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                                                                 EXHIBIT 10.3.1

                                  ROBERDS, INC.


                 AMENDED 1993 OUTSIDE DIRECTOR STOCK OPTION PLAN

                                NOVEMBER 1, 1996




1. Purpose. The purpose of the 1993 Outside Director Stock Option Plan (the
"Plan") is to advance the interests of Roberds, Inc. ("the Company") and its
stockholders by offering to members of the Company's Board of Directors who are
not employees of the Company ("Outside Directors") who share responsibility with
management for guiding the long term growth and profitability of the Company,
the opportunity to acquire an equity interest in the Company, thereby achieving
a greater commonality of interest with other stockholders and providing an
additional incentive to such Directors to achieve the Company's long-term
business plans and objectives.


2. Awards Opportunities. Awards under the Plan shall be granted in the form of
non-qualified stock options.


3. Administration. (A) Committee. The Plan shall be administered by the
Company's Board of Directors (the "Board") or by a committee (the "Committee")
of the Board, as determined from time to time by the Board. The Committee shall
consist of no fewer than three directors of the Company who shall be appointed,
from time to time, by the Board. At any time that the Company has a class of
equity securities registered under Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), only directors who, at the time of
service, qualify as "non-employee directors" within the meaning of Rule 16b-3 or
its successor under the Exchange Act shall be members of the Committee. All
references in this Plan to the Board shall be understood to refer either to the
full Board or to the Committee, to the extent administration of the Plan has
been delegated by the Board to the Committee.

         (B) Authority. The board, or the Committee, to the extent the Board has
delegated such authority to the Committee, shall have full and final authority
with respect to the Plan (i) to interpret all provisions of the Plan consistent
with law; (ii) to adopt, amend and rescind general and special rules and
regulations for the Plan's administration; and (iii) to make all other
determinations necessary or advisable for the administration of the Plan. The
Board may, with the consistent of the person or persons entitled to exercise any
outstanding Option, amend such Option award consistent with the provisions of
the Plan.
         (C) Indemnification. No member of the Board shall be liable for any
action taken or determination made in good faith. The members of the Board and
the Committee shall be indemnified by the Company for any acts or omissions in
connection with the Plan to the full extent permitted by Ohio and Federal law.


4. Eligibility. Participation in the Plan shall be available to all Outside
Directors of the Company.


5. Stock Subject to Plan. Subject to adjustments as provided in Section 8(A)
hereof, the aggregate number of shares of common stock, without par value, of
the Company ("Shares") as to which awards may be granted under the Plan shall
not exceed 10,000 Shares. Such Shares may be authorized by unissued Shares or
treasury Shares.

         The Board shall maintain records showing the cumulative total of all
Shares subject to Options outstanding.

         If an Option granted hereunder shall expire or terminate for any reason
without having been fully exercised, then the Shares covered by the unexercised
portion of such Option shall again be available for the purposes of the Plan.

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6.       Options.          (A)      Allotment of Shares.  The Board shall, 
subject to the provisions of the Plan, grant to Outside Directors following
adoption of the Plan by the Board, subject to approval of the Plan by the
Company stockholders, Options to purchase Shares.

         Each Outside Director serving at the time the Plan is approved by the
Shareholders will be allotted one Option in the amount of 2,000 shares.
Thereafter, each new Outside Director, upon election and taking of office shall
receive an Option for 2,000 shares. All Options shall be the form attached
hereto.

         (B) Option Price. The price per share at which each Option granted
under the Plan may be exercised shall be the fair market value of a Share at the
time such Option is granted.

         (C) Option Period. The effective date of a grant of each Option shall
be the later of (i) the date the Plan is approved by the stockholders of the
Company or (II) the date an Outside Director takes office. An Option granted
under the Plan shall terminate, and the right of the participant (or the
participant's estate, personal representative, or beneficiary) to purchase
Shares upon exercise of the Option shall expire, 10 years from the date the
Option is granted (the "Termination Date").

         (D)      Exercise of Options.      (1)      By a Participant During 
         Continuous Board Service.

                  An Option will be exercisable on the first anniversary of the
         date the Option was granted and within the guidelines established by
         Section 6(E). The Board may at any time accelerate the exercisability
         of an Option. During the lifetime of a participant to whom an Option is
         granted, the Option may be exercised only by the participant or by the
         participant's attorney-in-fact or legal guardian as hereinafter
         provided.

                  A participant who has been a Director of the Company since the
         date of the Option grant is eligible to exercise all Options which are
         then exercisable up to the Termination Date of such Options and within
         the guidelines established by Section 6(E).

         (2)  By a former Director.

                  Participants whose membership on the Board of the Company has
         terminated for reasons other than permanent and total disability or
         death, must exercise all Options previously awarded within three (3)
         months after such termination and within the guidelines established by
         Section 6(E) (but no later than the Termination Date of the Options).
         The Board may extend up to an additional four (4) months (but no later
         than the expiration date of the Option) the period in which a
         non-qualified Option must be exercised if Section 16(b) of the
         Securities Exchange Act of 1934 would be applicable to the participant
         if the participant exercised the Option within three (3) months of
         termination. An Option may be exercised only for the number of Shares
         for which it could have been exercised at the time the participant
         terminated from the Board of the Company. Failure to exercise all
         Options within the designated time period will result in their
         termination.

         (3)      In Case of Permanent and Total Disability.

                  If a Director who was granted an Option terminates Board
         membership because of permanent and total disability, the Option must
         be exercised within one (1) year of such termination and within the
         guidelines established by Section 6(E) (but no later than the
         Termination Date of such Option). If the participant should die during
         such one (1) year period, the provisions contained in Section 6(D),
         Paragraph 4 hereof, shall apply. The Option may be exercised only for
         the number of shares for which it could have been exercised at the time
         the participant terminated as a Board member of the Company.

         (4)      In Case of Death.

                  If a participant who was granted an Option dies while a
         Director of the Company or during the one year period specified in
         Section 6(D), Paragraph 3, the Option must be exercised no later than
         the Termination Date of such Option by the participant's estate, or by
         a person who acquired the right to exercise the Option by bequest or
         inheritance and within the guidelines established by Section 6(E). The
         Option may be exercised 


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         only for the number of shares for which it could have been exercised
         at the time the participant terminated Board membership with the
         Company.

         (5)      Termination of Options.

                  An Option granted under the Plan shall be considered
         terminated in whole or in part, to the extent that, in accordance with
         the provisions of the Plan, it can no longer be exercised for Shares
         originally subject to the Option.

         (E)      Manner of Exercise and Payment.

         (1)      Exercise.

                  Each Option granted under this Plan shall be deemed exercised
         to the extent that the participant shall deliver to the Company written
         notice of the number of full Shares with respect to which the Option is
         being exercised. The participant shall at the same time tender to the
         Company payment in full for the shares for which the Option is
         exercised, which may be in cash or, subject to Section 6(E), Paragraph
         2 hereof, in previously issued Shares or partly in cash and partly in
         Shares, and shall comply with such other reasonable requirements as the
         Board may establish. These provisions shall not preclude exercise of an
         Option, or payment for Shares, by any other proper legal method
         specifically approved by the Board.

                  No person, estate or other entity shall have any of the rights
         of a stockholder with reference to Shares subject to an Option until a
         certificate for the Shares has been delivered.

                  An Option granted under this Plan may be exercised for any
         lesser number of whole Shares than the full amount for which it could
         then be exercised, provided, however, that the Board may require, in
         the agreement evidencing an Option, any partial exercise to be with
         respect to a specified minimum number of Shares. Such a partial
         exercise of an Option shall not affect the right to exercise the Option
         from time to time in accordance with the Plan for the remaining Shares
         subject to the Option.

         (2)      Payment in Shares.

                  The value of Shares delivered for payment of the option price
         shall be the fair market value of the Shares determined as provided in
         Section 6(B) on the date the Option is exercised. If certificates
         representing Shares are used to pay all or part of the exercise price
         of an Option, separate certificates shall be delivered by the Company
         representing the same number of Shares as each certificate so used, and
         an additional certificate or certificates shall be delivered
         representing the additional Shares to which the Option holder is
         entitled as a result of exercise of the Option. Notwithstanding the
         foregoing and the provisions of Section 6(E), paragraph (1), the Board,
         in its sole discretion, may refuse to accept Shares in payment of the
         option price of the Shares with respect to which such Option is to be
         exercised, in which event any certificates representing Shares that
         were actually received by the Company with the written notice of
         exercise shall be returned to the person exercising such Option
         together with notice by the Company of the refusal of the Company to
         accept such Shares.

         (3)      Award of Cash or Shares in Lieu of Exercise.

                  The Board may elect, in lieu of accepting payment of the
         option price and delivering any or all Shares as to which an Option has
         been exercised, to pay the holder of such Option an amount in cash or
         Shares, or a combination of cash and Shares, equal to the amount by
         which the fair market value (determined as provided in Section 6(B)) on
         the date of exercise of the Shares as to which such Option has been
         exercised exceeds the option price that would otherwise be payable by
         the holder of such Option for such Shares.

7. Other Provisions. (A) Adjustment of Shares. In the event that the outstanding
Shares are changed into or exchanged for a different number or kind of shares of
the Company or other securities of the Company by reason of merger,
consolidation, recapitalization, reclassification, stock split-up, stock
dividend or combination of 


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Shares, the Board shall make an appropriate and equitable adjustment in the
number and kind of Shares subject to outstanding Options, or portions thereof
then unexercised, and the number and kind of Shares subject to the Plan to the
end that after such event the Shares subject to the Plan and the participant's
right to a proportionate interest in the Company shall be maintained as before
the occurrence of such event. Such adjustment in an outstanding Option shall be
made without change in the total price applicable to the Option or the
unexercised portion of the Option (except for any change in the total price
resulting from rounding-off Share quantities or prices) and with any necessary
corresponding adjustment in option price per Share. Any such adjustment made by
the Board shall be final and binding upon all participants, the Company and all
other interested persons. The Board, in its sole discretion, may at any time
make or provide for such adjustments to the Plan or an Option granted thereunder
as it shall deem appropriate to prevent the reduction or enlargement of rights,
including adjustments in the event of changes in the outstanding common stock by
reason of mergers, consolidations, combinations or exchanges or shares,
separations, reorganizations, liquidations and the like in which the Company is
not the sole surviving successor to the assets or business of the Company
immediately prior thereto. In the event of any offer to holders of common stock
generally relating to the acquisition of their shares, the Board may make such
adjustments as it deems equitable in respect of outstanding Options. Any such
determination of the Board shall be conclusive.

         (B) Non-Transferability. No Option granted to a participant under this
Plan shall be transferable other than by will or the laws of descent and
distribution. Any attempt to transfer, assign, pledge, hypothecate or otherwise
dispose of, or to subject to execution, attachment or similar process, any
Option other than as permitted in the preceding sentence shall give no right to
the purported transferee.

         (C) Compliance with Law and Approval of Regulatory Bodies. No Option
shall be exercisable and no Shares shall be delivered under this Plan except in
compliance with all applicable Federal and state laws and regulations including,
without limitation, compliance with withholding tax requirements and with the
rules of all domestic stock exchanges on which the Company's shares may be
listed. Any share certificate issued to evidence Shares for which an Option is
exercised shall bear such legends and statements as the Board deems advisable in
order to assure compliance with Federal and state laws and regulations. No
Option shall be exercisable and no Shares shall be delivered until the Company
has obtained consent or approval from such regulatory bodies, Federal or state,
having jurisdiction over such matters as the Board may deem advisable.

         In the case of the exercise of an Option by a person or estate
acquiring the right to exercise the Option by bequest or inheritance, the Board
may require reasonable evidence as to the ownership of the Option, may require
such consents and releases of taxing authorities as it may deem advisable.

         (D) No Right to Board Membership. Neither the adoption of the Plan nor
its operation, nor any document describing or referring to the Plan, or any part
thereof, shall confer upon any participant under the Plan any right to continue
as a Board member of the Company.

         (E) Amendment and Termination. Subject to the terms of this Section
7(E), the Board may at any time suspend, amend or terminate the Plan. Except for
the adjustments made in accordance with Section 7(A), the Board may not, without
the consent of the holder of the Option, alter or impair any Option previously
granted during any suspension of the Plan or after termination thereof.

         In addition to Board approval of an amendment, if the amendment would
require approval by stockholders of the Company pursuant to any standards for
continued listing in any securities market in which the Company's securities are
listed, the receipt of such approval shall be a condition of such amendment.

         (F) Effective Date of the Plan. This Plan was adopted by the Board on
September 24, 1993 and by the Shareholders on September 24, 1993. The Plan shall
become effective on the date the Registration Statement filed by the Company
under the Securities Act of 1933 becomes effective with respect to Shares to be
issued pursuant to the Plans. Options may be granted prior to the date the Plan
becomes effective, but all such grants shall be subject to the Plan becoming
effective, as provided above.

         (G) Duration of the Plan. Unless previously terminated by the Board,
this Plan shall terminate at the close of business on December 31, 1998, and no
Option shall be granted under it thereafter, but such termination shall not
affect any Option theretofore granted.


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ROBERDS, INC., by

/s/ Robert M. Wilson
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Robert M. Wilson, its
Executive Vice President







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