fulfillment.


OTHER IMPORTANT INFORMATION

PC Connection has filed a Registration Statement on SEC Form S-4 (File Number
333-63272) in connection with the merger, including therein a Proxy
Statement/Prospectus for the stockholders of Cyberian Outpost containing
information about the merger.  Investors and security holders are urged to read
the Registration Statement and the Proxy Statement/Prospectus carefully.  The
Registration Statement and the Proxy Statement/Prospectus contain important
information about PC Connection, Cyberian Outpost, and the merger and related
matters. Investors and security holders can obtain free copies of these
documents through the web site maintained by the U.S. Securities and Exchange
Commission at http//www.sec.gov.

In addition to the Registration Statement and the Proxy Statement/Prospectus, PC
Connection and Cyberian Outpost files annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission.  You may read and copy any reports, statements and other information
filed by PC Connection and Cyberian Outpost at the SEC public reference rooms at
450 Fifth Street, N.W., Washington, D.C. 20549 or at the Commission's other
public reference rooms in New York, New York and Chicago, Illinois. Please call
the Commission at 1-800-SEC-0330 for further information on public reference
rooms. PC Connection's and Cyberian Outpost's filings with the Commission also
are available to the public from commercial document-retrieval services and at
the web site maintained by the Commission at http//www.sec.gov.

Cyberian Outpost, its directors, executive officers and certain members of
management and employees may be considered participants in the solicitation of
proxies in connection with the merger.  Information concerning Cyberian
Outpost's directors and executive officers can be found in the Form 10-K for the
year ended February 28, 2001 as filed with the SEC.  Certain directors and
executive officers of Cyberian Outpost may have direct or indirect interests in
the merger due to securities holdings, vesting of options, and rights to
severance payments if their employment is terminated following the merger.  In
addition, directors and officers, after the merger, will be indemnified by PC
Connection, and benefit from insurance coverage, for liabilities that may arise
from their service as directors and officers of Cyberian Outpost prior to the
merger.  Additional information regarding the participants in the solicitation
is contained in the Proxy Statement/Prospectus.

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"Safe Harbor" Statement for PC Connection, Inc. under the Private Securities
Litigation Reform Act of 1995: This release may contain forward-looking
statements that are subject to risks and uncertainties, including, but not
limited to, the consummation of the proposed merger with Cyberian Outpost and
other risks detailed under the caption "Factors That May Affect Future Results
and Financial Condition" in PC Connection's 2000 Annual Report on Form 10-K
filed with the Securities and Exchange Commission for the year ended December
31, 2000.  These forward-looking statements involve certain risks and
uncertainties.  Such risks and uncertainties include whether the proposed merger
with Cyberian Outpost will be consummated and PC Connection's status as a
creditor of Cyberian Outpost.
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"Safe Harbor" Statement for Cyberian Outpost, Inc. under the Private Securities
Litigation Reform Act of 1995: This press release may contain forward-looking
statements, including statements about our intention to consummate the proposed
merger.  The statements in this release are not guarantees of future performance
and actual results could differ materially from current expectations as a result
of numerous factors.  Potential risks and uncertainties include, but are not
limited to: the inability to consummate the merger due to the stockholders not
approving the merger or the inability of Cyberian Outpost to fulfill the closing
conditions set forth in the agreement, computer sales may continue to slow,
and/or its average order size may decrease; the ability to attract and retain
key personnel and customers; actual results in connection with continuing or
discontinued operations and other risks detailed in Cyberian Outpost's reports
filed with the Securities and Exchange Commission.  In the event the merger is
not consummated, potential risks and uncertainties include, but are not limited
to the availability of continued financing; Cyberian Outpost's ability to
address its financing obligations in light of its existing debt obligations and
market conditions; the results of efforts to implement the company's business
strategy, including filing for restructuring; Cyberian Outpost may be unable to
enter into strategic alternatives on favorable terms or at all, the uncertainty
of Cyberian Outpost's ability to continue as a going concern, the possibility of
delisting of Cyberian Outpost's common stock from the Nasdaq National Market and
the effect that Cyberian Outpost's financial condition may have on the
willingness of customers to purchase product from Outpost.com or on its
relationships with vendors and suppliers and their willingness and ability to
supply Cyberian Outpost with inventory.
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