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, 1996

                                    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, 1996,  there were 29,048,998 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 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS     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)
                                             September 30        June 30
                                                     1996           1996 
ASSETS                                                           
                                                       
Current Assets                                                   
     Cash and cash equivalents               $ 5,409,365         $ 4,150,481
     Subscriptions receivable                    558,000           4,351,500
     Accounts receivable                          34,837              48,445
     Notes receivable                            351,190             354,807
     Inventory                                   709,746             646,929
     Current portion of restricted cash            8,000              47,423
     Investments                                 550,769                  --
     Prepaid expenses and other                1,507,956             585,583

     Total current assets                      9,129,863          10,185,168
                                             
Long-term notes receivable                         3,145                  --
                                                            
Property and equipment                         1,370,660           1,327,448
     Less depreciation                          (774,635)           (671,346)
Goodwill                                       4,915,755           4,915,755
     Less amortization                          (642,930)           (577,389)
Other assets                                         470              30,770
                                                            
TOTAL  ASSETS                                $14,002,328         $15,210,406
<PAGE>
CURTIS MATHES HOLDING CORPORATION                                
Consolidated Balance Sheets (Unaudited) - Continued

LIABILITIES  AND  STOCKHOLDERS'  EQUITY

Current Liabilities                                              
     Current maturities
         of long-term debt                   $   607,848         $   807,847
     Current maturities
         of obligations under capital
         leases                                  109,487             109,487
     Trade accounts payable                       54,218             134,522
     Accrued and other current liabilities       495,712             649,456
     Deferred gain                                    --           1,252,461

     Total Current Liabilities                 1,267,265           2,953,773
                    
Long-Term Debt                                                   
     Obligations under notes payable,
         less current maturities                 124,966             186,310
     Obligations under capital leases,
         less current maturities                  84,876              88,876
     Other liabilities                           203,403             257,915
     
     Total Long-Term Liabilities                 413,245             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,  14 and 55 shares
           (liquidation preference of
           $350,000 and $1,375,000)                   14                  55
        Series I, 1,293 and 5,385 shares
           (liquidation preference of
           $1,293,000 and 5,385,000)               1,293               5,385
        Series J, 620 shares issued
           September 1996 (liquidation
           preference $620,000)                      620                  --
   Common stock, $.01 par value;
      80,000,000 shares authorized;
      29,048,998 and 24,311,188 shares
      issued and outstanding at September
      30, and June 30, 1996                      290,490             243,112
   Additional paid-in-capital                 22,366,338          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)                  498,913                  --
   Total Stockholders' Equity                $12,321,818         $11,723,532

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY     $14,002,328         $15,210,406
<PAGE>   
CURTIS MATHES HOLDING CORPORATION
Consolidated Statements of Operations (Unaudited)
                                                   Three Months Ended
                                             September 30        September 30
                                                     1996                1995
REVENUE
     Sales Revenues                          $ 2,090,383         $ 2,496,027
     Other Income                                     --              31,209
                                                            
TOTAL  REVENUE                               $ 2,090,383         $ 2,527,236
                                                            
COSTS  AND  EXPENSES                         
     Costs of Goods Sold                     $ 2,005,071         $ 2,259,372

     Amortization                                 65,541              61,248
     Financing Expense - 
        Accounts Receivable                           --              32,250
     Financing Expense - Other                     9,833             344,964
     Freight Expense                              28,626             113,065
     Occupancy & Office Expense                  256,723             332,521
     Payroll & Related Expense                   257,396             466,621
     Professional Services/Fees                  134,497             319,132
     Travel & Entertainment                       36,216              23,425
     Taxes                                        20,000              36,000
     Warranty/Reorganization Provision            52,260              73,940
     Other Expenses                               45,038              59,226

TOTAL COSTS AND EXPENSES                     $ 2,911,201         $ 4,121,764
                                                            
OTHER INCOME:
   Deferred gain on early payoff of debt       1,252,498                  --
   Interest income                                67,233                  -- 
TOTAL OTHER INCOME                             1,319,731                  -- 

INCOME/(LOSS) FROM CONTINUING OPERATIONS     $   498,913         $(1,594,528)
                                                            
INCOME FROM DISCONTINUED OPERATIONS          $        --         $        --

NET INCOME/(LOSS)                            $   498,913         $(1,594,528)
                                                            
NET INCOME/(LOSS) Per Share
   Cont. Operations                          $      0.02         $     (0.13)

NET INCOME/(LOSS) Per Share                  $      0.02         $     (0.13)

WEIGHTED AVERAGE SHARES OUTSTANDING           26,481,800          12,338,133
<PAGE>
CURTIS MATHES HOLDING CORPORATION
Consolidated Statements of Cash Flows (Unaudited)
                                                   Three Months Ended
                                             September 30        September 30
                                                     1996                1995
CASH FLOW FROM OPERATING ACTIVITIES
   Net Income/ (Loss)                        $   498,913         $(1,594,528)
   Adjustments to reconcile net
     profit/(loss)to net cash used
     by operating activities
          Amortization                            65,541              61,249
          Depreciation                           103,289             107,527
          Increase (decrease) in
            accounts payable                     (80,304)             54,998
          Increase (decrease) in
            accrued and other liabilities       (353,743)           (119,973)
          Increase (decrease)
            in dividends payable                      --            (412,966)
          Increase (decrease)
            in pre-petition liabilities               --             (17,776)
          Increase (decrease)
            in warranty reserves                  52,260              13,863
          Increase (decrease)
            in deferred gain                  (1,252,461)                 --
          Decrease (increase)
            in accounts receivable                13,608             586,989 
          Decrease (increase)
            in subscriptions receivable        3,793,500                  --
          Decrease (increase) in inventory       (62,817)            629,312
          Decrease (increase)
            in other current assets             (918,755)              8,552
          Decrease (increase)
            in other assets                       30,300             256,920 
          Decrease (increase)
            in restricted cash                    39,423              16,501
          Cash  provided (used)
            by operating activities            1,928,754            (409,332)

CASH FLOW FROM INVESTING ACTIVITIES
     Purchase of fixed assets                    (43,212)            (68,180)
     Decrease (increase) in investments         (550,769)                 -- 
     Cash used by investing activities          (593,981)            (68,180)

CASH FLOW FROM FINANCING ACTIVITIES
     Increase (decrease) in credit line advances      --            (834,469)
     Issuance of long-term debt                   (3,145)            271,103 
     Issuance of notes receivable                     --            (375,591)
     Payments on notes receivable                     --            (696,747)
     Payments on long-term debt                 (119,856)                 --
     Redemption of preferred stock            (1,170,305)                 --
     Payments on preferred stock                      --            (155,000)
     Proceeds from common stock                       --           2,444,905
     Proceeds from preferred stock             1,217,417             (14,958)
     Cash provided (used)
       by financing activities                   (75,889)            639,243

NET INCREASE (DECREASE) IN CASH                1,258,884             161,731
CASH AT BEGINNING OF PERIOD                    4,150,481              91,693
CASH AT END OF PERIOD                        $ 5,409,365         $   253,424
<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, 1996.  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  statement  of  the revenues of the Company during the
fiscal  quarters ended September 30, 1996 and 1995 excludes any effect of
Southwest  Memory,  Inc.  ("SMI"), which was sold in December, 1994.  The
Company  reports  revenues  of  $2,090,383  in  the first fiscal quarter,
compared to $ 2,527,236 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), VCRs, and other low margin
products.

     Net Sales.     Net  sales  are  net  of discounts and are recognized
upon  shipment  of an order to a customer.  The Company reports net sales
of  $2,090,383  for  the first fiscal quarter, compared to $2,496,027 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  first fiscal quarter, the
Company  reports  Gross  Profit  of $85,312, compared to $236,655 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 $906,130 for the first fiscal quarter,
compared  to $1,862,392  for the same quarter last year, which amounts to
a  51%  decrease  from  the same period last year.  The decrease in these
expenses is primarily due to continued restructuring and consolidation of
operations and management.

     Net Income.    As a result of the above factors, the Company reports
a  net profit of $498,913 for the first fiscal quarter,  which translates
into a $0.02 profit per share, compared to a net loss for the same period
last year of ($1,594,528), or loss per share of ($0.13).  This net profit
is attributable to several factors:  (1) income recognized as a result of
the deferred gain related to early payoff of debt as reported in the June
30,  1996,  Form  10-K;  (2)  significantly  lower financing costs due to
elimination  of  the  previous  line  of  credit  (replaced  with  a more
favorable  line  of  credit  discussed  under    Liquidity    below); (3)
reduction  of  payroll  and  related  expenses  through  streamlining  of
workforce;  and (4) continued productivity increases due to consolidation
of operations.
<PAGE>
     Interest Expense.   The  Company  reports  interest  expense for the
first  fiscal  quarter  of  $9,833,  compared  to  $377,214  for the same
quarter  last year, which is a decrease of 97% for the  same quarter last
year on a full quarter basis

                     Liquidity and Capital Resources

     Prior  to   September 30, 1996, the Company established a new credit
line  for floor planning with an international investment group for up to
$10,000,000.    The  terms  of  the  line  of credit allow the Company to
utilize  the  line  as  management  deems necessary.  As of September 30,
1996,  the  Company  had  not  activated  the  line  of credit due to its
existing cash reserves.   

     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,  depending  primarily  upon  the timing of customer
orders  and  the  state of the industry.  The Company's operating results
for  any  particular  quarter,  therefore,  may  not be indicative of the
results for any future quarter or year.

                       PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     Wholly  owned  subsidiary  Curtis  Mathes Corporation ("CM") and the
Company  were  previously  served  with  petitions  alleging  toxic  tort
injuries  to approximately 800 to 1,100 private plaintiffs arising out of
CM's  past  operation  of,  and  use  of  chemicals  at the manufacturing
facility  located  in  Athens,  Texas.    Damages  were  unspecified  and
management  took the position that any liability that may have accrued to
CM  was  discharged  in  CM's  bankruptcy  and  that  the  Company had no
liability  by virtue of never having participated in the operation of the
Athens  plant.    Subsequent  to fiscal year end, both CM and the Company
were  dismissed  from  the  action, resulting in no liability accruing to
either CM or the Company.  The action was filed on August 31, 1995 and is
still  pending  against  other defendants unrelated to the Company in the
60th  Judicial  District Court of Jefferson County, Texas under Cause No.
B-153,035,  styled  Anita  Michelle  Allen,  et al. v. Harvey Industries,
Inc., et al.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The  Company held its 1996 Annual Shareholders' Meeting on September
19,  1996.    Of  the  24,311,188 common shares of the Company issued and
outstanding  as of the Record Date, 21,644,662 were represented in person
or  by  proxy  at  the  meeting,  which  constituted  a  quorum  for  the
transaction  of  all  business to come before the meeting.  The following
proposals  were  approved  by a majority of the shares represented at the
meeting:
<PAGE>
     1.   Election of Directors:

               Patrick A. Custer   (FOR--21,567,816; WITHHELD-76,846.)

               Edward M. Warren    (FOR--21,567,816; WITHHELD-76,846.)

               Billy J. Robinson   (FOR--21,567,816; WITHHELD-76,846.)

               Bernard S. Appel    (FOR--21,567,416; WITHHELD-77,246.)

     2.   Ratification of the appointment of the accounting firm of KING,
     BURNS  &  COMPANY,  P.C.  as independent auditors of the Company for
     fiscal year 1996 and 1997.
     
          (FOR--21,510,310; AGAINST--74,775; and ABSTAINING--59,577.)

     3.   An  amendment  to  the Articles of Incorporation of the Company
     was approved increasing authorized common shares to 80 million.

          (FOR--21,032,893; AGAINST--515,193; ABSTAINING--96,576.)

                                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:     October 22, 1996

                    CURTIS MATHES HOLDING CORPORATION
                             and Subsidiaries

                              EXHIBIT INDEX

Exhibit                                                                  
Number                   Description of Exhibits                         

4.1*      Articles of Incorporation of the Company, as amended.

4.2*      Series J Preferred Stock terms and conditions.                 

27*       Financial Data Schedule.                                       
_______________

*  Filed herewith.