<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                   FORM 10-Q

               Quarterly Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

For the three months ended MARCH 31, 1997      COMMISSION FILE NUMBER 0-14371
-----------------------------------------      ------------------------------


                            COMPUCOM SYSTEMS, INC.
-----------------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)

                  DELAWARE                                  38-2363156
    ------------------------------------------            --------------
    (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                        Identification Number)
 
     10100 N. CENTRAL EXPRESSWAY, DALLAS, TX                  75231
    ------------------------------------------            --------------
    (Address of principal executive offices)              (Zip Code)
 
    Registrant's telephone number, including area code:   (214) 265-3600
                                                          --------------
 


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.

Yes  X         No
   -----         -----



The number of shares of the Registrant's common stock outstanding as of May 8,
1997 was 45,513,013 shares.

------------------------------------------------------------------------------


<PAGE>
 
                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                                     Index

PART I.         FINANCIAL INFORMATION                                      PAGE
-------         ---------------------                                      ----
 
Item 1.         Condensed Consolidated Balance Sheets
                   March 31, 1997 (unaudited) and December 31, 1996          3
 
                Condensed Consolidated Statements of Operations
                   Three months ended March 31, 1997 and 1996 (unaudited)    4

                Condensed Consolidated Statements of Cash Flows
                   Three months ended March 31, 1997 and 1996 (unaudited)    5
 
                Notes to Condensed Consolidated Financial Statements         6

Item 2.         Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                  7
 

PART II.        OTHER INFORMATION
--------        -----------------

Item 6.         Exhibits and Reports on Form 8-K                            11
 
                                       2
<PAGE>
                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES
                     Condensed Consolidated Balance Sheets
                                (In thousands)
<TABLE>
<CAPTION>

                                               March 31,        December 31,
                                                 1997               1996
                                              ------------      ------------
                                              (unaudited)
<S>                                           <C>               <C>
             Assets                           
             ------
Current assets:                           
 Cash                                         $     4,251        $     4,320
 Receivables                                      310,176            377,598
 Inventories                                      192,298            233,464
 Other                                              3,517              3,508
                                              -----------        ----------- 
   Total current assets                           510,242            618,890
                                                              
Property and equipment, net                        56,515             54,308
                                                              
Cost in excess of fair value of                               
 tangible net assets purchased,                               
 less accumulated amortization                     15,783             16,513
Other assets                                        4,536              3,274
                                              -----------        -----------
                                              $   587,076        $   692,985
                                              ===========        ===========

    Liabilities and Shareholders' Equity                
    ------------------------------------
Current liabilities:                                            
 Accounts payable                             $   141,445        $   217,424
 Accrued liabilities                               55,108             59,342
                                              -----------        -----------
   Total current liabilities                      196,553            276,766
                                                             
                                                             
Long-term debt                                    204,615            236,450
Deferred income taxes                               5,492              5,671
                                                              
Convertible subordinated notes                      3,000              3,000
                                                             
Shareholders' equity:                                        
 Preferred stock                                   15,000             15,000
 Common stock                                         455                449
 Additional paid-in capital                        62,631             60,966
 Retained earnings from July 1, 1987               99,330             94,683
                                              -----------        -----------
   Total shareholders' equity                     177,416            171,098
                                              -----------        -----------
                                              $   587,076        $   692,985
                                              ===========        =========== 

</TABLE>


See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>
                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                Condensed Consolidated Statements of Operations
                   Three months ended March 31, 1997 and 1996
                   (In thousands, except per share amounts)




<TABLE>
<CAPTION>


                                                    March 31,
                                             1997             1996
                                         ------------      -----------
                                                  (unaudited)
<S>                                      <C>               <C>
Revenue                         
 Product                                 $   375,605       $   377,983
 Service                                      53,728            32,937
 Other                                         2,556             2,414
                                         -----------       ----------- 
  Total revenue                              431,889           413,334
                                         -----------       ----------- 
                                
Cost of revenue                 
 Product                                     336,673           339,814
 Service                                      34,366            20,700
 Other                                         1,372             1,569
                                         -----------       ----------- 
  Total cost of revenue                      372,411           362,083
                                         -----------       -----------
   Gross margin                               59,478            51,251
                                                         
Operating expenses                                       
 Selling and service                          31,230            25,905
 General and administrative                   14,292            10,954
 Depreciation and amortization                 2,591             1,854
                                         -----------       ----------- 
  Total operating expenses                    48,113            38,713
                                         -----------       -----------
                                                         
Earnings before interest and                             
  income taxes                                11,365            12,538
                                                         
Interest                                       3,245             2,935
                                         -----------       -----------
Earnings before income taxes                   8,120             9,603
                                                         
Income taxes                                   3,248             3,841
                                         -----------       -----------
Net earnings                             $     4,872      $      5,762
                                         ===========      ============
Earnings per common share                                
  Primary                                      $ .10             $ .12
  Fully diluted                                $ .10             $ .12
                                                         
Average common shares outstanding                        
  Primary                                     47,145            46,921
  Fully diluted                               49,748            49,692


</TABLE>

See accompanying notes to condensed financial statements.


                                       4

<PAGE>
                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                Condensed Consolidated Statements of Cash Flows
                  Three months ended March 31, 1997 and 1996
                                (In thousands)



<TABLE>
<CAPTION>

                                                            1997               1996
                                                         ----------         ----------  
                                                                  (unaudited)
<S>                                                      <C>                <C>
Cash flows from operating activities:
 Net earnings                                            $    4,872         $    5,762
 Adjustments to reconcile net earnings to net
  cash provided by (used in) operating activities:
   Depreciation and amortization                              2,591              1,854
   Deferred income taxes                                       (179)                (5)

   Changes in assets and liabilities:
    Receivables                                              67,422             (1,909)
    Inventories                                              41,166            (34,647)
    Other current assets                                         (9)               140
    Accounts payable                                        (75,979)            21,920
    Accrued liabilities and other                            (5,480)            (5,314)
                                                         ----------         ----------
     Net cash provided by (used in) operating activities     34,404            (12,199)
                                                         ----------         ---------- 

Cash flows from investing activities:
 Capital expenditures, net                                   (4,084)            (1,418)
 Business acquisitions, net of cash acquired                                    (5,159)
                                                         ----------         ----------
     Net cash (used in) investing activities                 (4,084)            (6,577)
                                                         ----------         ----------
Cash flows from financing activities:
 Net bank credit facility and other borrowings              (31,835)            18,582
 Issuance of common stock                                     1,671                408
 Preferred stock dividend                                      (225)              (225)
                                                         ----------         ---------- 
     Net cash provided by (used in) financing activities    (30,389)            18,765
                                                         ----------         ---------- 

Net decrease in cash                                            (69)               (11)
Cash at beginning of period                                   4,320              4,249
                                                         ----------         ----------
Cash at end of period                                    $    4,251         $    4,238
                                                         ==========         ==========
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>
 
                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

             Notes to Condensed Consolidated Financial Statements
                                March 31, 1997

(1)  General
     -------

        These condensed interim consolidated financial statements should be read
     in conjunction with the consolidated financial statements and the summary
     of significant accounting policies and notes thereto included in the 1996
     Annual Report on Form 10-K for CompuCom Systems, Inc. and subsidiaries (the
     Company). The information furnished is unaudited but reflects all
     adjustments consisting only of normal recurring accruals which are, in the
     opinion of management, necessary to present a fair statement of the results
     for these interim periods. Interim results are not necessarily indicative
     of results expected for the full year.


(2)  Contingencies
     -------------

        The Company is involved in various claims and legal actions arising in
     the ordinary course of business. In the opinion of management, the ultimate
     disposition of these matters will not have a material adverse effect on the
     Company's consolidated financial position and results of operations, taken
     as a whole.


(3)  New Accounting Pronouncement
     ----------------------------

        In February 1997, the Financial Accounting Standards Board issued
     Statement of Financial Accounting Standards No. 128, Earnings Per Share
     (Statement 128). Statement 128 supersedes APB Opinion No. 15, Earnings Per
     Share and specifies the computation, presentation, and disclosure
     requirements for earnings per share (EPS) for entities with publicly held
     common stock or potential common stock. Statement 128 replaces the
     presentation of primary EPS and fully diluted EPS with a presentation of
     basic EPS and diluted EPS. Statement 128 is effective for financial
     statements for both interim and annual periods ending after December 15,
     1997. Adoption of Statement 128 during the first quarter of 1997 would have
     resulted in basic EPS of $.10 per share compared to $.13 per share for the
     same period in 1996, and diluted EPS of $.10 per share during the first
     quarter of 1997 compared to $.12 per share for the same period in 1996.

                                       6
<PAGE>
 
                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

         Management's Discussion and Analysis of Financial Condition 
                           and Results of Operations
                                March 31, 1997
                                        
Results of Operations
---------------------

   The following table shows the Company's total revenue, gross margin and gross
margin percentage by revenue source.  Operating expenses, interest, income taxes
and net earnings are shown as a percentage of total net revenue, for the three
months ended March 31, 1997 and 1996.

<TABLE>
<CAPTION>
                                                                        March 31,
                                                               1997                  1996
                                                           ----------------------------------
                                                                   ($ in thousands)
<S>                                                        <C>                    <C>
Revenue:
 Product                                                   $   375,605            $   377,983
 Service                                                        53,728                 32,937
 Other                                                           2,556                  2,414
                                                           ----------------------------------
  Total revenue                                            $   431,889            $   413,334
                                                           ==================================

Gross margin:
 Product                                                   $    38,932            $    38,169
 Service                                                        19,362                 12,237
 Other                                                           1,184                    845
                                                           ----------------------------------
  Total gross margin                                       $    59,478            $    51,251
                                                           ================================== 

Gross margin percentage:
 Product                                                          10.4%                  10.1%
 Service                                                          36.0%                  37.2%
 Other                                                            46.3%                  35.0%
                                                           ----------------------------------
  Total gross margin percentage                                   13.8%                  12.4%
                                                           ----------------------------------

Operating expenses:
 Selling                                                           4.7%                   4.3%
 Service                                                           2.5%                   2.0%
 General and administrative                                        3.3%                   2.7%
 Depreciation and amortization                                     0.6%                   0.4%
                                                           ----------------------------------
  Total operating expenses                                        11.1%                   9.4%
                                                           ----------------------------------

Operating earnings                                                 2.7%                   3.0%

Interest                                                           0.8%                   0.7%
                                                           ----------------------------------

Earnings before income taxes                                       1.9%                   2.3%

Income taxes                                                       0.8%                   0.9%
                                                           ----------------------------------

Net earnings                                                       1.1%                   1.4%
                                                           ==================================

</TABLE>

                                                                    (Continued)

                                       7
<PAGE>
 
                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

         Management's Discussion and Analysis of Financial Condition 
                           and Results of Operations


     Product revenue, which is primarily derived from the sale of distributed
desktop computer products to corporate customers, declined slightly to $375.6
million for the first quarter of 1997, compared to $378.0 million for the same
period in 1996.  The Company believes the slight decline in product revenue is
due to an overall industry-wide demand softness caused by smaller than
anticipated manufacturers' price reductions, the delay in corporate customers
upgrading to Pentium Pro technology, and increased market share gain by direct
marketers.  The Company anticipates demand softness to continue into the second
quarter of 1997.

     Product gross margin as a percentage of product net revenues for the first
quarter of 1997 was 10.4%, up from 10.1% compared to the same period in 1996.
This increase is primarily due to the slowdown in product sales to some of the
Company's larger customers, which typically have lower product margins.  Future
product margins will be influenced by manufacturers' pricing strategies together
with competitive pressures from other resellers in the industry and the level
of sales to some of the Company's larger customers.  The Company participates in
certain manufacturer-sponsored programs designed to increase sales of specific
products.  These programs, excluding volume incentive programs and specific
product rebates offered by certain manufacturers, are not material when compared
to the Company's overall financial results.  Due to the short order fulfillment
cycle, the Company's backlog is not considered to be a meaningful indicator of
future business prospects.

     Service revenue for the first quarter of 1997 increased 63% to $53.7
million compared to $32.9 million for the same period in 1996.  Service revenue
is primarily derived from systems integration services, including field
engineering, product configuration, and LAN/WAN projects.  LAN/WAN projects
include consulting, network management, and help desk services.  Service revenue
reflects revenue generated by the actual performance of specific services and
does not include product sales associated with service projects. Historically,
increases in service revenue have been significantly impacted by similar
increases in product sales. However, the Company's continued focus on growing
service revenues has enabled significant increases to continue despite the
slight decline in product sales.  Service gross margin as a percentage of
service net revenue was 36.0% for the first quarter of 1997 as compared to 37.2%
for the same period in 1996.  The slight decrease was primarily caused by a
change in the mix of services provided during the periods.

     Operating expenses increased $9.4 million for the first quarter of 1997 as
compared to the same period in 1996.  As a percentage of net revenue, operating
expenses for the first quarter of 1997 increased to 11.1% compared to 9.4% for
the same period in 1996.  This increase was principally the result of the
Company's continued investment in its service business and information system
enhancements.  However, the Company's focus on controlling expenses resulted in
a $4.4 million reduction in operating expenses in the first quarter of 1997 as
compared to the fourth quarter of 1996.

     Selling expense, as a percentage of net revenues, increased for the first
quarter of 1997 when compared to the same period in 1996, primarily as a result
of the growth in service revenue, as services typically carry a higher
commission rate than product sales.  Service expense, which increased both as a
percentage of net revenues and in absolute dollars, primarily reflects costs
related to the enhanced infrastructure the Company began developing in 1996 and
the continued investment in the development of certain aspects of the service
business which has enabled the Company to increase its service offerings.


                                                    (Continued)

                                       8
<PAGE>
 
                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

         Management's Discussion and Analysis of Financial Condition 
                           and Results of Operations


     General and administrative expense, as a percentage of net revenue,
increased to 3.3% during the first quarter of 1997 as compared to 2.7% for the
same period in 1996.  This increase was primarily due to the continued
investment in information system resources required to broaden the Company's
electronic commerce capabilities.  The Company's operating expenses are reported
net of reimbursements by certain manufacturers for specific training,
promotional and marketing programs.  These reimbursements offset the expenses
incurred by the Company.

     Depreciation and amortization expense increased in absolute dollars and as
a percentage of net revenue for the first quarter of 1997 as compared to the
same period in 1996.  The dollar increase reflects amortization expense
associated with facility improvements and warehouse equipment for the Company's
new eastern distribution facility, enhancements to the Company's information
systems, and furniture and fixtures required to support business activity.  The
Company expects to substantially complete the refurbishment of its new corporate
headquarters and operations campus during the second half of 1997 and will
commence depreciation of the facility at that time.
 
     Interest expense increased in both absolute dollars and as a percentage of
net revenue for the first quarter of 1997 as compared to the same period in
1996, primarily due to increased borrowings, which was partially offset by a
lower effective interest rate. The Company's effective interest rate during the
first quarter of 1997 was 6.5%, as compared to 7.5% in the first quarter of
1996.

     As a result of the factors discussed above, net earnings for the first
quarter of 1997 decreased 15% to $4.9 million as compared to the same period in
1996.  Future improved profitability will depend on the Company's ability to
retain and hire quality service personnel while effectively managing the
utilization of such personnel.  It will also depend on increased focus on
providing technical service and support to customers, product demand,
competition, manufacturer product availability and pricing changes, effective
utilization of vendor programs as well as the Company's control of operating
expenses.

Liquidity and Capital Resources
-------------------------------

     The Company has financing arrangements which total $325 million. These
consist of a $200 million working capital facility and a $25 million real estate
loan (collectively, the "Credit Facility"), as well as a $100 million receivable
securitization.  The $200 million working capital facility is priced at LIBOR
plus 1% and matures in September 1999.  The $25 million real estate loan was
used in 1996 to finance the purchase of real property that will be utilized as
the Company's corporate headquarters and operations campus.  This facility is
priced at LIBOR plus 1.25% and is payable in equal installments of $12.5 million
in September of 1998 and 1999. The Company is currently evaluating other
permanent financing options for the $25 million real estate loan. All pricing on
the Credit Facility is subject to adjustment based on certain performance
criteria. Total borrowings are based on certain limits, as defined, and secured
by substantially all the assets of the Company. The Credit Facility subjects the
Company to certain restrictions and covenants related to, among others, tangible
net worth, debt to tangible net worth and net earnings, and limits the amount
available for capital expenditures and dividends.



                                                    (Continued)

                                       9
<PAGE>
 
                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

         Management's Discussion and Analysis of Financial Condition 
                           and Results of Operations


     The $100 million receivable securitization is an agreement whereby a
portion of trade receivables are pledged to a third party as collateral for up
to $100 million, and matures in September 1999, subject to certain conditions.
The interest rate applicable to the receivable securitization is based upon the
bank's commercial paper rate plus 55 basis points.

     Working capital at March 31, 1997 was $314 million compared to $342
million at December 31, 1996.  The decrease was due to a $41 million reduction
in inventory and a reduction in accounts receivable from December 31, 1996
offset by a smaller reduction in accounts payable.  These changes resulted in an
increase in the working capital ratio from 2.2 to 2.6.

     The Company's capital asset requirements are generally funded through
the Credit Facility, receivables securitization, internally generated funds or
leasing sources.  The business is not capital asset intensive, and capital
expenditures in any year normally would not be significant in relation to the
overall financial position of the Company.  The Company has begun to refurbish
and update its new headquarters and operations campus and currently anticipates
the consolidation of its existing Dallas headquarters and operations from two
leased facilities to the new site by the third quarter of 1997.  After that
consolidation is complete, the Company expects to sell the headquarters facility
it currently owns and occupies.  Capital expenditures were approximately $4.0
million during the first quarter of 1997.  These expenditures were primarily
related to getting the Company's new headquarters and operations campus ready
for full occupancy.  The Company expects capital expenditures to return to more
normal levels after the ongoing construction on its new headquarters and
operations campus has been significantly completed.

     This document contains "forward-looking statements" regarding revenues,
margins, earnings, growth rates and certain business trends that are subject to
risks and uncertainties that could cause actual results to differ materially
from the results described herein. Recipients of this document are cautioned to
consider these risks and uncertainties and to not place undue reliance on these
forward-looking statements.

                                       10
<PAGE>
 
                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                          PART II.  OTHER INFORMATION
                                        
Item 6.  Exhibits and Reports on Form 8-K
-------  --------------------------------

(a)  Exhibits
     --------

       Exhibit
          No.    Description
       -------   -----------
 
 
         10.1    Amendment No. 3 to Transfer and Administration Agreement, dated
                 as of February 1, 1997, among CSI Funding, Inc., CompuCom
                 Systems, Inc., Enterprise Funding Corporation and NationsBank,
                 N.A. (exhibits omitted)

         11      Computation of Per Share Earnings

         27      Financial Data Schedule


(b)  Reports on Form 8-K
     -------------------

         No reports on Form 8-K have been filed by the Registrant during the
      three months ended March 31, 1997.

                                       11
<PAGE>
 
                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                                  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 thereunto duly authorized.



                                           COMPUCOM SYSTEMS, INC.
                                           -------------------------------------
                                           (Registrant)



 
DATE:  May 14, 1997                        /s/ Edward Anderson
                                           -------------------------------------
                                           Edward Anderson,
                                           President and Chief Executive Officer



DATE:  May 14, 1997                        /s/ M. Lazane Smith
                                           -------------------------------------
                                           M. Lazane Smith,
                                           Senior Vice President, Finance and
                                           Chief Financial Officer

                                       12