SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           Form 10-Q

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

       For the quarterly period ended September 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 2-93668-FW

                    CURTIS MATHES HOLDING CORPORATION
          (Exact name of Registrant as specified in its charter)
                                     
                       Texas                          75-1975147
          (State or other jurisdiction of         (I.R.S. Employer    
           incorporation or organization)          Identification No.)

               10911 Petal Street,                        75238  
                  Dallas, Texas                        (Zip Code)
     (Address of principal executive offices)

                              (214) 503-8880
           (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  September  30,  1997,  there were 40,842,360  shares  of
Registrant's common stock outstanding.
<PAGE>     
                         GENERAL INDEX
                                                      Page Number
                            PART I.
                     FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS                                  3

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS                   8

                            PART II.
                       OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                      9

SIGNATURES                                                     10

EXHIBIT INDEX                                                  10
<PAGE>
           CURTIS MATHES HOLDING CORPORATION and Subsidiaries
                PART I  -  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

A.   BASIS OF INTERIM FINANCIAL STATEMENT PREPARATION

     The  interim  financial  statements and  summarized  notes  included
herein were prepared, without audit, pursuant to rules and regulations of
the  Securities and Exchange Commission.  Because certain information and
notes  normally included in financial statements prepared  in  accordance
with  generally accepted accounting principles were condensed or  omitted
pursuant  to  such  rules  and regulations, it is  suggested  that  these
financial  statements  be  read  in  conjunction  with  the  Consolidated
Financial  Statements and the Notes thereto, included  in  the  Company's
Annual  Report on Form 10-K for the preceding fiscal year.  These interim
financial statements and notes hereto reflect all adjustments which  are,
in  the  opinion of management, necessary for a fair statement of results
for  the  interim  periods presented.  Such financial  results,  however,
should not be construed as necessarily indicative of future earnings.
     
            CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES     
                 CONSOLIDATED BALANCE SHEETS (Unaudited)
     
                                ASSETS
                                              September 30            June 30
                                                      1997               1997
                                              ------------       ------------
CURRENT ASSETS                                
       Cash and cash equivalents              $    236,255       $    800,346
       Marketable securities                       146,952            282,142
       Accounts receivable
          Trade                                     41,657                  -
          Due from related parties                  16,618             20,000
       Note receivable, net of allowance
          of $375,000                               31,845             35,237
       Inventory                                   379,418             79,701
       Prepaid expenses                          1,754,104          1,918,998
                                              ------------       ------------
       Total current assets                      2,606,849          3,136,424
                                              ------------       ------------
PROPERTY AND EQUIPMENT, net                      2,845,113          2,319,012
                                              ------------       ------------
OTHER ASSETS
      Investment in joint venture                  354,000            354,000
      Notes receivable, less current portion       288,931            291,521
      Software development                       5,157,778          4,149,748
      Licenses                                   1,085,367          1,100,117
      Trademark, net of accumulated
           amortization of $883,753
           and $822,693, respectively            4,032,002          4,093,061
      Other                                         30,870             30,870
                                              ------------       ------------
      Total other assets                        10,948,948         10,019,317
                                              ------------       ------------
TOTAL ASSETS                                  $ 16,400,910       $ 15,474,753
                                              ============       ============
                               -Continued-
<PAGE>     
                 CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES     
                  CONSOLIDATED BALANCE SHEETS (Unaudited)- Continued
     
                       LIABILITIES AND STOCKHOLDERS' EQUITY
     
                                              September 30            June 30
                                                      1997               1997
                                              ------------       ------------
CURRENT LIABILITIES
      Trade accounts payable                  $    828,728       $    355,894
      Accrued and other current liabilities        811,091          1,197,194
      License fees payable                         660,000            660,000
      Current maturities of long-term debt,
         including $34,000 due to related
         parties in 1997                           299,147            301,810
      Current maturities of obligations under
         capital leases                             54,275             38,296
                                              ------------       ------------
      Total current liabilities                  2,653,241          2,553,194
                                              ------------       ------------
LONG TERM DEBT, less current maturities            167,095            171,469
OBLIGATIONS UNDER CAPITAL LEASES,
      less current maturities                       14,674             14,262
WARRANTY PROVISION                                 339,972            435,193
                                              ------------       ------------
      Total liabilities                          3,174,982          3,174,118
                                              ------------       ------------
STOCKHOLDERS' EQUITY
      Preferred stock, cumulative, $1.00 par
       value; 1,000,000 shares authorized:
        Series A, 140,000 shares (liquidation
             preference of $140,000)               140,000            140,000
        Series H, 3 and 55 shares in 1996
             (liquidation preference of $75,000
             in 1997)                                    3                  3
        Series K, 9 shares in 1997 (liquidation
             preference of $1,035,000)                   -                  9
        Series L, 1,275 shares in 1997 (liquidation
             preference of $1,275,000)                   -              1,275
        Series M, 140 shares issued September 1997
             (liquidation preference of $3,500,000)    140                  -
      Common stock, $.01 par value; 80,000,000 and
        40,000,000 shares authorized and 40,842,360
        and 36,709,186 issued and outstanding at
        September 30, and June 30, 1997,
        respectively                               408,424            367,092
      Additional paid-in-capital                33,574,341         30,317,592
      Accumulated deficit, since July 1, 1993
        quasi reorganization in which an
        accumulated deficit of $4,140,595
        was eliminated                         (20,896,980)       (18,525,336)
                                              ------------       ------------
      Total Stockholders' Equity                13,225,928         12,300,635
                                              ------------       ------------
TOTAL LIABILITIES AND EQUITY                  $ 16,400,910       $ 15,474,753
                                              ============       ============
<PAGE>
                 CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

                                              Three Months Ended
                                              September 30       September 30
                                                      1997               1996
                                              ------------       ------------
REVENUES:
   Net sales                                  $     74,070       $  2,090,383
                                              ------------       ------------
     Total Revenue                                  74,070          2,090,383

COST OF SALES                                       65,878          2,005,071
                                              ------------       ------------
   Gross Profit                                      8,192             85,312

OPERATING EXPENSES                               2,362,551            896,297
                                              ------------       ------------
   Operating Loss                               (2,354,359)          (810,985)
                                              ------------       ------------
OTHER INCOME (EXPENSE):
   Interest and other income, net                    4,756             67,270
   Interest expense                                (16,170)            (9,833)
                                              ------------       ------------
       Total Other Income (Expense)                (11,414)            57,437
                                              ------------       ------------
LOSS FROM CONTINUING OPERATIONS BEFORE
   INCOME TAXES AND EXTRAORDINARY ITEM          (2,365,773)          (753,548)
   Income tax benefit                                    -            463,035
                                              ------------       ------------
LOSS FROM CONTINUING OPERATIONS BEFORE
   EXTRAORDINARY ITEM                           (2,365,773)          (290,513)
                                              ------------       ------------
Loss before extraordinary item                  (2,365,773)          (290,513)

EXTRAORDINARY ITEM
   Gain on extinguishment of debt, net of
      income taxes of $463,035                           -            789,426
                                              ------------       ------------
NET INCOME (LOSS)                             $ (2,365,773)      $    498,913
                                              ============       ============
Gain (Loss) from continuing operations
      per share                               $      (0.06)      $       0.01
                                              ============       ============
Gain from extraordinary item per share        $          -       $       0.03
                                              ============       ============
Gain (Loss) attributable to common
      shareholders                            $      (0.06)      $       0.04
                                              ============       ============
Weighted average common shares outstanding      39,076,264         26,481,800
                                              ============       ============
<PAGE>
                 CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                              Three Months Ended
                                              September 30       September 30
                                                      1997               1996
                                              ------------       ------------
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                 $ (2,365,773)      $    498,913
     Adjustments to reconcile net loss
        to cash provided (used) by
        operating activities:
           Depreciation and amortization           232,058            168,830
           Gain on extinguishment of debt                -         (1,252,461)
           Provision for bad debts                  18,417                  -
           Changes in assets and liabilities,
               net of effects from acquisitions
               and dispositions:
                    Accounts receivable            (19,858)            13,608
                    Inventory                     (299,717)           (62,817)
                    Prepaid expense and other      164,894           (918,755)
                    Restricted cash                      -             39,423
                    Other assets                         -             30,300
                    Accounts payable, accrued
                       liabilities and other
                       current liabilities          76,130           (381,787)
                    Other liabilities              (95,221)                 -
                                              ------------       ------------
             Cash provided (used) by operating
                activities                      (2,289,069)        (1,864,746)
                                              ------------       ------------
CASH FLOWS FROM INVESTING ACTIVITIES
            Purchases of property and equipment   (681,283)           (43,212)
            Investments - other                          -           (550,769)
            Software development                (1,008,030)                 -
            Proceeds from sale of marketable
               securities                          135,190                  -
                                              ------------       ------------
            Cash used for investing activities  (1,554,123)          (593,981)
                                              ------------       ------------
CASH FLOWS FROM FINANCING ACTIVITIES
           Proceeds from long-term debt                  -             (3,145)
           Principal payments on long-term debt     (4,374)          (119,856)
           Principal payments on capital lease
              obligations                              412                  -
           Issuances of preferred and common
              stock for cash                     3,290,000          5,010,917
           Redemption of preferred stock for
              cash                                       -         (1,170,305)
           Dividends paid through issuance of
              common stock                          (6,937)                 -
                                              ------------       ------------
           Cash provided by financing activities 3,279,101          3,717,611
                                              ------------       ------------
NET INCREASE (DECREASE) IN CASH AND
           CASH EQUIVALENTS                       (564,091)         1,258,884
CASH AND CASH EQUIVALENTS, BEGINNING               800,346          4,150,481
                                              ------------       ------------
CASH AND CASH EQUIVALENTS, ENDING             $    236,255       $  5,409,365
                                              ============       ============
<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

                            Overview

     The  following  discussion provides information  to  assist  in  the
understanding  of  the  Company's  financial  condition  and  results  of
operations for the fiscal quarter ended September 30, 1997.  It should be
read  in conjunction with the Consolidated Financial Statements and Notes
thereto appearing in the Company's Annual Report on Form 10-K for  fiscal
year ended June 30, 1997.

                          Results of Operations

     Revenues.  The  Company reports revenues of  $74,000  in  the  first
fiscal  quarter, compared to $2,090,000 for the same quarter  last  year.
This  decrease  occurred as the Company redirected its primary  focus  to
development  of the uniView product line and the Curtis Mathes  Xpressway
Internet access and online service.

     Gross Profit.  Gross profit equals net sales less cost of goods sold
(both labor and material), non-direct, fixed manufacturing costs (such as
salaries,  leasing costs, and depreciation charges related to  production
operations),  and  non-direct,  variable  manufacturing  costs  (such  as
supplies  and  employee  benefits).  In the  first  fiscal  quarter,  the
Company reports gross profit of $8,000, compared to $160,000 for the same
quarter  last  year.   The  gross profit declined  as  a  result  of  the
redirected focus of the Company.

     Operating  Expenses.  The  Company reports $2,363,000  in  operating
expenses for the first fiscal quarter, compared to $896,000 for the  same
quarter  last  year.   Major  components of the  change  includes  a  net
increase  of $62,000 for occupancy costs; a net increase of $315,000  for
payroll and payroll related costs; a net increase of $358,000 related  to
online  service  fee  costs;  a net increase of  $229,000  for  marketing
related  expenses;  and  a  net increase of  $163,000  for  research  and
development  expenses.  The Company anticipates that  operating  expenses
will  continue  to  increase as uniView and the Curtis  Mathes  Xpressway
continue through the introductory phase.

                Liquidity and Capital Resources

     Cash Flows From Operations.   Cash used by operations for the fiscal
quarters  ended  September  30,  1997  and  1996  were  ($2,289,000)  and
($1,865,000),  respectively.   Major  components  of  cash   flows   from
operations  for  the  current  fiscal  quarter  included:   $165,000  for
increases  in prepaid expenses related to parts inventory components  for
uniView  production;  $299,000 for increases in inventory;  $232,000  for
depreciation  and  amortization; and the effects of a  ($2,366,000)  loss
from operations.
     
     Cash  Flows  From  Investing Activities.   During the  first  fiscal
quarter,  the  Company  purchased, for cash,  approximately  $681,000  of
property, plant and equipment as compared to approximately $43,000 during
the  same period last year.  The Company also paid $1,008,000 in cash  in
the  first fiscal quarter for development of software pertaining  to  the
uniView/Xpressway product lines.  The Company received cash  of  $135,000
in  connection  with  the sale of a portion of its marketable  securities
during  the  current quarter, compared to a combined total investment  of
<PAGE>
$550,000 in all marketable securities in the same period last year.   The
current  level of future capital expenditures is expected to continue  as
the Company seeks to meet the demanding technological requirements of the
uniView/Xpressway product lines.
     
     Cash  Flows  from Financing Activities.   The Company generated  net
cash  from  financing activities of $3,300,000 during the fiscal  quarter
ended September 30, 1997 from the issuance of preferred and common stock,
compared to $5,000,000 during the same quarter last year.

     Management  believes  that  sufficient  cash  resources  and  credit
facilities  are  available or can be obtained to  support  the  Company's
continued  growth and continues to evaluate additional sources of  equity
and/or  credit  facilities  to  maintain  and  increase  the  growth  and
profitability of the Company.

                       Forward Looking Statements

      This  report  may contain "Forward Looking Statements,"  which  are
Company plans and projections which may or may not materialize, and which
are subject to various risks and uncertainties.  For a discussion of risk
factors associated with some of these plans and projections, please refer
to  the  section  entitled "Risk Factors" beginning  on  page  5  of  the
Company's S-3 Registration Statement declared effective as of October  8,
1997,  as  well  as  the  Company's  other  SEC  filings,  which  contain
additional  discussion  about  those factors  which  could  cause  actual
results to differ from management's expectations.

                       PART II - OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits
          Reference is made to the Exhibit Index beginning on page 10  of
          this  Form  10-Q  for  a list of all exhibits  filed  with  and
          incorporated by reference in this report.

     (b)  Reports on Form 8-K
          During  the  three months ended September 30, 1997 the  Company
          filed  one  Current Report on Form 8-K, dated  July  10,  1997,
          reporting conversions of Preferred Stock into Equity Securities
          pursuant  to  the  exemption  from  registration  afforded   by
          Regulation S.

                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the  Registrant has caused this report to be signed on its behalf by  the
undersigned thereunto duly authorized.

                              Curtis Mathes Holding Corporation
                                   (Registrant)

                              By:  /s/   F. Shelton Richardson,Jr.
                                   F. Shelton Richardson, Jr.
                                   Vice President - Chief Financial Officer
                                   (Principal Financial and Duly Authorized
                                    Officer)
Date:     November 12, 1997
<PAGE>
               CURTIS MATHES HOLDING CORPORATION and Subsidiaries

                         EXHIBIT INDEX
Exhibit
Number              Description of Exhibits                Sequential Page

3(i)      Articles of Incorporation of the Company, as amended
          (filed as Exhibit "4.1" to the Company's Registration
          Statement on Form S-3 originally filed with the Commission
          on June 20, 1996 and incorporated herein by reference.)      N/A

3(ii)     Bylaws of the Company, as amended (filed as Exhibit
          "3(ii)" to the Company's annual report on Form 10-K
          for the fiscal year ended June 30, 1994 and incorporated
          herein by reference.)                                        N/A

4.1       Form of Common Stock Certificate of the Company (filed
          as Exhibit "4.2" to the Company's annual report on Form
          10-K for the fiscal year ended June 30, 1994 and
          incorporated herein by reference.)                           N/A

4.2       Series A Preferred Stock terms and conditions (filed as
          Exhibit "4.3" to the Company's annual report on Form 10-K
          for the fiscal year ended June 30, 1994 and incorporated
          herein by reference.)                                        N/A

4.3       Series H Preferred Stock terms and conditions (filed as
          Exhibit "4.4" to the Company's Registration Statement on
          Form S-3 originally filed with the Commission on June 20,
          1996 and incorporated herein by reference.)                  N/A

4.4       Form of warrant issued in connection with Series J
          Preferred Stock (filed as Exhibit "4.5" to the Company's
          Current Report on Form 8-K dated April 23, 1997 and
          incorporated herein by reference.)                           N/A

4.5       Series K Preferred Stock terms and conditions (filed as
          Exhibit "4.4" to the Company's Current Report on Form 8-K
          dated May 16, 1997 and incorporated herein by reference.)    N/A

4.6       Form of subscription agreement for Series K Preferred Stock
          (filed as Exhibit "4.5" to the Company's Current Report on
          Form 8-K dated May 16, 1997 and incorporated herein by
          reference.)                                                  N/A

4.7       Form of warrant issued in connection with Series K Preferred
          Stock (filed as Exhibit "4.4" to the Company's Current
          Report on Form 8-K dated May 23, 1997 and incorporated
          herein by reference.)                                        N/A

4.8       Series L Preferred Stock terms and conditions (filed as
          Exhibit "4.5" to the Company's Current Report on Form 8-K
          dated May 23, 1997 and incorporated herein by reference.)    N/A

4.9       Form of subscription agreement for Series L Preferred
          Stock (filed as Exhibit "4.6" to the Company's Current
          Report on Form 8-K dated May 23, 1997 and incorporated
          herein by reference.)                                        N/A
<PAGE>
4.10      Series M Preferred Stock terms and conditions, as amended
          on July 11, 1997 (filed as Exhibit "4.7" to the Company's
          Registration Statement on Form S-3 filed with the Commission
          on August 18, 1997 and incorporated herein by reference.)    N/A

4.11      Form of Securities Subscription Agreement for Series M
          Preferred Stock (filed as Exhibit "4.12" to the Company's
          Current Report on Form 8-K dated June 23, 1997 and
          incorporated herein by reference.)                           N/A

10.1*     Agreement dated as of August 26, 1997 between Curtis Mathes
          Marketing Corporation and Davis A.S. relating to the
          manufacture and marketing of "Curtis Mathes by Davis"
          Powerscreen units.                                            12

27*       Financial Data Schedule (for EDGAR filing purposes only.)     14
_______________

*  Filed herewith.