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 March 31, 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 Identification No.)
    incorporation or organization)

               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  March  31,  1997,  there were 35,091,532 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                   7

                            PART II.
                       OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS                                     8
ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                      9
SIGNATURES                                                      9
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
Consolidated Balance Sheets (Unaudited)
                                                     31-Mar-97      30-Jun-96
ASSETS
Current Assets
   Cash & cash equivalents                        $  1,925,884   $  4,150,481
   Subscriptions receivable                          1,311,000      4,351,500
   Accounts receivable                                  25,000         48,445
   Notes receivable                                    487,570        354,807
   Inventory                                           246,042        646,929
   Current portion of restricted cash                       --         47,423
   Prepaid expenses and other                        1,115,038        585,583

   Total current assets                              5,110,535     10,185,168

Long-term notes receivable                               2,164             --

Property & equipment                                 3,280,653      1,327,448
     Less depreciation                                (972,700)      (671,346)
Product development, net of amortization             2,521,345             --
     Less amortization                                 (72,604)            --
Goodwill                                             4,915,755      4,915,755
     Less amortization                                (761,634)      (577,389)
Other assets                                           108,103         30,770

TOTAL ASSETS                                      $ 14,131,616   $ 15,210,406
<PAGE>
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
   Current maturities of long-term debt           $    332,309   $    807,847
   Current maturities of obligations under
     capital leases                                     38,296        109,487
   Trade accounts payable                              804,406        134,522
   Accrued & other current liabilities                 782,778        649,456
   Deferred gain                                            --      1,252,461

   Total Current Liabilities                         1,957,790      2,953,773

Long-Term Debt
   Obligations under notes payable,
     less current maturities                           165,156        186,310
   Obligations under capital leases,
     less current maturities                            17,989         88,876
   Other liabilities                                   298,499        257,915

   Total Long-Term Liabilities                         481,644        533,101

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 G, zero and 117,305 shares
            liquidation preference
            of $0 and $1,173,050)                           --        117,305
        Series H, 3 and 55 shares (liquidation
            preference of $75,000 and $1,375,000)            3             55
        Series I, zero and 5,385 shares (liquidation
            preference of $0 and $5,385,000)                --          5,385
   Common stock, $.01 par value; 80,000,000 shares
     authorized; 35,091,532 and 24,311,188 shares
     issued and outstanding at March 31,
     and June 30, 1996                                 350,915        243,112
   Additional paid-in-capital                       26,728,723     22,193,525
   Accumulated deficit, since July 1, 1993
   quasi reorganization in which an accumulated
   deficit of $4,140,595 was eliminated            (10,975,850)   (10,975,850)
   Current year profit (loss)                       (4,551,609)            --

   Total Stockholders' Equity                     $ 11,692,183   $ 11,723,532

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY          $ 14,131,616   $ 15,210,406
<PAGE>
<TABLE>
CURTIS MATHES HOLDING CORPORATION
Consolidated Statements of Operations (Unaudited)
<CAPTION>
                                         Three Months Ended                    Nine Months Ended
                                      March 31           March 31          March 31          March 31
                                        1997               1996              1997              1996
<S>                                 <C>            <C>                <C>               <C>
REVENUE
   Sales Revenues                   $     --       $     1,881,184    $    2,503,583    $    7,648,483
   Other Income                           --                --                --                --

   TOTAL REVENUE                    $     --       $     1,881,184    $    2,503,583    $    7,648,483

COSTS & EXPENSES
   Costs of Goods Sold              $      --      $     1,701,605    $    2,335,739    $    6,910,408
   Amortization                         99,761              61,248           248,515           183,745
   Financing Expense                     3,201              69,174            20,948           824,638
   Freight Expense                       1,847              51,199            45,799           140,705
   Occupancy & Office Expense          394,977             431,301           816,211           893,166
   Payroll & Related Expenses          478,884             303,254         1,022,710         1,027,427
   Professional Services/Fees           87,969             101,171           323,666           488,600
   Travel & Entertainment               44,074              21,300           180,643            72,325
   Taxes                                19,449             133,714            60,000           251,220
   Warranty Provision                  314,859                --             518,160           207,018
   Advertising                         462,316                --           1,973,324              --
   Other Expenses                      642,182             106,832           877,734           440,840

   TOTAL COSTS & EXPENSES          $ 2,549,519     $     2,980,798    $    8,423,449     $  11,440,092

OTHER INCOME:
   Deferred gain on early
      payoff of debt                      --                  --           1,252,498              --
   Interest income                     111,414                --             300,281              --
   Gain (loss) on sale
      of assets                       (184,522)               --            (184,522)             --
   TOTAL OTHER INCOME                  (73,108)               --           1,368,257              --

INCOME/(LOSS) FROM
  CONTINUING OPERATIONS            $(2,622,628)     $   (1,099,614)   $   (4,551,609)   $   (3,791,609)

INCOME/(LOSS) FROM
  DISCONTINUED OPERATIONS                 --                  --                --                --

NET INCOME/(LOSS)                  $(2,622,628)     $   (1,099,614)   $   (4,551,609)   $   (3,791,609)

NET INCOME/(LOSS) Per Share    
  Continued Operations                  (0.077)             (0.063)           (0.134)           (0.258)

NET INCOME/(LOSS) Per Share             (0.077)             (0.063)           (0.134)           (0.258)

WEIGHTED AVERAGE                                                        
  SHARES OUTSTANDING                33,943,831          17,350,234        33,943,831        14,711,318
</TABLE>
<PAGE>
<TABLE>
CURTIS MATHES HOLDING CORPORATION
Consolidated Statements of Cash Flows (Unaudited)
<CAPTION>
                                                                Three Months Ended             Nine Months Ended
                                                              March 31       March 31       March 31       March 31
                                                                1997           1996           1997           1996
<S>                                                        <C>            <C>            <C>            <C>
CASH FLOW FROM OPERATING ACTIVITIES
     Net Income/(Loss)                                     $ (2,622,628)  $ (1,099,614)  $ (4,551,609)  $ (3,791,609)
     Adjustments to reconcile net profit/(loss)
     to net cash used by operating activities
       Amortization                                             248,515         61,248        248,515        183,745
       Depreciation                                             122,440        151,049        301,354        313,208
       Increase (decrease) in accounts payable                  416,265       (102,133)       669,884       (481,856)
       Increase (decrease) in accrued & other liabilities       249,672        (65,606)       173,906     (1,227,029)
       Increase (decrease) in pre-petition liabilities             --           (5,309)          --          (39,897)
       Increase (decrease) in warranty reserves                  95,349        (18,817)       168,939          9,045
       Increase (decrease) in deferred gain                        --             --       (1,252,461)          --
       Decrease (increase) in accounts receivable               (21,688)        77,999         23,445      1,057,149
       Decrease (increase) in subscriptions receivable       (1,311,000)          --        3,040,500           --
       Decrease (increase) in inventory                         211,470      2,271,580        400,887      4,650,699
       Decrease (increase) in other current assets              218,086         85,967       (529,455)       108,833
       Decrease (increase) on other assets                     (107,633)       (32,456)       (77,333)       211,056
       Decrease (increase) in restricted cash                      --           24,000         47,423        208,632
       Cash provided (used) by operating activities          (2,501,151)     1,347,908     (1,336,004)     1,201,976

CASH FLOW FROM INVESTING ACTIVITIES
     Purchase of fixed assets                                (1,164,862)          --       (1,953,205)      (173,474)
     Decrease (increase) in product development              (1,889,770)          --       (2,521,345)          --
     Cash used by investing activities                       (3,054,632)          --       (4,474,550)      (173,474)

CASH FLOW FROM FINANCING ACTIVITIES
     Increase (decrease) in credit line advances                   --       (2,649,242)         --        (5,124,354)
     Issuance of long-term debt                                    --         (405,058)         --              --
     Issuance of notes payable                                     --            7,215          --           500,000
     Issuance of notes receivable                              (239,232)       119,069       (132,763)          --
     Payments on notes receivable                                 8,606           --            --          (255,956)
     Payments on long-term debt                                (109,235)          --         (638,770)      (972,253)
     Increase - deferred gain/extinguishment of debt               --        1,223,729          --         1,223,729
     Redemption of preferred stock                                 --             --       (1,170,305)       (14,958)
     Conversion of preferred stock to common stock             (324,000)          --       (2,189,475)          --
     Issuance of common stock for preferred stock               324,000           --        2,189,475           --
     Proceeds from common stock                               3,591,000        386,314      3,591,000       3,645,225
     Proceeds from preferred stock                                 --             --        1,936,795           --
     Cash provided (used) by financing activities             3,251,139     (1,317,973)     3,585,957        (998,567)

NET INCREASE (DECREASE) IN CASH                              (2,304,643)        29,935     (2,224,597)         29,935
CASH AT BEGINNING OF PERIOD                                   4,230,527        190,712      4,150,481         190,712
CASH AT END OF PERIOD                                    $    1,925,884     $  220,647   $  1,925,884    $    220,647
</TABLE>
<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 March 31, 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, 1996.

                       Results of Operations

     Revenues. The Company reports no revenue in the third fiscal quarter
ended  March  31, 1997 compared to $1,881,184 for the same  quarter  last
year.   This  decrease in revenue is primarily due to the elimination  of
commodity  products (television screen sizes of 27" or less), VCR's,  and
other  low  margin products.  Sales are expected to remain at low  levels
until  the  introduction of the Company's Internet related  product  line
("uniViewTM") during the fourth fiscal quarter.

     Net  Sales.      Net  sales are net of discounts and are  recognized
upon  shipment  of an order to a customer.  The Company  reports  no  net
sales  for the third fiscal quarter, compared to $1,881,184 for the  same
quarter last year.

     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  third  fiscal  quarter,  the
Company reports no Gross Profit compared to $179,579 for the same quarter
last year.

     Selling,  General and Administrative Expenses.     Selling,  general
and  administrative  expenses (SGA expense) consists  primarily  of  non-
manufacturing  salaries, sales commissions, and other  general  expenses.
The  Company  reports  SGA expense of $2,549,519  for  the  third  fiscal
quarter,  compared  to $1,279,193 for the same quarter  last  year.   The
increase  in these expenses is primarily due to the Company's  commitment
to  make  uniView  a  superior Internet related  product  line,  and  the
resulting  ramp-up  costs of designing, producing, and implementing  this
exciting new technology.

     Net Income.    As a result of the above factors, the Company reports
a net loss of $(2,622,627) for the third fiscal quarter, which translates
into  a  $(0.077)  loss per share, compared to a net loss  for  the  same
period  last  year of $(1,099,614), or loss per share of $(0.063).   This
net loss is attributable to several factors:  (1) significant advertising
and  marketing expenses related to the introduction of the Company's  new
Internet  related  products; (2) increased payroll and  related  expenses
required  for ramp-up of the new product lines; and (3) accruals  related
to reserves.

     Interest  Expense.   The Company reports interest  expense  for  the
third  fiscal quarter of $3,201, compared to $69,174 for the same quarter
last  year.   Interest  expense continued to  decline  during  the  third
quarter due to sufficient cash reserves on hand which alleviated the need
to use debt funds.
<PAGE>
                Liquidity and Capital Resources

     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.

                       Quarterly Results

            Management believes that, as a consumer electronics firm, the
Company's business is affected  by the same seasonal factors that  affect
the  industry as a whole.  The Company's sales and earnings may vary from
quarter  to  quarter, which are contingent upon demand for such  product.
The  Company's  operating results for any particular quarter,  therefore,
may not be indicative of the results for any future quarter or year.

                   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  4  of  the
Company's S-2 Registration Statement, 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 1.   LEGAL PROCEEDINGS

     On  November  2, 1994, a class action suit was filed against  wholly
owned  subsidiary  Curtis  Mathes  Corporation  ("CM")  alleging  various
violations  of  the  Minnesota consumer protection laws  arising  out  of
certain  rent-to-own  transactions between certain former  Curtis  Mathes
dealers   located  in  Minnesota  and  their  customers.   Damages   were
unspecified  and management believes that CM has no liability.   However,
as  with any litigation of this type and magnitude, defense costs and the
timing  and degree of potential liability are uncertain and there can  be
no  assurance that these proceedings will not have an adverse  impact  on
the  Company in the future.  The action is currently pending and set  for
trial  during the summer of 1997 in the United States District Court  for
the District of Minnesota, Fourth Division, under Cause No. Cv. 4-95-682,
styled Charlene Powell v. Curtis Mathes Corporation; 99 cent Video, Inc.,
d/b/a  Curtis  Mathes; CDM Enterprises, Inc., d/b/a  Curtis  Mathes  Home
Entertainment Center; and John Doe, corporations d/b/a Curtis Mathes.

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 March 31, 1997 the Company  filed
          one Current Report on Form 8-K, dated March 14, 1997, reporting
          Sales of Equity Securities Pursuant to Regulation S.     
<PAGE>
                           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:     May 15, 1997

               CURTIS MATHES HOLDING CORPORATION
                        and Subsidiaries

                         EXHIBIT INDEX
Exhibit
Number              Description of Exhibits

10.1*     Amended Trademark License Agreement dated as of April
          17,  1996  between  Curtis  Mathes  Corporation,   as
          Licensor, and Curtis Mathes Marketing Corporation, as
          Licensee, relating to Curtis Mathes trademark license
          for uniViewT product category.

10.2*     Trademark  License Agreement dated as of January  10,
          1997  between Curtis Mathes Corporation, as Licensor,
          and Curtis Mathes Xpressway Corporation, as Licensee,
          relating  to  Curtis  Mathes  trademark  license  for
          Internet access and online services.

10.3*     Manufacturing and Consulting Services Agreement dated
          as   of   December  6,  1996  between  Curtis  Mathes
          Marketing   Corporation  and  McDonald   Technologies
          International,  Inc., relating to the manufacture  of
          Curtis Mathes uniViewT set-top units.

10.4*     RiscOS Licence and Development Agreement dated as  of
          February  20,  1997 between Curtis  Mathes  Marketing
          Corporation and Acorn Computers Limited, relating  to
          the  license  and  development of the  Curtis  Mathes
          uniViewT technology.

10.5*     Technology  License and Distribution Agreement  dated
          as  of March 28, 1997 between Curtis Mathes Marketing
          Corporation and Sun Microsystems, Inc., relating to a
          license of the Java technology.

27*       Financial Data Schedule.
_______________

*  Filed herewith.