UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                                FORM 10-Q


   (Mark One)


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

   For the quarterly period ended November 30, 1997


                                   OR


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

   For the transition period from _______________ to _______________

   Commission File Number 0-21192


            CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
         (Exact Name of Registrant as Specified in its Charter)


            LOUISIANA                                 72-0721367
(State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
Incorporation or Organization)

109 NORTH PARK BLVD., COVINGTON, LOUISIANA               70433
(Address of Principal Executive Offices)               (Zip Code)

                              (504) 867-5000
            Registrant's Telephone Number, Including Area Code


            Indicate  by  check  mark  whether  the Registrant (1) has
   filed all reports required to be filed by Section  13  or  15(d) of
   the Securities Exchange Act of 1934 during the preceding 12  months
   (or  for  such  shorter  period that the Registrant was required to
   file  such  reports), and (2)  has  been  subject  to  such  filing
   requirements for the past 90 days.

                         Yes      X    No  _____



   At January 9,  1998,  there  were 5,604,406 shares of common stock,
   $.10 par value, outstanding.

   

            CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.

                                  INDEX


   Part I.              Financial Information                        Page

                Item 1.  Financial Statements                          3

                Statements of Operations -
                Three  Months  Ended November 30, 1997
                and 1996                                               3

                Balance Sheets -
                November 30, 1997 and August 31, 1997                  4

                Statements of Cash Flows -
                Three Months Ended  November  30, 1997
                and 1996                                               5

                Notes to Financial Statements                          6

                Item 2.  Management's Discussion and Analysis
                         of Financial  Condition and Results
                         of Operations                                 9


   Part II.             Other Information

                Item 1.  Legal Proceedings                            15

                Item 6.  Exhibits and Reports on Form 8-K             15

                Signatures                                            16

               
               CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
                            (DEBTOR-IN-POSSESSION)

                      STATEMENTS OF OPERATIONS (UNAUDITED)

                     FOR THE THREE MONTHS ENDED NOVEMBER 30,


                                     1997             1996          

Net sales                           $37,909,283      $65,762,745   
Cost of sales                        28,899,574       52,892,913 
                                   -------------    -------------
  Gross profit                        9,009,709       12,869,832  

Selling, general and                  
  administrative expenses             9,441,054       13,798,856 
                                   -------------    -------------

Operating loss                         (431,345)        (929,024)         
  
Other income (expense):      
  Interest expense                     (568,434)        (449,516)
  Interest income                        10,327           19,703
  Other income, net                     179,122           58,739
                                   -------------    -------------
                                       (378,985)        (371,074) 


Loss before income taxes   
  and reorganization items             (810,330)      (1,300,098)

Expense from reorganization items      (154,534)           ----      

Income tax benefit                        ----          (494,000)     
                                   -------------    ------------- 

Net loss                           $   (964,864)    $   (806,098)
                                   -------------    -------------
                                   -------------    -------------

Per share data: 
Net loss per share                 $      (0.17)    $      (0.14) 
                                   -------------    -------------
                                   -------------    -------------

Weighted average number of common  
  shares outstanding                  5,640,605        5,566,906
                                   -------------    -------------
                                   -------------    -------------




The accompanying notes are an integral part of these financial statements.

            

              CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
                            (DEBTOR-IN-POSSESSION)
                          BALANCE SHEETS (UNAUDITED)


                                           November 30,       August 31,
                                               1997              1997
                ASSETS   
Current assets: 
  Cash and cash equivalents               $   2,505,525   $   1,640,849  
  Investments in marketable securities          426,582         421,431 
  Receivables (net of an allowance of
    $1.7 million at November 30, 1997
    and $1.6 million at August 31, 1997)      8,576,261       8,603,894
  Merchandise inventory                      36,134,480      31,951,502
  Other                                         922,558         873,200 
                                          --------------  --------------
   Total current assets                      48,565,406      43,490,876

Property and equipment, net                  26,414,144      27,741,034
Intangibles and other                         3,076,558       2,899,774
                                          --------------  --------------
                                          $  78,056,108   $  74,131,684
                                          --------------  --------------
                                          --------------  --------------


     LIABILITIES AND SHAREHOLDERS' EQUITY    

Liabilities not subject to compromise: 
  Current liabilities:   
    Current portion of long-term debt     $     586,911   $     350,438  
    Short-term borrowings                     1,778,630       3,000,000
    Accounts payable                          1,182,923       1,311,816
    Accounts payable-floor plan              30,712,579      23,661,531
    Accrued expenses                          8,366,054       7,861,586
    Deferred revenue                          2,303,451       2,713,040
                                          --------------  --------------
      Total current liabilities              44,930,548      38,898,411
                                          --------------  --------------

  Long-term debt, less current portion       18,091,121      18,368,005
  Deferred revenue                            1,485,590       1,937,256
                                          --------------  --------------
      Total long-term liabilities            19,576,711      20,305,261
                                          --------------  --------------

Liabilities subject to compromise            14,138,375      14,552,674
                                          --------------  --------------
  Total liabilities                          78,645,634      73,756,346
                                          --------------  --------------
Commitments and contingencies  

Shareholders' equity: 
Common stock, $.10 par value; 20,000,000
  shares authorized, 5,791,906 issued 
  and outstanding at November 30, 1997
  and August 31, 1997                           579,191         579,191 
Paid-in capital                              32,639,856      32,639,856
Retained earnings (deficit)                 (33,808,573)    (32,843,709)
                                          --------------  --------------
  Total shareholders' equity                   (589,526)        375,338
                                          --------------  --------------
                                          $  78,056,108   $  74,131,684
                                          --------------  --------------
                                          --------------  --------------

The accompanying  notes are an integral part of these financial statements.




   


            CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
                         (DEBTOR-IN-POSSESSION)
                  STATEMENTS OF CASH FLOWS (UNAUDITED)
                 FOR THE THREE MONTHS ENDED NOVEMBER 30,

                                                   1997             1996        

Cash flow from operating activities:    
  Net loss                                   $   (964,864)   $   (806,098)
Adjustments to reconcile net loss to net
  cash provided by (used in) operating   
  activities:                           
  Depreciation and amortization                   832,161       1,079,062 
  Deferred income taxes                             -----       1,041,010
  Provision for uncollectible receivables         429,650         298,626
  (Gain) loss on disposal of assets                (6,835)         51,051
  (Increase) decrease in assets: 
    Receivables                                  (402,017)     (3,229,871)
    Merchandise inventory                      (4,182,978)    (16,236,996)
    Other assets                                 (268,592)        (73,588)
  Increase (decrease) in liabilities:
    Accounts payable                             (128,893)      1,035,601
    Accounts payable-floor plan                 7,051,049       8,679,329
    Accrued expenses                              491,429       2,029,119
    Deferred revenue                             (861,255)     (1,339,674)
    Liabilities subject to compromise             185,474           -----
Adjustments due to reorganization items:     
  (Gain) loss on disposal of assets              (101,032)          -----
  Increase in accrued expenses for  
    restructuring items                           161,642           ----- 
  Payment of restructuring charges               (148,603)          -----
                                             -------------   -------------
  Net cash provided by (used in)
    operating activities                        2,086,336      (7,472,429) 
                                             -------------   -------------

Cash flow from investing activities: 
  Purchase of property and equipment               (1,330)       (670,463)
  Proceeds from sale of assets                     59,008           ----- 
  Proceeds from sale of assets due to 
    reorganization                                 73,216           -----
                                             -------------   -------------
    Net cash provided by (used in) 
      investing activities                        130,894        (670,463)
                                             -------------   -------------
Cash flow from financing activities: 
  Repayment of long-term debt                    (131,184)       (124,371)
  Borrowings under line of credit                   -----      17,050,000  
  Repayments under line of credit                   -----      (7,800,000)
  Borrowings under DIP line of credit           1,200,000           -----
  Repayments under DIP line of credit          (2,421,370)          -----
                                             -------------   ------------- 
    Net cash provided by (used in)  
      financing activities                     (1,352,554)      9,125,629
                                             -------------   -------------

Net increase in cash and cash                     864,676         982,737
  equivalents            
Cash and cash equivalents at beginning 
  of period                                     1,640,849       3,303,822 
                                             -------------   -------------
Cash and cash equivalents at end of           
  period                                     $  2,505,525    $  4,286,559
                                             -------------   -------------
                                             -------------   -------------

Cash paid during the period for:    
  Interest expense                           $    657,344    $    386,955
                                             -------------   -------------
                                             -------------   -------------
  Income taxes                               $      -----    $     26,000  
                                             -------------   -------------
                                             -------------   -------------
Supplemental schedule of noncash
  investing and financial activities:
    Assets acquired under capital lease             -----    $    275,368  
                                             -------------   -------------
                                             -------------   -------------

The accompanying notes are an integral part of these financial statements.

   

            CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
                         (DEBTOR-IN-POSSESSION)
                NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


   (1)  Basis of Presentation

            The information  for  the  three months ended November 30,
   1997  and  1996  is unaudited, but in the  opinion  of  management,
   reflects all adjustments,  which  are of a normal recurring nature,
   necessary for a fair presentation of financial position and results
   of operations for the interim periods.   The accompanying financial
   statements  should  be  read  in  conjunction  with  the  financial
   statements  and  notes  thereto  contained in the Company's  Annual
   Report on Form 10-K/A for the fiscal year ended August 31, 1997.

            The financial statements  have been prepared in accordance
   with  the  American  Institute  of  Certified   Public  Accountants
   Statement  of Position 90-7, "Financial Reporting  by  Entities  in
   Reorganization   Under   the   Bankruptcy   Code."   The  financial
   statements   have   been   prepared  using  accounting   principles
   applicable to a going concern,  which assumes realization of assets
   and settlement of liabilities in  the  normal  course  of business.
   The  appropriateness of using the going concern basis is  dependent
   upon,  among  other  things,  the  ability to comply with debtor in
   possession  financing  agreements,  confirmation   of   a  plan  of
   reorganization,  the ability to achieve profitable operations,  and
   the ability to generate  sufficient  cash  flows from operations to
   meet obligations.  See Note 2.

            The  results  of  operations  for the three  months  ended
   November 30, 1997 are not necessarily indicative  of the results to
   be expected for the full fiscal year ending August 31, 1998.

   (2)      Chapter 11 Bankruptcy Proceedings and Restructuring

            On June 4, 1997, the Company filed a voluntary petition in
   the  U. S. Bankruptcy Court for the Eastern District  of  Louisiana
   for reorganization  under  Chapter  11 of the U. S. Bankruptcy Code
   (the "Bankruptcy Code"), and is currently operating its business as
   debtor-in-possession under the supervision  of the Bankruptcy Court
   (the "Bankruptcy Court").

            As of the petition date, actions to  collect  pre-petition
   indebtedness are stayed and other contractual obligations  may  not
   be enforced against the Company.  In addition, under the Bankruptcy
   Code,  the  Company may reject executory contracts, including lease
   obligations.   Parties affected by these rejections may file claims
   with the Bankruptcy  Court  in  accordance  with the reorganization
   process.  Substantially all liabilities as of the petition date are
   subject to settlement under a plan of reorganization  to  be  voted
   upon  by  creditors and equity security holders and approved by the
   Bankruptcy  Court.  The Company has not yet prepared or submitted a
   plan of reorganization.   As  provided  by the Bankruptcy Code, the
   Company has the exclusive right for a period  of  time  to submit a
   plan  of  reorganization.  This  period  has  been extended by  the
   Bankruptcy Court to January 15, 1998, and the Company  has  filed a
   motion  with  the  Bankruptcy  Court  seeking approval of a further
   extension to February 15, 1998.

            The Company has obtained the approval  of  the  Bankruptcy
   Court  to  continue  to  pay for utility services, certain consumer
   practices  (including  the  continuation  of  service  on  existing
   extended warranty contracts),  payroll  and  employee benefits, and
   property  and  liability  insurance  coverage.   These   items  are
   recorded  as  accrued  expenses  not  subject  to  compromise.  The
   Company  is  also  allowed  to continue normal business  practices,
   including purchasing inventory  and  payment  of  normal  operating
   expenses incurred after the filing of the bankruptcy petition.

            As part of the reorganization process, the Company  closed
   eleven stores and one distribution center in fiscal 1997.  It  also
   closed  an  additional  distribution center in October, 1997, after
   its fiscal year-end.  It has cut corporate  overhead  expenses  and 
   store  operating  expenses,  and  has initiated  several strategies 
   designed to improve operating performance (as more fully  explained  
   in Item 1 of its Annual Report   on  Form  10-K  for  fiscal 1997).   
   Based  upon  projections  of  its  operating  results,  the Company 
   believes that its  existing  funds,  its  operating cash flows, the 
   available DIP line of credit discussed in Note 3, receipt  of state 
   income tax refunds which are due the Company,  and  the vendor  and  
   inventory financing arrangements discussed in Note 3 are sufficient 
   to satisfy expected  cash  requirements  in fiscal 1998.   However,  
   there  is  no  assurance  that  the Company's  projected  operating 
   results will be  achieved  during  fiscal  1998.  The  Company  may 
   require additional working capital financing in  fiscal  1999  when  
   the balance of the line of credit becomes due on December 31, 1998.

            On  December  16, 1997, the Company was  notified  by  the
   Nasdaq Stock Market, Inc. ("Nasdaq") that the Company does not meet
   all of the listing requirements for continued listing on the Nasdaq
   National Market based upon  its  financial statements of August 31,
   1997, and that Nasdaq was commencing  a  review  of  the  Company's
   eligibility  for  continued  listing.   On  January  12,  1998, the
   Company  was  notified  by  Nasdaq  that its Common Stock would  be
   delisted effective January  19,  1998  unless  the  Company pursues 
   Nasdaq's  procedural  remedies,  which  the  Company  is  currently 
   considering.  If  the  Company's  Common  Stock  is  delisted,  the 
   Company's common shareholders will likely experience a reduction in 
   the liquidity of their shares.

   (3)      Debt

            See Notes 6 and  7  of  the Company's financial statements
   included in its Annual Report on Form  10-K/A  for the fiscal  year
   ended August 31, 1997 for a detailed description  of  the Company's
   debt   arrangements.   Long-term  debt  as  of  November  30,  1997
   consisted  of  three  term  loans,  one  with a bank group, and the
   others  with  financial  institutions.   The outstanding  principal
   balance  and applicable interest rate on the  term  loan  with  the
   banks  as  of   November  30,  1997  were  $18.4  million  and  9%,
   respectively.

            The term  loan  with  the banks contains certain reporting
   requirements and restrictive covenants which require the Company to
   maintain certain minimum annual earnings levels and working capital
   levels.  This term loan also contains  a  cross  default  provision
   with  all  other  debt  instruments  of the Company and a provision
   which prohibits the Company from paying  dividends  on  its  common
   stock.   As of November 30, 1997, the Company was not in compliance
   with certain  of the covenants contained in the bank term loan, and
   was in default of this agreement due to these violations as well as
   certain cross default  provisions.   However,  on December 12, 1997
   the  Company  obtained  the  agreement of the lenders  to  forebear
   through  September 1, 1998 the  enforcement  of  their  rights  and
   remedies under the term loan agreement contingent upon the approval
   of  this forbearance  agreement  and  an  agreement  requiring  the
   payment of certain professional fees to the banks by the Bankruptcy
   Court.   The  Company  believes  it is probable that the Bankruptcy
   Court  will approve these agreements.   The  forbearance  agreement
   also provides  that  the  lenders  will forebear the enforcement of
   their rights and remedies through September  1, 1998 if the Company
   were  to  violate certain financial covenants relating  to  minimum
   annual earnings  and  working  capital  levels  during that period,
   which the Company does not expect to comply with  in  the  upcoming
   fiscal  year.   On  January  12,  1998,  the  Company  obtained the
   agreement of the lenders to extend the forbearance of their  rights
   and remedies related to the prior defaults discussed above and  the
   potential  future  defaults  of certain financial covenants through
   December 1, 1998.

            The principal balance of the first of the other term loans
   was $3.7 million as of November  30,  1997  and accrues interest at
   7.19%  (the  average weekly yield of 30 Day Commercial  paper  plus
   1.8%).  The balance  on this note is carried as a liability subject
   to compromise.  The second  of the other term loans was $276,000 as
   of November 30, 1997, and accrues  interest  payable  monthly at an
   annual rate of 9%.

            As  of  November  30, 1997, the Company also uses  several
   "floor plan" finance companies  to  finance  the  majority  of  its
   inventory purchases.  In addition, the Company finances some of its
   inventory  purchases through open-account arrangements with various
   vendors.  The  Company  has  an  aggregate borrowing limit with the
   floor plan finance companies of approximately  $43.5 million.  Each
   of  the  floor  plan  financing agreements contains  cross  default
   clauses with all other  debt  instruments  of  the  Company.  As of
   August  31,  1997  the  Company was not in compliance with  several
   covenants contained in the  floor  plan  agreements and was also in
   default of those floor plan agreements due  to  its failure to make
   certain payments required by the agreements relating  to  inventory
   shortages and obsolescence identified by the Company.  The  Company
   obtained  waivers  for  some of these violations and as of December
   11, 1997 had obtained the  agreement  of  each  of  the  floor plan
   lenders to forebear their rights and remedies pursuant to the floor
   plan   agreements   subject  to:   (i)  the  Company's  payment  of
   approximately $1,654,000  in  principal, plus interest at the prime
   rate plus 3%, to the floor plan  lenders  at  various dates through
   December  15,  1998,  and  (ii)  the approval of these  forbearance
   agreements  by  the  Bankruptcy Court.   Management  believes  that
   sufficient liquidity will  exist  during  the upcoming year to fund
   these required payments and that it is probable that the Bankruptcy
   Court will approve these forbearance agreements.

            The Company has also obtained debtor in possession ("DIP")
   financing from two of its floor plan lenders  in  the  form of a $3
   million  line  of  credit  which  had  an  outstanding  balance  of
   $1,778,630  at  November  30,  1997.   The line of credit financing
   agreement contains certain covenants, a  cross  default clause with
   all  other  debt instruments of the Company, and it  prohibits  the
   Company from  spending  more  than  $50,000  per  year  on  capital
   expenditures  without approval.  As of August 31, 1997, the Company
   was not in compliance  with  certain  covenants  contained  in this
   agreement,  but the Company has obtained the forbearance agreements
   discussed above.

   (4)      Deferred Compensation Plan for Directors

            On November  19,  1997  the  Board of Directors approved a
   Deferred Compensation Plan for Outside  Directors (the "Plan") with
   an effective date of January 1, 1998.  The  purpose  of the Plan is
   (a)  to  provide  for  the  deferral  of  the  payment  of director
   compensation to the members of the Company's Board of Directors who
   are not full-time employees of the Company (the "Directors")  until
   the Company is in a better position to pay such fees, (b) to permit
   Directors  to  elect  to  defer  director  fees  until  age  65  or
   termination of Board service and (c) to provide deferred stock unit
   awards to the Chairman of the Board of Directors.

            Beginning   January   1,   1998,  all  compensation  which
   Directors   are  entitled  to  be  paid  by   the   Company   shall
   automatically be deferred until the later of one year from the date
   the Plan was  adopted  or  the  effective  date  of  the Bankruptcy
   Court's  confirmation  of a plan of reorganization.  Each  Director
   may elect to further defer  such  compensation until the earlier of
   age 65 or termination of Board service  and may elect as to whether
   such  deferral shall be in the form of hypothetical  units  of  the
   Company's  Common  Stock  (the  "Stock Units") or in a reserve (the
   "Reserve").  The value of Stock Units  is  tied  to the quoted fair
   market value price of the Company's Common Stock.

            Under  the  Plan,  the Company also granted  30,000  Stock
   Units to the Chairman of the  Board  as  deferred  compensation for
   past services provided to the Company. The Plan also  provides  for
   the  Chairman  to  be  credited  with 5,000 Stock Units as deferred
   compensation on the last day of each  month for the thirteen months
   beginning December 31, 1997 and ending  January  31, 1999, provided
   he continues to serve as Chairman on such dates.

            All  amounts  credited  to Stock Unit or Reserve  accounts
   will at all times constitute general,  unsecured liabilities of the
   Company payable exclusively out of its general assets, and under no
   circumstances will the Company be required  to  segregate  from its
   general  assets  funds  sufficient  to pay the amounts credited  to
   Stock Unit or Reserve accounts.

   (5)      Income Taxes

            The Company's effective income tax rate was 0% and 38% for
   the three months ended November 30, 1997  and  1996,  respectively.
   The  November  30,  1997  effective  tax  rate  of  0% is due to  a
   valuation allowance recorded by the Company for that portion of the
   net  deferred  tax  asset that cannot be realized by carrybacks  or
   offsetting deferred tax  liabilities.   The  valuation allowance is
   based  upon  the  fact that sufficient positive evidence  does  not
   exist, as defined in  Statement  of  Financial Accounting Standards
   No.  109,  Accounting  for Income Taxes,  regarding  the  Company's
   ability to realize certain  deferred  tax  assets  and carryforward
   items.

   (6)      Contingencies and Commitments

            In the normal course of business, the Company  is involved
   in  various legal proceedings.  Based upon the Company's evaluation
   of the  information  presently  available, management believes that
   the ultimate resolution of any such  proceedings  will  not  have a
   material  adverse  effect  on  the  Company's  financial  position,
   liquidity or results of operation.

            Under Chapter 11, substantially all pending litigation and
   collection of outstanding claims against the Company at the date of
   the  filings  are  stayed  while  the  Company  continues  business
   operations as debtor-in-possession.  As debtor-in-possession  under
   Chapter 11, the Company is authorized to operate its business,  but
   it  may  not  engage in transactions outside the ordinary course of
   business without  first  complying  with  the  notice  and  hearing
   provisions  of  the  Bankruptcy Code and obtaining Bankruptcy Court
   approval where and when necessary.

            During fiscal  years 1998 and 1999, the Company's existing
   computer software systems  will  need  to be evaluated and computer
   programs upgraded or amended to be year  2000  compliant.  The cost
   of this effort has not yet been determined.

            At November 30, 1997, there was a balance  of  $427,000 in
   U.S. Treasury Bills which were pledged to support certain executive
   employment  and  severance agreements.  Subsequent to November  30,
   1997,  a settlement  was  reached  in  a  dispute  with  two  prior
   executives  in  which  they agreed to accept $30,000 and to release
   the Company from the pledge against $312,000 of the Treasury Bills.


   

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   General Overview

            The Company experienced comparable store sales declines of
   22.9% during the quarter ended November 30, 1997 as compared to the
   same period last year, continuing  a  trend that began in the third
   quarter  of  fiscal 1995.  The decline in  comparable  store  sales
   reflects the combined  impact of the general weakness in the retail
   consumer electronics industry, increased competition in many of the
   Company's principal markets,  a  slowdown in the development of new
   products  in consumer electronic categories  and  reduced  spending
   levels of consumers for non-essential goods due to record high debt
   levels.  The  decrease  in  net sales in the quarter ended November
   30,  1997 is attributable to the  comparable  store  sales  decline
   together with the closure of 11 stores during fiscal 1997.

            Net  loss before income taxes and reorganization items for
   the three months ended November 30, 1997 and November 30, 1996 were
   $810,000 and $1,300,000,  respectively.   The net loss was lower in
   1997 due primarily to a significant increase  in  the  gross margin
   percent,  which  was  partially  offset  by an increase in selling,
   general  and  administrative  expenses and interest  expense  as  a
   percentage of sales.  See "Results  of  Operations"  for  a further
   discussion of the increases in these percentages.  Net loss  before
   income taxes and reorganization items also included a $103,000 gain
   on sale of fixed assets in 1997 compared to a $51,000 loss on  sale
   of  fixed  assets  in  1996.   Net  loss  (after  income  taxes and
   reorganization items) for the three months ended November 30,  1997
   and  November  30,  1996  were $965,000 and $806,000, respectively.
   The Company incurred $155,000  in  the first quarter of fiscal 1998
   for reorganization expenses related  to  the  Chapter 11 Bankruptcy
   proceedings.   In  the  first quarter of fiscal 1997,  the  Company
   recorded an income tax benefit of $494,00.

            Following the filing of its Chapter 11 petition on June 4,
   1997, the Company closed nine stores and one distribution center in
   July 1997.  It also had previously  closed  two  stores  in January
   1997.  The Shreveport, Louisiana warehouse was closed subsequent to
   year-end  in  October  1997.  Inventory at the Shreveport warehouse
   was moved to a smaller warehouse  leased  beginning in October 1997
   that is adjacent to the Company's remaining  warehouse  located  in
   Harahan, Louisiana.

            Campo  has  implemented  a number of changes to reduce its
   variable expense structure in line  with  declining sales revenues.
   The Company has examined closely its operations  at  all  levels to
   identify  opportunities  for  expense  reduction.  The Company  has
   streamlined its corporate structure in light  of  current  business
   conditions  through  significant staff reductions in administrative
   positions.   In  order  to  reduce  advertising  expenditures,  the
   Company  has reduced the number  of  pages  and  frequency  of  its
   advertising  tabloids.   Campo has outsourced functions that can be
   handled  by  a third party more  efficiently,  such  as  facilities
   management and extended warranty claims administration.  During the
   first quarter  of  fiscal  1998,  the Company's new management team
   implemented a number of cost reduction  measures  and changes which
   should result in significant savings for the Company in the future.
   The  sales  associate commission program and the extended  warranty
   commission  program   were   reduced  to  be  consistent  with  the
   commission structures offered  by  the  Company's competitors.  The
   Shreveport  distribution  center  was  closed   and  the  Company's
   distribution  operations  were  consolidated  in  the  New  Orleans
   facility.   Store  payrolls  were  put  under  tighter control  and
   corporate  office  payroll  was reduced further through  additional
   position eliminations.

   

   Results of Operations

            The following table sets forth, for the periods indicated,
   the relative percentages that certain income and expense items bear
   to net sales:

                                             Three Months Ended     
 

                                       November 30,         November 30,     
                                           1997                 1996  

Net sales                                    100.0%               100.0%
Cost of sales                                 76.2                 80.4  
                                            -------              -------
Gross profit                                  23.8                 19.6 
Selling, general and 
  administrative expense                      24.9                 21.0
                                            -------              -------
Operating income (loss)                       (1.1)                (1.4)

Interest expense                              (1.5)                (0.6) 
Interest income                                0.0                  0.0  
Other income (expense)                          .5                  0.0   
                                            -------              -------
                                              (1.0)                (0.6)
Income  (loss)  before income  
  taxes and reorganization items              (2.1)                (2.0) 
Income     (expense)     from   
  reorganization item:                        (0.4)                 0.0 
Income tax expense (benefit)                   0.0                 (0.8) 
                                            -------              -------
Net loss                                      (2.5)%               (1.2)% 
                                            -------              -------
                                            -------              -------


   Three Months Ended  November  30,  1997 as Compared to Three Months
   Ended November 30, 1996

            Net sales for the three months  ended  November  30,  1997
   decreased  42.4% to $37.9 million compared to $65.8 million for the
   same period  in  1996.  Comparable retail store sales for the three
   months ended November  30, 1997 decreased by 22.9%.  The decline in
   sales reflects the combined  impact  of the general weakness in the
   retail consumer electronics industry, increased competition in many
   of the Company's principal markets, a  slowdown  in the development
   of  new  products  in  consumer electronic categories  and  reduced
   spending levels of consumers  for non-essential goods due to record
   high debt levels.

            Extended warranty revenue  recognized  under the straight-
   line method (applicable to those extended warranty  contracts  sold
   prior  to August 1, 1995) was $1.1 million and $1.7 million for the
   quarters  ended November 30, 1997 and 1996, respectively.  Extended
   warranty expenses  for  these  same  periods were $791,000 and $1.1
   million,  respectively,  before any allocation  of  other  selling,
   general and administrative  expenses.   Since  August  1, 1995, the
   Company  has  sold  to  an  unaffiliated  third  party all extended
   warranty service contracts sold by the Company to  customers  on or
   after  such date.  The Company records the sale of these contracts,
   net of any related sales commissions and the fees paid to the third
   party, as  a  component  of  net  sales  and immediately recognizes
   revenue  upon  the sale of such contracts.   Although  the  Company
   sells these contracts  at  a  discount,  the amount of the discount
   approximates  the  cost the Company would incur  to  service  these
   contracts,  while  transferring  the  full  obligation  for  future
   services to a third  party.   Net  revenue  from  extended warranty
   contracts sold to the third party for the quarters  ended  November
   30, 1997 and 1996 was $1.6 million and $1.9 million, respectively.

            Gross profit for the three months ended November 30,  1997
   was  $9.0  million  or  23.8%  of  net  sales  as compared to $12.9
   million,  or 19.6% of net sales for the comparable  period  in  the
   prior year.   The  increase  in the gross margin percentage of 4.2%
   was caused by the net effect of  several  factors.   The  raw gross
   margin   percentage   (before   rebates,  discounts  and  inventory
   shrinkage) increased by .8% due primarily to a shift in product mix
   sold from lower margin computers  to higher margin major appliances
   and electronic accessories.  Vendor  rebates and co-operative funds
   increased by 1.0% as a percentage of net  sales  due  to  extensive
   efforts   by  the  Company  to  pursue  and  collect  these  funds.
   Inventory shrinkage  as  a  percentage of net sales was 1.0% in the
   first quarter of fiscal 1997  compared  to .3% in the first quarter
   of fiscal 1998, a decrease of .7% of net sales.  This was caused by
   improved control and monitoring of inventory  in  the warehouse and
   stores.   The gross margin dollars earned as a result  of  warranty
   sales and deferred  warranty  income  discussed above resulted in a
   1.9%  increase  in  the  overall  gross  margin   percentage.   The
   remaining .2% net decrease in the gross margin percentage  was  due
   primarily to increased credit card charges.

            Selling,  general  and  administrative  expenses were $9.4
   million or 24.9% of net sales for the three months  ended  November
   30,  1997  as compared to $13.8 million, or 21.0% of net sales  for
   the comparable  period  in  the  prior  year.   These  costs  as  a
   percentage  of  net  sales  increased  by  3.9%  due  primarily  to
   advertising   costs,  certain  fixed  payroll  costs,  depreciation
   expense, repairs  and  maintenance  expense, and telecommunications
   expense,  which did not decline in proportion  to  the  decline  in
   sales.  As  a  percentage  of  net  sales,  gross advertising costs
   declined  by  .7%.   However,  advertising  rebates   from  vendors
   declined  by  1.9%  of  net sales resulting in an increase  in  net
   advertising costs of 1.2%  of  net  sales.   As a percentage of net
   sales,  payroll  expense  increased  by 1.4%, depreciation  expense
   increased by .6%, repairs and maintenance expense increased by .2%,
   telecommunications expense increased by .2%, and all other selling,
   general and administrative expenses increased by .3%.

            Interest expense increased by  approximately  $118,000  in
   the  three  months  ended  November  30,  1997 compared to the same
   period  of the prior year.  Interest expense  is  net  of  discount
   income received  from floor plan lenders, who pass along certain of
   the vendor discounts  on  floor  plan  purchases  to  the  Company.
   Interest expense increased in the first quarter of fiscal 1998  due
   to the net effect of a $395,000 decrease in gross interest expense,
   which  was  more  than  offset  by  a $513,000 decrease in discount
   income received from floor plan lenders.   The  decrease  in  gross
   interest  expense  was due to the effect of principal payments made
   on long term debt prior  to the Bankruptcy filing, and the decrease
   in discount income was due  to  the  reduced  number  of stores and
   related volume of financed inventory purchases.  Other  income, net
   increased by approximately $120,000 due primarily to a gain on sale
   of fixed assets of $103,000 realized in the first quarter of fiscal
   1998  compared  to  a loss of $51,000 in the same period of  fiscal
   1997.  The gain resulted  from  sales  of  miscellaneous equipment,
   fixtures and trucks.  This positive effect was  partially offset by
   decreases in rental income and vendor compensation  earned on sales
   tax payments.

            Reorganization expenses totaled approximately $155,000 for
   the first quarter of fiscal 1998 and were primarily legal  expenses
   directly related to the Chapter 11 Bankruptcy proceedings.

            The  Company's effective income tax rate was 0% and  38.0%
   for  the  three  months   ended   November   30,   1997  and  1996,
   respectively.  The November 30, 1997 effective tax rate  of  0%  is
   due  to  a  valuation  allowance  recorded  by the Company for that
   portion of the net deferred tax asset that cannot  be  realized  by
   carrybacks  or  offsetting deferred tax liabilities.  The valuation
   allowance is based  upon the fact that sufficient positive evidence
   does not exist, as defined  in  Statement  of  Financial Accounting
   Standards  No.  109,  Accounting  for Income Taxes,  regarding  the
   Company's  ability  to  realize certain  deferred  tax  assets  and
   carryforward items.

   Liquidity and Capital Resources

            Historically, the  Company's  primary sources of liquidity
   have been from cash from operations, revolving lines of credit, and
   from  the Company's initial and secondary  public  offerings.   Net
   cash provided  by  operating  activities  was  $2.1 million for the
   three months ended November 30, 1997, as compared  to  cash used in
   operating  activities of $(7.5) million for the three months  ended
   November 30,  1996.   The  increase  in  cash provided by operating
   activities during the three months ended November  30, 1997 was due
   primarily to an increase in accounts payable due floor plan lenders
   which  was  not  matched  by  a  similar  increase  in  merchandise
   inventories because of timing differences.  Payments made  to floor
   plan  lenders generally occur two business days after the inventory
   is sold.   The timing of quarter-end at November 30, 1997 coincided
   with heavy sales  for the Thanksgiving weekend, and these inventory
   sales were not paid for until the first two days after quarter-end.
   Also, the Company's  purchases  of  non-floor plan inventories were
   kept to a minimum due to tighter cash  management.  The use of cash
   during the three months ended November 30,  1996  was due primarily
   to  increases in merchandise inventory and receivables  which  were
   not completely  offset by the related increase in accounts payable.
   During 1996, the  Company  began  increasing  inventories  for  the
   Christmas  season  earlier  (prior  to  Thanksgiving) and in larger
   quantities, and there was also one less day  of weekend sales after
   Thanksgiving  in  the  November, 1996 calendar.   Total  assets  at
   November 30, 1997 were $78.1  million,  a decrease of $59.7 million
   (43.3%) from November 30, 1996.  The decrease  in  assets  includes
   decreases  of  $8.9  million  in  receivables,   $36.5  million  in
   inventories,  $2.4 million in deferred tax assets, and $9.5 million
   in net property and equipment.

            The Company  incurred  capital  expenditures of $1,330 and
   $670,000 during the three months ended November  30, 1997 and 1996,
   respectively.    The   expenditures  in  1996  were  primarily   in
   connection with new computer  equipment  and software purchases and
   leasehold  improvements funded with mostly  short-term  borrowings.
   At November  30,  1997,  there  was  a  balance of $427,000 in U.S.
   Treasury  Bills  which  were pledged to support  certain  executive
   employment and severance  agreements.   Subsequent  to November 30,
   1997,  a  settlement  was  reached  in  a  dispute  with two  prior
   executives  in which they agreed to accept $30,000 and  to  release
   the Company from the pledge against $312,000 of the Treasury Bills.

            Long-term debt as of November 30, 1997, consisted of three
   term loans, one  with  a  bank group, and the others with financial
   institutions.  The loan agreement  with  the bank group was amended
   on  June  25,  1997  to consolidate the note with  the  outstanding
   balance on the then existing line of credit, extend the term of the
   note to 36 months, and  change  the  interest rate to 9%.  Interest
   only payments are due quarterly for the first year, with nine fixed
   quarterly principal payments of $223,000  plus  accrued interest to
   begin  after one year.  A balloon payment is due on  the  remaining
   balance of the note at June 27, 2000.  Outstanding amounts pursuant
   to this  agreement are collateralized by the Company's real estate.
   The outstanding  principal  balance and applicable interest rate on
   this  loan as of November 30,  1997  were  $18.4  million  and  9%,
   respectively.

            The  term  loan  with the banks contains certain reporting
   requirements and restrictive covenants which require the Company to
   maintain certain minimum annual earnings levels and working capital
   levels.  This term loan also  contains  a  cross  default provision
   with  all  other  debt instruments of the Company and  a  provision
   which prohibits the  Company  from  paying  dividends on its common
   stock.  As of November 30, 1997, the Company  was not in compliance
   with certain of the covenants contained in the  bank term loan, and
   was in default of this agreement due to these violations as well as
   certain  cross default provisions.  However, on December  12,  1997
   the Company  obtained  the  agreement  of  the  lenders to forebear
   through  September  1,  1998  the enforcement of their  rights  and
   remedies under the term loan agreement contingent upon the approval
   of  this  forbearance  agreement and  an  agreement  requiring  the
   payment of certain professional fees to the banks by the Bankruptcy
   Court.  The Company believes  it  is  probable  that the Bankruptcy
   Court  will  approve  these agreements.  The forbearance  agreement
   also provides that the  lenders  will  forebear  the enforcement of
   their rights and remedies through September 1, 1998  if the Company
   were  to  violate  certain financial covenants relating to  minimum
   annual earnings and  working  capital  levels  during  that period,
   which  the  Company does not expect to comply with in the  upcoming
   fiscal year.   On  January  12,  1998,  the  Company  obtained  the
   agreement  of the lenders to extend the forbearance of their rights
   and remedies  related to the prior defaults discussed above and the
   potential future  defaults  of  certain financial covenants through
   December 1, 1998.

            The principal balance of the first of the other term loans
   was $3.7 million as of November 30,  1997  and  accrues interest at
   7.19%  (the  average weekly yield of 30 Day Commercial  paper  plus
   1.8%), with the  balance  of  all  outstanding  principal  due  and
   payable  at  maturity  on August 30, 2002.  The furniture, fixtures
   and  equipment  at  various   locations   leased   by  the  Company
   collateralize outstanding amounts pursuant to this agreement.   The
   balance  on  this  note  is  carried  as  a  liability  subject  to
   compromise.   The second of the other term loans was $276,000 as of
   November 30, 1997,  and  accrues  interest  payable  monthly  at an
   annual  rate  of  9%.   The  note  is  divided  equally between two
   instruments, one with a maturity date of September 1, 1999, and the
   second  with  a  maturity date of December 1, 1999.   The  note  is
   secured by certain computer software.

            As of November  30,  1997,  the  Company also uses several
   "floor  plan"  finance  companies to finance the  majority  of  its
   inventory purchases.  In addition, the Company finances some of its
   inventory purchases through  open-account arrangements with various
   vendors.  The Company has an aggregate  borrowing  limit  with  the
   floor  plan  finance  companies of approximately $43.5 million with
   outstanding  borrowings   being   collateralized  with  merchandise
   inventory  and  vendor  receivables.   Payment  terms  under  these
   agreements are on a "pay  as  sold"  basis,  with the Company being
   required to pay down indebtedness on a daily basis  as the financed
   goods  are  sold.   Each  of  the  floor  plan financing agreements
   contains cross default clauses with all other  debt  instruments of
   the  Company.   As  of  August  31,  1997  the  Company was not  in
   compliance  with  several  covenants  contained in the  floor  plan
   agreements and was also in default of those  floor  plan agreements
   due  to  its  failure  to  make  certain payments required  by  the
   agreements  relating  to  inventory  shortages   and   obsolescence
   identified by the Company.  The Company obtained waivers  for  some
   of  these  violations  and as of December 11, 1997 had obtained the
   agreement of each of the  floor  plan  lenders  to  forebear  their
   rights  and  remedies pursuant to the floor plan agreements subject
   to:   (i) the Company's  payment  of  approximately  $1,654,000  in
   principal,  plus  interest  at the prime rate plus 3%, to the floor
   plan lenders at various dates  through  December 15, 1998, and (ii)
   the  approval  of these forbearance agreements  by  the  Bankruptcy
   Court.  Management  believes  that  sufficient liquidity will exist
   during the upcoming year to fund these  required  payments and that
   it  is  probable  that  the  Bankruptcy  Court  will approve  these
   forbearance agreements.

            The Company has also obtained debtor in possession ("DIP")
   financing from two of its floor plan lenders in the  form  of  a $3
   million  line  of  credit  which  had  an  outstanding  balance  of
   $1,778,630  at  November  30,  1997.  The line of credit matures at
   December 31, 1998 and bears interest  at  prime  plus  3%,  payable
   monthly,  with  two  principal  payments  of  $1.5 million each due
   December  31,  1997  and December 31, 1998.  The Company  paid  the
   required  $1.5  million   payment  in  December,  1997,  which  was
   partially funded by receipt  of  a  $1.1 million federal income tax
   refund that had been previously assigned  to  these  lenders.   The
   primary use of the line of credit is to finance inventory purchases
   during  peak  periods.   This line of credit, together with amounts
   owed  under such lenders' floor  plan  financing  arrangements,  is
   collateralized by merchandise inventory, as well as by a broad lien
   on all of the Company's other assets.  The line of credit financing
   agreement  contains  certain covenants, a cross default clause with
   all other debt instruments  of  the  Company,  and it prohibits the
   Company  from  spending  more  than  $50,000  per year  on  capital
   expenditures without approval.  As of August 31,  1997, the Company
   was  not  in  compliance with certain covenants contained  in  this
   agreement, but the Company has obtained the forebearance agreements
   discussed above.

            Net cash  used  in financing activities was $(1.4) million
   in the three months ended  November  30,  1997,  compared  to  $9.1
   million  provided by financing activities in the three months ended
   November 30,  1996.   The  primary  use  of cash in the 1997 period
   consisted of principal payments on the DIP  line  of  credit.   The
   source  of  cash  in the 1996 period resulted from borrowings under
   short-term borrowing arrangement.

            Since the  Company filed for Chapter 11 reorganization, it
   has  closed nine stores  and  two  warehouses,  has  cut  corporate
   overhead  expenses  and store operating expenses, and has initiated
   several strategies designed  to  improve  operating performance (as
   more fully explained in Item 1 of its Annual  Report  on  Form 10-K
   for fiscal 1997).  Based upon projections of its operating results,
   the  Company  believes that its existing funds, its operating  cash
   flows, the available DIP line of credit discussed above, receipt of
   state income tax  refunds which are due the Company, and the vendor
   and inventory financing arrangements discussed above are sufficient
   to satisfy expected  cash  requirements  in  fiscal 1998.  However,
   there  is  no  assurance  that  the  Company's projected  operating
   results  will  be achieved during fiscal  1998.   The  Company  may
   require additional  working  capital  financing in fiscal 1999 when
   the balance of the line of credit becomes due on December 31, 1998.

            On  December  16, 1997 the Company  was  notified  by  the
   Nasdaq Stock Market, Inc. ("Nasdaq") that the Company does not meet
   all of the listing requirements for continued listing on the Nasdaq
   National Market based upon  its  financial statements at August 31,
   1997, and that Nasdaq was commencing  a  review  of  the  Company's
   eligibility  for  continued  listing.   On  January  12,  1998, the
   Company  was  notified  by  Nasdaq  that its Common Stock would  be
   delisted on January 19, 1998 unless the  Company  pursues  Nasdaq's
   procedural remedies, which the Company is currently considering. If 
   the Company's  Common  Stock  is  delisted,  the  Company's  common 
   shareholders will likely experience a reduction in the liquidity of 
   their shares.

   Impact of Inflation

            In management's opinion, inflation has not had a  material
   impact  on  the  Company's  financial  results for the three months
   ended  November 30, 1997 and 1996. Technological  advances  coupled
   with increased  competition  have  caused  prices  on  many  of the
   Company's  products to decline.  Those products that have increased
   in price have  in  most  cases  done  so  in  proportion to current
   inflation  rates.   Management does not anticipate  that  inflation
   will have a material  impact  on the Company's financial results in
   the future.

   Forward-Looking Statements

            This  report  contains  forward-looking   statements   (as
   defined  in  the  Private Securities Litigation Reform Act of 1995)
   representing the Company's current expectations, beliefs, estimates
   or  intentions concerning  the  Company's  future  performance  and
   operating  results,  its  products, services, markets and industry,
   and/or future events relating  to  or effecting the Company and its
   business  and operations.  When used  in  this  report,  the  words
   "believes,"    "estimates,"    "plans,"    "expects,"    "intends,"
   "anticipates,"  and  similar  expressions  as  they  relate  to the
   Company   are  intended  to  identify  forward-looking  statements.
   Although the  Company  believes  that the expectations reflected in
   such forward-looking statements are  reasonable,  it  can  give  no
   assurance  that  such expectations will prove to have been correct.
   Important factors  that  could cause actual results or achievements
   of the Company to differ materially  from  those  indicated  by the
   forward-looking   statements   include,   without  limitation,  the
   effectiveness of the Company's business and  marketing  strategies,
   the  product mix sold by the Company, customer demand, availability
   of existing  and  new  merchandise  from, and the establishment and
   maintenance of relationships with, suppliers, price competition for
   products and services sold by the Company,  management of expenses,
   gross  profit  margins,  availability  and terms  of  financing  to
   refinance or repay existing financings or  to  fund  capital needs,
   the   continued   and   anticipated   growth  of  the  retail  home
   entertainment  and  consumer  electronics  industry,  a  change  in
   interest rates, exchange rate fluctuations,  the seasonality of the
   Company's business and the other risks and factors detailed in this
   report  and  in the Company's other filings with  the  SEC.   These
   risks and uncertainties  are  beyond  the ability of the Company to
   control.   In many cases, the Company cannot  predict  all  of  the
   risks and uncertainties  that  could cause actual results to differ
   materially from those indicated  by the forward-looking statements.
   All  forward-looking  statements  in   this  report  are  expressly
   qualified in their entirety by the cautionary  statements  in  this
   paragraph.



   

                       PART II.  OTHER INFORMATION

   Item 1.  Legal Proceedings

            There  have been no material developments during the three
   months ended November 30, 1997.

   Item 6.  Exhibits and Reports on Form 8-K

               (a)  Exhibits
            3.1      Amended and Restated Articles of Incorporation of
                     the   Company,(1)   as  amended  by  Articles  of
                     Amendment dated January 3, 1995.(2)

            3.2      Composite By-laws of  the  Company, as of October
                     4, 1996.(3)

            10.1     Deferred Compensation Plan for  Outside Directors
                     adopted November 19, 1997.

            27.1     Financial Data Schedule
                  __________
            (1)      Incorporated  by  reference  from  the  Company's
                     Registration  Statement on Form S-1 (Registration
                     No.  33-56796)  filed   with  the  Commission  on
                     January 6, 1993.

            (2)      Incorporated  by  reference  from  the  Company's
                     Quarterly Report on  Form  10-Q  for  the  fiscal
                     quarter ended February 28, 1995.

            (3)      Incorporated  by  reference  from  the  Company's
                     Quarterly  Report  on  Form  10-Q  for the fiscal
                     quarter ended November 30, 1996.
                  __________

            (b)  Reports on Form 8-K.
            No  reports on Form 8-K have been filed during  the  three
            months ended November 30, 1997.

   

            CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.


                               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.



                   CAMPO  ELECTRONICS,  APPLIANCES AND COMPUTERS, INC.



   January 14, 1997   /s/  WILLIAM E. WULFERS
                        William F. Wulfers
                        President and Chief Executive Officer



                        /s/  MICHAEL G. WARE
                        Michael G. Ware
                        Senior  Vice  President  and  Chief  Financial
                        Officer

   


              

   

                            INDEX TO EXHIBITS



                                                                  Sequentially
                                                                  Numbered 
Exhibit                  Description of Exhibits                  Pages
No.  

3.1        Amended and Restated Articles of Incorporation of the  
           Company,(1) as amended by Articles of Amendment dated  
           January 3, 1995.(2)                              

3.2        Composite  By-laws  of  the Company, as of October 4,  
           1996.(3)                                            

10.1       Deferred  Compensation  Plan  for  Outside  Directors  
           adopted November 19, 1997.                         

27.1       Financial Data Schedule.                

__________

   (1)      Incorporated  by reference from the Company's Registration
            Statement on Form  S-1  (Registration  No. 33-56796) filed
            with the Commission on January 6, 1993.

   (2)      Incorporated  by  reference  from the Company's  Quarterly
            Report on Form 10-Q for the fiscal  quarter ended February
            28, 1995.

   (3)      Incorporated  by  reference  from the Company's  Quarterly
            Report on Form 10-Q for the fiscal  quarter ended November
            30, 1996.