<PAGE>   1



                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-K/A

         [X]   AMENDMENT NUMBER 2 TO ANNUAL REPORT PURSUANT TO
             SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1998

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

                         Commission File Number 0-22702

                                  ROBERDS, INC.

An Ohio Corporation                                      31-0801335
                                            (IRS Employer Identification Number)

                            1100 East Central Avenue
                             Dayton, Ohio 45449-1888
                                 (937) 859-5127

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                        Common Shares, without par value


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 requirements
for the past 90 days Yes X  No
                        ---   ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ].

At the close of trading on January 31, 1999, 6,159,311 common shares, without
par value, were outstanding. Of these, 1,911,989 common shares, having an
aggregate market value (based upon the average of the high and low trading
prices on that date) of approximately $3,803,485 were held by non-affiliates of
the Registrant. Common shares held by each executive officer and director, and
by each person who owned five percent or more of the outstanding common shares,
were excluded, in that such persons may be deemed to be affiliates. However,
such calculation does not constitute an admission or determination that any such
officer or director or holder of more than five percent of the outstanding
common shares is in fact an affiliate of the Registrant.


                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for its 1999 annual meeting of
shareholders are incorporated into Part III herein by reference.



                                       1
<PAGE>   2






Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the
undersigned registrant ("Registrant") hereby amends its annual report on Form
10-K for the fiscal year ended December 31, 1998 to include the following
information, financial statements, and exhibits required by Form 11-K with
respect to the Roberds, Inc. Profit Sharing and Employee Retirement Savings Plan
("Plan") for the year ended December 31, 1998. Roberds, Inc. is the issuer of
the securities held pursuant to the Plan. The schedules called for under Article
6A-05 in Regulation S-X have been omitted because they are inapplicable or the
required information has been given in the financial statements or notes
thereto:



        ROBERDS, INC. PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN


TABLE OF CONTENTS
-----------------
                                                                            Page
                                                                            ----

Independent Auditors' Report                                                 3

Financial Statements as of December 31, 1998 and 1997 and for the
  Year Ended December 31, 1998:

         Statement of Net Assets Available for Benefits                      4

         Statement of Changes in Net Assets Available for Benefits           5

         Notes To Financial Statements                                       6

Supplemental Schedules as of December 31, 1998 and for the Year
  Then Ended:

         Line 27(a) - Schedule of Assets Held for Investment Purposes       10

         Line 27(b) - Schedule of Loans or Fixed Income Obligations         11

         Line 27(d) - Schedule of Reportable Transactions                   12









                                       2
<PAGE>   3



INDEPENDENT AUDITORS' REPORT


Participants and Plan Administrator
Roberds, Inc. Profit Sharing and Employee
  Retirement Savings Plan:

We have audited the accompanying statements of net assets available for benefits
of Roberds, Inc. Profit Sharing and Employee Retirement Savings Plan ("Plan") as
of December 31, 1998 and 1997, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1998. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1998 and 1997, and the changes in net assets available for benefits
for the year ended December 31, 1998, in conformity with generally accepted
accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, listed in the
foregoing table of contents, are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.




DELOITTE & TOUCHE LLP
Dayton, Ohio
March 15, 1999




                                       3
<PAGE>   4



ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                      1998              1997
<S>                                                               <C>               <C>
INVESTMENTS (Note C):
  Mutual Funds, at fair value:
    AIM Equity Constellation Fund                                 $  809,727        $  691,411
    Ivy International Fund                                           439,153           378,032
    Merrill Lynch Basic Value Fund, Inc.                           2,057,408         1,763,059
    Merrill Lynch Capital Fund, Inc.                                  77,851            25,068
    Merrill Lynch Corporate Bond Fund, Inc. - Intermediate
      Term Portfolio                                                 399,277           464,977
    Merrill Lynch Equity Index Trust                                 292,207            67,101
    Merrill Lynch Federal Securities Trust                            17,924             4,946
    Merrill Lynch Global Allocation Fund,  Inc.                      534,733           439,433
    Merrill Lynch Growth Fund                                        432,801           621,094
    Merrill Lynch Retirement Preservation Trust Fund               2,315,654         2,346,432
    MFS Emerging Growth Fund                                         445,298           330,561
  Roberds, Inc. common stock                                         129,036            67,418
  Participant loans                                                  355,069           323,511
                                                                  ----------        ----------

          Total investments                                        8,306,138         7,523,043
                                                                  ----------        ----------

RECEIVABLES:
  Employer contributions                                              92,243            86,740
  Participant contributions                                           80,093            77,296
                                                                  ----------        ----------

           Total receivables                                         172,336           164,036
                                                                  ----------        ----------

ACCRUED INCOME                                                           518
                                                                  ----------        ----------

TOTAL ASSETS                                                       8,478,992         7,687,079
                                                                  ----------        ----------

LIABILITIES - Excess contributions refundable                          1,260            20,464
                                                                  ----------        ----------

NET ASSETS AVAILABLE FOR BENEFITS                                 $8,477,732        $7,666,615
                                                                  ==========        ==========
</TABLE>



See notes to financial statements.




                                       4
<PAGE>   5


ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1998
--------------------------------------------------------------------------------

<TABLE>


<S>                                                                   <C>
ADDITIONS (Note D):
  Investment income:
    Net appreciation in fair value of investments                     $   59,982
    Dividends and interest                                               453,618
                                                                      ----------

    Total investment income                                              513,600
                                                                      ----------

  Employer contributions                                                  92,243
  Participant contributions                                              958,554
  Participant rollover contributions                                      25,302
  Other additions                                                          1,037
                                                                      ----------

                                                                       1,077,136
                                                                      ----------

          Total additions                                              1,590,736
                                                                      ----------

DEDUCTIONS (Note D) -
  Benefits paid to participants                                          779,619
                                                                      ----------

NET INCREASE IN ASSETS AVAILABLE FOR BENEFITS                            811,117

NET ASSETS AVAILABLE FOR BENEFITS:
  Beginning of year                                                    7,666,615
                                                                      ----------

  End of year                                                         $8,477,732
                                                                      ==========
</TABLE>

See notes to financial statements.


                                       5
<PAGE>   6


ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
--------------------------------------------------------------------------------

A.    PLAN DESCRIPTION

      The following brief description of the Roberds, Inc. Profit Sharing and
      Employee Retirement Savings Plan ("Plan") provides only general
      information. Participants should refer to the Plan agreement for more
      complete information.

      GENERAL - The Plan is a defined contribution 401(k) profit sharing plan
      which covers all full-time employees of Roberds, Inc. ("Company") who are
      age 21 and older. Each year the Company may make discretionary
      contributions as determined by its Board of Directors. The Plan is subject
      to provisions of the Employment Retirement Income Security Act of 1974
      ("ERISA"). The Plan's administrator is Roberds, Inc. The Plan's trustee is
      Merrill Lynch Trust Company.

      PARTICIPANTS' ACCOUNTS - Participants may contribute up to 20% of their
      annual wages, subject to current Internal Revenue Service limitations. The
      Board of Directors of the Company has the discretion to determine the
      amount that the Company will contribute, in addition to the participants'
      deferral amounts, up to a maximum of 25% of the first six percent of each
      participant's pay that they contribute to the Plan. This match was 15% of
      the first 6% of each eligible participant's compensation contributed to
      the Plan in 1998 and 1997. This matching contribution is made in Roberds,
      Inc. common stock. Participants' accounts are credited with the
      participants' contribution and an allocation of (a) the Company's
      contributions, (b) investment net earnings, and (c) forfeitures of
      terminated participants' nonvested accounts. Allocations are based on
      participant wages, as defined. As of December 31, 1998, approximately
      $47,000 of forfeited amounts had not yet been allocated.

      Participants may designate investment of their 401(k) account balance in
      the following funds:

      -   AIM Equity Constellation Fund - the prospectus describes that this
          fund invests in equity securities.

      -   Ivy International Fund - the prospectus describes that this fund
          invests in equity securities traded in European, Pacific Basin, and
          Latin American markets.

      -   Merrill Lynch Basic Value Fund, Inc. - the prospectus describes that
          this fund invests in equity securities.

      -   Merrill Lynch Capital Fund, Inc. - the prospectus describes that this
          fund invests in equity, debt, and convertible securities.

      -   Merrill Lynch Corporate Bond Fund, Inc. - Intermediate Term Portfolio
          - the prospectus describes that this fund invests in corporate bonds.



                                       6
<PAGE>   7

      -   Merrill Lynch Equity Index Trust - the prospectus describes that this
          fund invests in equity securities.

      -   Merrill Lynch Federal Securities Trust - the prospectus describes that
          this fund invests in U.S. government and agency securities.

      -   Merrill Lynch Global Allocation Fund, Inc. - the prospectus describes
          that this fund invests in U.S. and foreign equity, debt and money
          market securities.

      -   Merrill Lynch Growth Fund - the prospectus describes that this fund
          invests in equity securities.

      -   Merrill Lynch Retirement Preservation Trust Fund - the prospectus
          describes that this fund invests in Guaranteed Investment Contracts
          and in U.S. government and agency securities.

      -   MFS Emerging Growth Fund - the prospectus describes that this fund
          invest in equity securities.

      -   Roberds, Inc. Common Stock

      Participants may change their investment options daily. The Plan requires
      a minimum investment per fund of 1% of participant contribution.

      VESTING - Participants are 100% vested in their voluntary contributions,
      plus actual earnings thereon. Participants are 100% vested (cliff vesting)
      in employer contributions after five years of service with the Company.

      PARTICIPANTS' LOANS - Participants may borrow from their fund accounts a
      minimum of $500 up to a maximum equal to the lesser of $50,000 or 50% of
      their account balance. Loan transactions are treated as a transfer to
      (from) the investment fund from (to) the participant loan fund. Loan terms
      range up to five years. The loans are secured by the balance in the
      participant's account and bear interest at the prime rate of interest,
      plus 1%. Principal and interest are paid through monthly payroll
      deductions.

      PAYMENT OF BENEFITS - Upon termination of service, a participant may elect
      distribution by payment in a lump sum equal to the value of the
      participant's account or by payment in monthly, quarterly or annual
      installments over certain fixed periods of time.

      TERMINATION - Although the Company has not expressed an intention to do
      so, the Plan may be terminated at the option of the Company at any time
      subject to the provisions of ERISA. If terminated, participants' vested
      interest will be distributed in accordance with the Plan.





                                       7
<PAGE>   8


B.    SIGNIFICANT ACCOUNTING POLICIES

      BASIS OF ACCOUNTING - The Plan's financial statements are maintained on
      the accrual basis.

      INVESTMENT VALUATION AND INCOME RECOGNITION - Mutual funds are stated at
      fair value. Participant loans are valued at cost which approximates fair
      value. Gains and losses on investment transactions are determined by the
      weighted average method.

      ADMINISTRATIVE EXPENSES are paid by the Company.

      PAYMENT OF BENEFITS are recorded when paid.

      USE OF ESTIMATES - The preparation of financial statements in conformity
      with generally accepted accounting principles requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the
      date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from
      those estimates.

C.    INVESTMENTS

      Investments at fair value exceeding five percent of the net assets of the
      Plan at December 31, 1998 and 1997 were:

<TABLE>
<CAPTION>
                                                                                           1998              1997

<S>                                                                                    <C>               <C>
          AIM Equity Constellation Fund                                                $  809,727        $  691,411
          Ivy International Fund                                                          439,153           378,032
          Merrill Lynch Basic Value Fund, Inc.                                          2,057,408         1,763,059
          Merrill Lynch Corporate Bond Fund, Inc. - Intermediate Term Portfolio                             464,977
          Merrill Lynch Global Allocation Fund, Inc.                                      534,733           439,433
          Merrill Lynch Growth Fund                                                       432,801           621,094
          Merrill Lynch Retirement Preservation Trust Fund                              2,315,654         2,346,432
          MFS Emerging Growth Fund                                                        445,298
          Other  (less than 5%)                                                         1,271,364           818,605
                                                                                       ----------        ----------

          Total                                                                        $8,306,138        $7,523,043
                                                                                       ==========        ==========
</TABLE>




                                       8
<PAGE>   9


D.     SUPPLEMENTAL FUND INFORMATION

      Supplemental information by fund for the year ended December 31, 1998 is
      as follows:

<TABLE>
<CAPTION>
                                     NET
                                 APPRECIATION
                                (DEPRECIATION)                                                 BENEFITS
                                   IN FAIR    DIVIDENDS   EMPLOYER  PARTICIPANT PARTICIPANT     PAID TO     OTHER
                                  VALUE OF       AND      CONTRI-    CONTRI-     ROLLOVER      PARTICI-    ADDITIONS/
                                 INVESTMENTS   INTEREST   BUTIONS    BUTIONS    CONTRIBUTIONS    PANTS     DEDUCTIONS

<S>                                 <C>         <C>        <C>       <C>             <C>      <C>        <C>
AIM Equity Constellation Fund       $ 105,664   $ 19,787   $         $ 125,801       $ 902    $ 112,349  $
Ivy International Fund                 19,532      7,504                51,023         309        6,317
Merrill Lynch Basic Value Fund, Inc.   60,439    156,628               206,556       5,805      188,644
Merrill Lynch Capital Fund, Inc.       (3,737)     4,452                22,142         902       24,928
Merrill Lynch Corporate Bond
  Fund, Inc. - Intermediate Term
  Portfolio                             3,907     24,015                44,686                   14,031
Merrill Lynch Equity Index Trust       45,590                           42,571       1,855       12,284
Merrill Lynch Federal Securities
  Trust                                    28        613                11,043                      427
Merrill Lynch Global Allocation
  Fund, Inc.                          (55,350)    60,561                75,633       5,326       54,438
Merrill Lynch Growth Fund            (135,185)     8,421               121,936       6,228       48,320
Merrill Lynch Retirement
   PreservationTrust Fund                (211)   140,929               155,196                  221,856     (113)
MFS Emerging Growth Fund               78,200      4,031                83,165       3,975       48,421
Roberds, Inc. common stock            (58,895)               92,243     18,802                    8,886
Participant loans                                 26,462                                         38,222
Cash                                                 215                                            496    1,150
                                    --------- ----------  --------- ----------   ---------   ---------- -------

                                     $ 59,982  $ 453,618   $ 92,243  $ 958,554    $ 25,302    $ 779,619  $ 1,037
                                    ========= ==========  ========= ==========   =========   ========== =======
</TABLE>


E.    INCOME TAX STATUS

      The Plan has received a determination letter from the Internal Revenue
      Service dated April 23, 1998 indicating that the Plan qualifies under the
      Internal Revenue Code, Section 401(a), and is therefore not subject to tax
      under present law. The Plan's administrator has indicated that no changes
      have been made to the plan that would violate this tax-exempt status.
      Therefore, no provision for income taxes has been included in the Plan's
      financial statements.

                                   * * * * * *




                                       9
<PAGE>   10


ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

LINE 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                               UNITS/NUMBER
                                                                OF SHARES/                             FAIR
                                                                FACE VALUE           COST              VALUE
<S>                                                          <C>                 <C>               <C>
MUTUAL FUNDS:
  AIM Equity Constellation Fund                                    26,531        $  690,372        $  809,727
  Ivy International Fund                                           10,659           448,099           439,153
  Merrill Lynch Basic Value Fund, Inc.                             54,114         1,857,372         2,057,408
  Merrill Lynch Capital Fund, Inc.                                  2,262            78,741            77,851
  Merrill Lynch Corporate Bond Fund, Inc. -
    Intermediate Term Portfolio                                    34,214           385,882           399,277
  Merrill Lynch Equity Index Trust                                  3,482           252,018           292,207
  Merrill Lynch Federal Securities Trust                            1,831            17,854            17,924
  Merrill Lynch Global Allocation Fund, Inc.                       42,405           609,711           534,733
  Merrill Lynch Growth Fund                                        20,121           563,458           432,801
  Merrill Lynch Retirement Preservation Trust Fund              2,135,654         2,315,598         2,315,654
  MFS Emerging Growth Fund                                          9,984           357,433           445,298
Roberds, Inc. common stock                                         62,578           191,208           129,036
Participants loans (interest rates ranging from 8.25% -
  10% with various maturities through December 2003)           $  355,069           355,069           355,069
                                                                                 ----------        ----------

                                                                                 $8,122,815        $8,306,138
                                                                                 ==========        ==========
</TABLE>




                                       10
<PAGE>   11



ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

LINE 27(b) - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                           AMOUNT RECEIVED
                                                           DURING REPORTING
                                                              YEAR 1998            UNPAID           AMOUNT OVERDUE
                                           ORIGINAL   -------------------------  BALANCE AT   ---------------------------
                                            AMOUNT                               DECEMBER 31,
                                           OF LOAN      PRINCIPAL    INTEREST       1998       PRINCIPAL     INTEREST

<S>                                       <C>           <C>           <C>        <C>            <C>          <C>
Participant Loan (1)                      $ 2,500.00    $ 276.49      $ 26.39    $ 2,223.51     $ 652.25     $   54.47
Participant Loan (2)                       14,804.72      140.12        73.30     13,659.61     2,686.08      1,036.58
Participant Loan (3)                       10,000.00                              10,000.00     2,252.89      1,170.83
Participant Loan (4)                        1,750.00                               1,360.38     1,150.15         49.88
Participant Loan (5)                        7,053.83      757.05       259.42      5,196.24       854.73        258.00
Participant Loan (6)                        3,000.00      593.84       158.75      2,236.40       441.91         89.33
Participant Loan (7)                        2,500.00      230.82        28.38        948.92       729.69         47.69
Participant Loan (8)                        2,015.00      395.02        73.80      1,619.96       411.16         57.66
Participant Loan (9)                        4,000.00                               4,000.00     1,826.51        286.24
</TABLE>



                                       11
<PAGE>   12



ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

LINE 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                          PURCHASES                   SALES
                                                   ------------------------    ---------------------------------------------

                                                     NUMBER                    NUMBER
           SERIES IN EXCESS OF FIVE                 OF TRANS-                  OF TRANS-                            GAIN
            PERCENT OF PLAN ASSETS                   ACTIONS     AMOUNT        ACTIONS   PROCEEDS       COST       (LOSS)

<S>                                                     <C>   <C>               <C>    <C>          <C>         <C>
AIM Equity Constellation Fund                           120   $ 282,619         178    $ 269,968    $ 250,028   $ 19,940
Merrill Lynch Basic Value Fund, Inc.                    159     807,967         251      550,803      482,250     68,553
Merrill Lynch Equity Index Trust                         88     333,415          80      153,898      145,263      8,635
Merrill Lynch Global Allocation Fund, Inc.               87     292,354         136      140,880      141,060       (180)
Merrill Lynch Growth Fund                                98     181,392         174      233,699      243,583     (9,884)
Merrill Lynch Retirement Preservation Trust Fund        324     981,702         240    1,012,269    1,012,317        (48)
MFS Emerging Growth Fund                                101     254,143         135      217,606      203,946     13,660
Participant loans                                        83     228,629          45      197,071      197,071         -
</TABLE>



There were no reportable type (i), (ii) or (iv) transactions during 1998.






                                       12
<PAGE>   13



                                   SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


ROBERDS, INC., by


/s/ Melvin H. Baskin*
------------------------------------
Melvin H. Baskin, its
Chief Executive Officer


/s/ Robert M. Wilson
------------------------------------
Robert M. Wilson, its
President and
Chief Financial Officer



/s/ Michael A. Bruns
------------------------------------
Michael A. Bruns, its
Vice President and
Chief Accounting Officer


ROBERDS, INC. PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN, by


/s/ Robert M. Wilson
------------------------------------
Roberds, Inc., by
Robert M. Wilson, its
President




*By: /s/ Robert M. Wilson
    --------------------------------
 Robert M. Wilson
 Attorney in Fact

June 22, 1999




                                       13
<PAGE>   14



                                     PART IV


ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

         (a)(3)   EXHIBITS


2.5               Certificate of merger of Roberds Service Company into Roberds,
                  Inc., effective August 31, 1994, filed as Exhibit 2.5 to
                  Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1994 and incorporated herein by reference.

3.1               Amended Articles of Incorporation of Registrant, filed January
                  10, 1994, as Exhibit 4.1 to Registrant's Form S-8,
                  Registration File No. 33-73900, and incorporated herein by
                  reference.

3.2               Amended Code of Regulations of Registrant, filed January 10,
                  1994, as Exhibit 4.2 to Registrant's Form S-8, Registration
                  File No. 33-73900, and incorporated herein by reference.

4.1               Amended Articles of Incorporation of Registrant (filed as
                  Exhibit 3.1).

4.2               Amended Code of Regulations of Registrant (filed as Exhibit
                  3.2).

4.3.1             Amended specimen certificate for Registrant's Common Shares,
                  reflecting the change in stock transfer agent to National City
                  Bank, Cleveland, Ohio, effective November 1, 1995, filed as
                  Exhibit 4.3.1 to Registrant's Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1995, and incorporated
                  herein by reference.

4.4               Excluded from the exhibits are certain agreements relating to
                  long term debt which, individually, do not exceed 10% of the
                  total assets of Registrant. Registrant hereby undertakes to
                  furnish a copy of such agreements upon request by the
                  Commission.

10.1#             Roberds, Inc. 1993 Stock Incentive Plan, filed October 1, 1993
                  as Exhibit 10.1 to Registrant's Form S-1, Registration File
                  No. 33-69876, and incorporated herein by reference.

10.1.1#           Amendment to Roberds, Inc. 1993 Stock Incentive Plan, filed as
                  Exhibit 99.1 to Registrant's Form S-8, File No. 33-97262,
                  filed September 25, 1995, and incorporated herein by
                  reference.

10.1.2#           Amendment to Roberds, Inc. 1993 Stock Incentive Plan, referred
                  to in Exhibit 10.1, effective as of November 1, 1996, and
                  filed as Exhibit 10.1.2 to Registrant's Annual Report on Form
                  10-K for the fiscal year ended December 31, 1996, and
                  incorporated herein by reference.

10.2#             Roberds, Inc. Employee Stock Purchase Plan, filed October 1,
                  1993 as Exhibit 10.2 to Registrant's Form S-1, Registration
                  File No. 33-69876, and incorporated herein by reference.

10.2.1#           Amendment to Roberds, Inc. Employee Stock Purchase Plan,
                  referred to in Exhibit 10.2, effective as of November 1, 1996,
                  and filed as Exhibit 10.2.1 to Registrant's Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1996, and
                  incorporated herein by reference.

10.2.2#           Amendment to Roberds, Inc. Employee Stock Purchase Plan,
                  referred to in Exhibit 10.2, effective as of May 13, 1997, and
                  filed as Exhibit 99.1 to Registrant's Form S-8, Registration
                  File No. 333-37829, and incorporated herein by reference.


                                       14
<PAGE>   15

10.3#             Roberds, Inc. 1993 Outside Director Stock Option Plan, filed
                  October 1, 1993 as Exhibit 10.3 to Registrant's Form S-1,
                  Registration File No. 33-69876, and incorporated herein by
                  reference.

10.3.1#           Amendment to Roberds, Inc. 1993 Outside Director Stock Option
                  Plan, referred to in Exhibit 10.3, effective as of November 1,
                  1996, and filed as Exhibit 10.3.1 to Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1996, and incorporated herein by reference.

10.3.2#           Roberds, Inc. Profit Sharing and Employee Retirement Savings
                  Plan, as amended, filed as Exhibit 99 to Registrant's Form
                  S-8, Registration File No. 33-81086, and incorporated herein
                  by reference.

10.3.2.1#         Roberds, Inc. Profit Sharing and Employee Retirement Savings
                  Plan, as adopted March 26, 1997, and filed as Exhibit 99 to
                  Registrant's Form S-8, Registration File No. 333-43977, and
                  incorporated herein by reference.

10.3.3#           Roberds, Inc. Amended and Restated Deferred Compensation Plan
                  for Outside Directors, effective 1996, filed as Exhibit 10.3.2
                  to Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1995, and incorporated herein by reference.

10.3.3.1#         Amendment to Roberds, Inc. Amended and Restated Deferred
                  Compensation Plan for Outside Directors, referred to in
                  Exhibit 10.3.3, effective as of February 27, 1996, and filed
                  as Exhibit 10.3.3.1 to Registrant's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1996, and incorporated
                  herein by reference.

10.3.3.2#         Amendment to Roberds, Inc. Amended and Restated Deferred
                  Compensation Plan for Outside Directors, referred to in
                  Exhibit 10.3.3, effective as of November 1, 1996, and filed as
                  Exhibit 99.1 to Registrant's Form S-8, Registration File No.
                  333-19903, and filed as Exhibit 10.3.3.2 to Registrant's
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1996, and incorporated herein by reference.

10.4.1            Lease Agreement dated April 1, 1990 among Registrant, Kenneth
                  W. Fletcher and Donald C. Wright, relating to Registrant's
                  facility located at 1000 East Central Avenue, West Carrollton,
                  Ohio, and amendments thereto, filed October 1, 1993 as Exhibit
                  10.4.1 to Registrant's Form S-1, Registration File No.
                  33-69876, and incorporated herein by reference.

10.4.1.1          Assignment and Assumption Agreement in connection with the
                  transfer of ownership of Registrant's facility located at 1000
                  East Central Avenue, West Carrollton, Ohio from Kenneth W.
                  Fletcher and Donald C. Wright, an Ohio general partnership, to
                  Kenneth W. Fletcher, individually, and assigning Registrant's
                  related lease of the property to Mr. Fletcher, all effective
                  January 1, 1995, and filed as Exhibit 10.4.1.1 to Registrant's
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1994 and incorporated herein by reference.

10.4.1.2          Assignment and Assumption Agreement in connection with the
                  transfer of ownership of Registrant's facility located at 1000
                  East Central Avenue, West Carrollton, Ohio from Kenneth W.
                  Fletcher, individually, to DAF Investments LTD., an Ohio
                  limited liability company controlled by Mr. Fletcher, and
                  assigning Registrant's related lease of the property to DAF
                  Investments LTD., all effective January 1, 1995, and filed as
                  Exhibit 10.4.1.2 to Registrant's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1994 and incorporated
                  herein by reference.

10.4.1.3          Assignment and Assumption of Lease in connection with the
                  transfer of ownership of Registrant's facility located at 1000
                  East Central Avenue, West Carrollton, Ohio from DAF
                  Investments LTD., an Ohio limited liability company controlled
                  by Mr. Kenneth W. Fletcher, to DAF West Carrollton Plaza,


                                       15
<PAGE>   16

                  LTD., an Ohio limited liability company controlled by Mr.
                  Fletcher, and assigning Registrant's related lease of the
                  property to DAF West Carrollton Plaza, LTD., effective January
                  14, 1997, and filed as Exhibit 10.4.1.3 to Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1996, and incorporated herein by reference.

10.4.2            Lease Agreement dated April 1, 1990 among Registrant, Kenneth
                  W. Fletcher and Donald C. Wright, relating to Registrant's
                  facility located at 1100 East Central Avenue, West Carrollton,
                  Ohio, and amendments thereto, filed October 1, 1993 as Exhibit
                  10.4.2 to Registrant's Form S-1, Registration File No.
                  33-69876, and incorporated herein by reference.

10.4.2.1          Assignment and Assumption Agreement in connection with the
                  transfer of ownership of Registrant's facility located at 1100
                  East Central Avenue, West Carrollton, Ohio from Kenneth W.
                  Fletcher and Donald C. Wright, an Ohio general partnership, to
                  Kenneth W. Fletcher, individually, and assigning Registrant's
                  related lease of the property to Mr. Fletcher, all effective
                  January 1, 1995, and filed as Exhibit 10.4.2.1 to Registrant's
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1994 and incorporated herein by reference.

10.4.2.2          Assignment and Assumption Agreement in connection with the
                  transfer of ownership of Registrant's facility located at 1100
                  East Central Avenue, West Carrollton, Ohio from Kenneth W.
                  Fletcher, individually, to DAF Investments LTD., an Ohio
                  limited liability company controlled by Mr. Fletcher, and
                  assigning Registrant's related lease of the property to DAF
                  Investments LTD., all effective January 1, 1995, and filed as
                  Exhibit 10.4.2.2 to Registrant's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1994 and incorporated
                  herein by reference.

10.4.2.3          Assignment and Assumption of Lease in connection with the
                  transfer of ownership of Registrant's facility located at 1100
                  East Central Avenue, West Carrollton, Ohio from DAF
                  Investments LTD., an Ohio limited liability company controlled
                  by Mr. Kenneth W. Fletcher, to DAF West Carrollton Plaza,
                  LTD., an Ohio limited liability company controlled by Mr.
                  Fletcher, and assigning Registrant's related lease of the
                  property to DAF West Carrollton Plaza, LTD., effective January
                  14, 1997, and filed as Exhibit 10.4.2.3 to Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1996, and incorporated herein by reference.

10.4.3            Lease Agreement dated June 1, 1988 among Registrant, Kenneth
                  W. Fletcher and Donald C. Wright, relating to Registrant's
                  Piqua, Ohio facility, and amendments thereto, filed October 1,
                  1993 as Exhibit 10.4.3 to Registrant's Form S-1, Registration
                  File No. 33-69876, and incorporated herein by reference.

10.4.3.1          Assignment and Assumption Agreement in connection with the
                  transfer of ownership of Registrant's Piqua, Ohio facility
                  from Kenneth W. Fletcher and Donald C. Wright, an Ohio general
                  partnership, to Donald C. Wright, individually, and assigning
                  Registrant's related lease of the property to Mr. Wright, all
                  effective January 1, 1995 and filed as Exhibit 10.4.3.1 to
                  Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1994 and incorporated herein by reference.

10.4.4            Lease Agreement dated April 1, 1988 among Registrant, Kenneth
                  W. Fletcher and Donald C. Wright, relating to Registrant's
                  Richmond, Indiana facility, and amendments thereto, filed
                  October 1, 1993 as Exhibit 10.4.4 to Registrant's Form S-1,
                  Registration File No. 33-69876, incorporated herein by
                  reference.

10.4.4.1          Assignment and Assumption Agreement in connection with the
                  transfer of ownership of Registrant's Richmond, Indiana
                  facility from Kenneth W. Fletcher and Donald C. Wright, an
                  Ohio general partnership, to Donald C. Wright, individually,
                  and assigning Registrant's related lease of the property to
                  Mr. Wright, all effective January 1, 1995, and filed as
                  Exhibit 10.4.4.1 to Registrant's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1994 and incorporated
                  herein by reference.


                                       16
<PAGE>   17


10.4.5            Lease Agreement dated March 1, 1992 among Registrant, Kenneth
                  W. Fletcher and Donald C. Wright, relating to Registrant's
                  Springfield, Ohio facility, and amendments thereto, filed
                  October 1, 1993 as Exhibit 10.4.5 to Registrant's Form S-1,
                  Registration File No. 33-69876, and incorporated herein by
                  reference.

10.4.5.1          Assignment and Assumption of Leases transferring ownership of
                  Registrant's Springfield, Ohio facility from Kenneth W.
                  Fletcher and Donald C. Wright, an Ohio general partnership, to
                  Springfield Properties, Inc., an Ohio corporation owned by
                  Messrs. Fletcher and Wright, and assigning Registrant's
                  related lease of the property to Springfield Properties, Inc.,
                  all effective November 16, 1994, and filed as Exhibit 10.4.5.1
                  to Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1994, and incorporated herein by reference.

10.4.6            Lease Agreement dated March 1, 1987 between Registrant and
                  Howard Investments, a partnership owned by the Initial
                  Shareholders, relating to Registrant's Norcross, Georgia
                  facility, filed October 1, 1993 as Exhibit 10.4.6 to
                  Registrant's Form S-1, Registration File No. 33-69876, and
                  incorporated herein by reference.

10.4.6.1          Amendments to Lease Agreement between Registrant and Howard
                  Investments, referred to in Exhibit 10.4.6, effective December
                  20, 1995, pursuant to a sale of the property by Howard
                  Investments to 800 Broadway and Ponce de Leon Stores, which
                  are unrelated to the Company and the Initial Shareholders,
                  filed as Exhibit 10.4.6.1 to Registrant's Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1995, and
                  incorporated herein by reference.

10.4.7            Lease Agreement dated March 1, 1987 between Registrant and
                  Howard Investments, a partnership owned by the Initial
                  Shareholders, relating to Registrant's Marietta, Georgia
                  facility, filed October 1, 1993 as Exhibit 10.4.7 to
                  Registrant's Form S-1, Registration File No. 33-69876, and
                  incorporated herein by reference.

10.4.8            Lease Agreement dated November 1, 1987 between Registrant and
                  Howard Investments, a partnership owned by the Principal
                  Shareholders, relating to Registrant's Forest Park, Georgia
                  facility, and amendments thereto, filed October 1, 1993 as
                  Exhibit 10.4.8 to Registrant's Form S-1, Registration File No.
                  33-69876, and incorporated herein by reference.

10.4.9            Rent-Up Guarantee Agreement, filed October 1, 1993 as Exhibit
                  10.4.9 to Registrant's Form S-1, Registration File No.
                  33-69876, and incorporated herein by reference.

10.5              Tax Indemnification Agreement among Kenneth W. Fletcher,
                  Donald C. Wright, Howard W. Smith, and Registrant, filed
                  October 1, 1993 as Exhibit 10.5 to Registrant's Form S-1,
                  Registration File No. 33-69876, and incorporated herein by
                  reference.

10.6.2            Inventory Financing and Security Agreement between Whirlpool
                  Financial Corporation and Registrant, filed October 1, 1993 as
                  Exhibit 10.6.2 to Registrant's Form S-1, Registration File No.
                  33-69876, and incorporated herein by reference.

10.6.3            Business Loan Agreement between Bank One, Dayton, NA and
                  Registrant, dated November 23, 1993, for up to $30 million.
                  Filed as Exhibit 10.6.3 to Registrant's Form 10-K for the
                  fiscal year ended December 31, 1993, and incorporated herein
                  by reference.

10.6.3.1          Amendment to Business Loan Agreement between Bank One, Dayton,
                  NA and Registrant, dated April 20, 1994, amending the
                  agreement referred to in Exhibit 10.6.3, and filed as Exhibit
                  10.6.3.1 to Reg-

                                       17
<PAGE>   18

                  istrant's Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1994, and incorporated herein by reference.

10.6.3.2          Amendment to Amended and Restated Business Loan Agreement
                  between Bank One, Dayton, NA and Registrant, dated December 7,
                  1994, amending the agreement referred to in Exhibit 10.6.3,
                  and filed as Exhibit 10.6.3.2 to Registrant's Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1994, and
                  incorporated herein by reference.

10.6.3.3          Amendment to Amended and Restated Business Loan Agreement
                  between Bank One, Dayton, NA and Registrant, dated October 13,
                  1995, amending the agreement referred to in Exhibit 10.6.3,
                  filed as Exhibit 10.6.3.3 to Registrant's Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1995, and
                  incorporated herein by reference.

10.6.3.4          Amendment to Amended and Restated Business Loan Agreement
                  between Bank One, Dayton, NA and Registrant, dated as of June
                  29, 1996, amending the agreement referred to in Exhibit
                  10.6.3, filed as Exhibit 10.6.3.4 to Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1996, and incorporated herein by reference.

10.6.3.5          Second Amendment to Amended and Restated Business Loan
                  Agreement between Bank One, Dayton, NA and Registrant, dated
                  December 31, 1996, amending the agreement referred to in
                  Exhibit 10.6.3.4, filed as Exhibit 10.6.3.5 to Registrant's
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1996, and incorporated herein by reference.

10.6.3.6          Amendment to Second Amended and Restated Business Loan
                  Agreement between Bank One, Dayton, NA and Registrant, dated
                  February 27, 1997, amending the agreement referred to in
                  Exhibit 10.6.3, filed as Exhibit 10.6.3.6 to Registrant's
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1996, and incorporated herein by reference.

10.6.3.7.1        Second Amendment to Second Amended and Restated Business Loan
                  Agreement between Bank One, NA, successor by merger of Bank
                  One, Dayton, NA, and Registrant, dated as of June 30, 1997,
                  amending the agreement referred to in Exhibit 10.6.3, filed as
                  Exhibit 10 to Registrant's Quarterly Report on Form 10-Q for
                  the quarter ended September 30, 1997, and incorporated herein
                  by reference.

10.6.3.7.2        Third Amendment to Second Amended and Restated Business Loan
                  Agreement between Bank One, NA, successor by merger of Bank
                  One, Dayton, NA, and Registrant, dated as of June 30, 1998,
                  amending the agreement referred to in Exhibit 10.6.3, filed as
                  Exhibit 10 to Registrant's Quarterly Report on Form 10-Q for
                  the quarter ended September 30, 1998, and incorporated herein
                  by reference.

10.6.3.7.3        Fourth Amendment to Second Amended and Restated Business Loan
                  Agreement between Bank One, NA, successor by merger of Bank
                  One, Dayton, NA, and Registrant, dated as of December 31,
                  1998, amending the agreement referred to in Exhibit 10.6.3,
                  filed herewith.

10.6.4            Term loan agreement between Bank One, Dayton, NA and
                  Registrant, dated November 8, 1994, for up to $7 million, and
                  filed as Exhibit 10.6.4 to Registrant's Annual Report on Form
                  10-K for the fiscal year ended December 31, 1994, and
                  incorporated herein by reference.

10.7              Amended and Restated Private Label Revolving Plan Agreement
                  between Registrant and Bank One, Dayton, N.A., filed October
                  1, 1993 as Exhibit 10.7 to Registrant's Form S-1, Registration
                  File No. 33-69876, and incorporated herein by reference.
                  Portions of the Exhibit have been omitted pursuant to a
                  request by Registrant for confidential treatment. During 1998,
                  the period of confidentiality was extended through 2003.

                                       18
<PAGE>   19

10.7.1            Amended and Restated Private Label Revolving Credit Plan
                  Agreement between Registrant and Bank One, NA, dated as of
                  June 17, 1998, filed as Exhibit 10.2 to Registrant's Quarterly
                  Report on Form 10-Q for the fiscal period ended June 30, 1998,
                  and incorporated herein by reference.

10.8              Loan and Security Agreement between Registrant and BankBoston
                  Retail Finance Inc., dated March 3, 1999, filed herewith.

10.9#             Letter Agreements Limiting Salary and Bonus of Messrs.
                  Fletcher, Wright and Smith, filed November 12, 1993 as Exhibit
                  10.9 to Registrant's Amendment No. 3 to Form S-1, Registration
                  File No. 33-69876, and incorporated herein by reference.

10.10#            Registrant's Executive Compensation Plan, adopted in 1994,
                  effective for the 1995 calendar year, filed as Exhibit 10.10
                  to Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1994 and incorporated herein by reference.

10.10.1#          Registrant's Amended and Restated Executive Compensation Plan,
                  as amended for the 1996 calendar year, amending the Plan
                  referred to in Exhibit 10.10 above, and filed as Exhibit
                  10.10.1 to Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1995, and incorporated herein
                  by reference.

10.10.2#          Registrant's Seconded Amended and Restated Executive
                  Compensation Plan, as amended for the 1997 calendar year,
                  amending the Plan referred to in Exhibit 10.10.1 above, filed
                  as Exhibit 10.10.2 to Registrant's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1996, and incorporated
                  herein by reference.

10.10.3#          Registrant's Third Amended and Restated Executive Compensation
                  Plan, as amended for the 1998 calendar year, amending the Plan
                  referred to in Exhibit 10.10.2 above, filed as Exhibit 10.10.3
                  to Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1997, and incorporated herein by
                  reference..

10.11.1#          Employment Agreement, dated as of March 1, 1996, between
                  Registrant and Charles H. Palko, Vice President-Appliances,
                  filed as Exhibit 10.11.1 to Registrant's Annual Report on Form
                  10-K for the fiscal year ended December 31, 1996, and
                  incorporated herein by reference.

10.11.2#          Employment Agreement, dated as of July 10, 1996, between
                  Registrant and Michael E. Ray, President-Tampa Market, filed
                  as Exhibit 10.11.2 to Registrant's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1996, and incorporated
                  herein by reference.

10.11.3#          Employment Agreement, dated as of May 27, 1997, between
                  Registrant and Billy D. Benton, Executive Vice
                  President-Operations, filed as Exhibit 10.11.3 to Registrant's
                  Annual Report on Form 10-K for the year ended December 31,
                  1997, and incorporated herein by reference.

10.11.4#          Consulting Agreement, dated as of December 1, 1997, between
                  Registrant and Kenneth W. Fletcher, Chairman of the Board,
                  filed as Exhibit 10.11.4 to Registrant's Annual Report on Form
                  10-K for the year ended December 31, 1997, and incorporated
                  herein by reference.

10.11.5#          Employment Agreement, dated July 6, 1998, between Registrant
                  and Melvin H. Baskin, Chief Executive Officer, filed as
                  Exhibit 10.1 to Registrant's Report on Form 10-Q for the
                  quarterly period ended September 30, 1998, and incorporated
                  herein by reference.

21                Subsidiary of Registrant, filed as Exhibit 21 to Registrant's
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1994 and incorporated herein by reference.


                                       19
<PAGE>   20


*23               Independent Auditors' Consent.

24                Powers of attorney.

27                Financial Data Schedules


*    Exhibits electronically filed herewith.
**   Exhibits incorporated by reference for the first time.
#    Constitutes a "management contract or compensatory plan or arrangement,"
     pursuant to Item 14(a)(3),(c).




                                       20
<PAGE>   21


                                  EXHIBIT INDEX
                                  -------------



23                Independent Auditors' Consent.






                                       21