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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

(Mark One)

For the quarterly period ended: September 30, 2003

OR

For the transition period from                     to                    

Commission File Number: 0-25092

INSIGHT ENTERPRISES, INC.

1305 West Auto Drive, Tempe, Arizona 85284
(Address of principal executive offices) (Zip Code)

(480) 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.

Indicate by check mark whether registrant is an accelerated filer (as defined in rule 12b-2 of the Exchange Act).

The number of shares outstanding of the issuer’s common stock as of November 5, 2003 was 46,566,773.

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INSIGHT ENTERPRISES, INC.
FORM 10-Q QUARTERLY REPORT
Three Months Ended September 30, 2003

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INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES

FORWARD-LOOKING STATEMENTS

          Certain statements in this Quarterly Report on Form 10-Q, including statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part 1, Item 2, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include, among other statements, projections of matters that affect net sales, gross profit, operating expenses, earnings from operations or net earnings; projections of capital expenditures; projections for growth; hiring plans; plans for future operations, including the execution of acquisition integration plans; financing needs or plans; plans relating to our products and services; statements of belief; and statements of assumptions underlying any of the foregoing. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking information. Some of the important factors that could cause our actual results to differ materially from those projected in any forward-looking statements include, but are not limited to, the following:

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risks associated with our integration and operation of past and future acquired businesses;

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reduced demand for products and services in our industry;

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reliance on information and telephone communication systems;

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current unfavorable economic conditions;

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actions of competitors;

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changes in supplier reimbursement and buying programs;

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risks associated with international operations;

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reliance on a limited number of outsourcing clients;

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changes in state sales tax collection;

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changing methods of distribution;

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dependence on key personnel;

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reliance on suppliers;

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availability of short-term financing arrangements;

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rapid changes in product standards;

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intellectual property infringement claims;

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results of litigation;

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recently enacted and proposed changes in securities laws and regulations; and

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risks that are otherwise described from time to time in our Securities and Exchange Commission reports, including but not limited to the items discussed in “Factors that Could Affect Future Results” set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of this report.

We assume no obligation and do not intend to update any forward-looking statements.

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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements

INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES

See accompanying notes to condensed consolidated financial statements.

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INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES

See accompanying notes to condensed consolidated financial statements.

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INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES

See accompanying notes to condensed consolidated financial statements.

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INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES

See accompanying notes to condensed consolidated financial statements.

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INSIGHT ENTERPRISES, INC.

1.

Description of Business

          We are a leading provider of information technology (“IT”) products and services to businesses in the United States, Canada and the United Kingdom. Our offerings include brand name computing products, advanced IT services and outsourcing of business processes. Our business is organized in four operating segments:

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Single-source provider of IT products and services – North America (“Insight North America”);

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Direct marketer of IT products and services – United Kingdom (“Insight UK”);

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Business process outsourcing provider (“Direct Alliance”); and

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Other – Internet service provider (“PlusNet”).

          Insight North America is a leading single source provider of IT products and services, offering a broad line of over 200,000 brand name products primarily to businesses in the United States and Canada. Insight North America also offers its customers IT services such as advanced integration, custom configuration, network design, deployment and installation, as well as third-party services such as warranties, training and leasing. Insight North America sells these products and services through a staff of customer-dedicated account executives utilizing proactive outbound telephone-based sales, a customer-focused face-to-face field sales force and electronic commerce (primarily the Internet).

          Insight UK is a direct marketer of IT products and services, offering a broad line of over 70,000 brand name products to businesses in the United Kingdom. Insight UK sells these products through a staff of customer-dedicated account executives utilizing proactive outbound telephone-based sales, a customer-focused face-to-face field sales force, a comprehensive catalog mailed to regular and prospective buyers that generates in-bound telephone calls and electronic commerce (primarily the Internet).

          Direct Alliance provides marketplace solutions in the areas of logistics and supply chain management, financial services, direct sales and channel management, direct marketing and analytics using proprietary technology, infrastructure and processes. Direct Alliance’s services enable manufacturers of brand name products to sell directly to customers and support existing indirect sales channels in a cost-effective and timely manner.

          PlusNet offers broadband and “dial-up” Internet access to businesses and consumers in the United Kingdom.

2.

Basis of Presentation

          In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustm