SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K
            [X] Annual Report Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934 (Fee Required)

For the Fiscal year ended January 3, 1997            Commission File No. 0-4466

                             COMPUTER PRODUCTS, INC.
                             -----------------------
             (Exact name of Registrant as specified in its charter)

             Florida                                            59-1205269
             -------                                        -----------------
 (State or other jurisdiction of                            (I.R.S. Employer
         incorporation)                                     Identification No.)

    7900 Glades Road, Suite 500, Boca Raton, FL                33434-4105
    ---------------------------------------------------------------------
     (Address of principal executive offices)                  (Zip Code)

                                 (561) 451-1000
                                 --------------
              (Registrant's telephone number, including area code)


           Securities registered pursuant to Section 12(b) of the Act:
           -----------------------------------------------------------
                                      NONE

               Securities registered  pursuant to Section 12(g) of the Act:
                          Common Stock, $.01 par value
                          Common Stock Purchase Rights
                          ----------------------------
                              (Title of each class)

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  periods 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 __.

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ].

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant as of March 14, 1997 was approximately $324 million.

As of March 14, 1997, 23,885,096 shares of the Registrant's $.01 par value 
common stock were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's annual shareholders' report for the year ended January
3, 1997 (the "Annual Report") are incorporated by reference into Parts I and II.

Portions of the Company's proxy statement for the annual meeting of shareholders
to be held May 8, 1997 are incorporated by reference into Part III.

<PAGE>

                                     PART I


ITEM 1.  Business


                                     GENERAL

Computer  Products,  Inc.(the  "Company") was incorporated under the laws of the
State of Florida in 1968. Unless the context indicates otherwise, as used herein
the  term  "Company"  means  Computer   Products,   Inc.  and  its  consolidated
subsidiaries.

The Company designs,  develops,  manufactures and markets the following lines of
electronic products and systems:

     (1)  power conversion products for electronic  equipment used in commercial
          and industrial  applications  requiring a precise and constant voltage
          level for proper operation;
     (2)  industrial  automation  hardware and software  systems and  components
          which  are  used  in   computer-directed   process  control  and  data
          acquisition applications; and
     (3)  high performance  single-board  computers,  systems and subsystems for
          real-time applications.

                                    PRODUCTS

The  following  table sets forth sales of the  Company's  product  lines  (after
elimination  of  intercompany  transactions)  during the fiscal years  indicated
($000s): <TABLE>

                                                          1996               1995              1994
                                                      -------------     --------------     --------------
<S>                                                        <C>               <C>                 <C>
Power Conversion                                           $188,610          $155,426            $117,995
Computer Systems                                             18,953            19,026              18,198
Industrial Automation                                        14,922            16,926              18,607
                                                      -------------     --------------     --------------

Total                                                      $222,485          $191,378            $154,800
                                                      =============     ==============     ==============

</TABLE>

For  further  information  on sales,  particularly  with  respect to foreign and
intercompany sales, refer to Note 16 of the Consolidated Financial Statements in
the Annual Report, which is incorporated herein by reference.



<PAGE>


POWER CONVERSION

The Company is one of the leading suppliers of power supplies,  power converters
and  distributed  power  systems to the  communications  industry.  According to
independent  industry  sources,  the Company ranks among the top ten independent
power supply manufacturers in sales volume worldwide.  Product offerings include
over 200 standard products, in addition to custom designed products, distributed
through multiple sales channels.

Power Conversion's products include AC-to-DC power supplies and modular DC-to-DC
converters  that  focus  on  the  worldwide   communications   market  including
networking,    data    communications,    telecommunications,    and    wireless
infrastructure.  Computer,  industrial  and  instrumentation  markets  are  also
served. AC-to-DC power supplies are used to convert alternating electric current
(the form in which  virtually  all  electric  current  is  delivered  by utility
companies) to a precisely controlled direct current.  Direct current is required
to operate virtually all solid state electronic  equipment.  DC-to-DC converters
are used to convert a particular  direct current voltage into another (higher or
lower) direct current voltage that is required by the electronic device to which
it is connected.

It is  the  Company's  objective  to  provide  the  fastest  time-to-market  for
engineered power solutions and to produce a broad range of high quality standard
products to meet  customers'  needs.  Ranging from 3 to 4000 watts,  the Company
currently  offers  standard  power  products  in over 1,000  configurations  and
accommodates  a wide  variety of  customer  applications.  The  products  can be
configured as open frames,  enclosed or encapsuled.  The Company's  products are
tested by regulatory agencies for safety and are also tested for compliance with
a variety of international emissions standards.

The Company's Power Conversion  products are  manufactured in Huntington  Beach,
California;  Youghal,  Ireland;  Hong  Kong;  and  in  Zhongshan,  China.  Power
Conversion operations are also carried on in Boston,  Massachusetts and Fremont,
California.


COMPUTER SYSTEMS

The  Computer  Systems  division  designs  and  manufactures   high  performance
board-level  computers  and  communication  controllers,  integrating  them with
real-time operating system and protocol software to form complete subsystems for
communications and other real-time applications.

The products are designed around and incorporate industry standards which permit
easy portability to a variety of applications.  The technology relies on popular
and powerful  microprocessors from sources such as Motorola, Intel and MIPS. The
primary product line combines both the worldwide industry standard VMEbus, which
defines physical board size and signal  characteristics  for the interconnection
of microprocessors.  Application requirements for these products usually include
environments requiring rapid computer response time with high quality processing
capabilities, such as telecommunications or data communications.

Computer  Systems'  customers are  primarily  original  equipment  manufacturers
(OEMs),  who use the  products for high speed  telecommunications  applications.
They are also used in other areas such as medical instrumentation,  airplane and
weapons training simulators,  process control, industrial automation and traffic
control  systems.  Management  believes that the market for VMEbus and real-time
products will expand as  communications  companies move from proprietary to open
systems in order to speed time to market and enhance upgrade capability.

Computer Systems' products are manufactured in Madison, Wisconsin.

INDUSTRIAL AUTOMATION

Industrial   Automation's   product  line  consists  of   electronic   real-time
input/output subsystems,  intelligent controllers and software that are utilized
in  data  acquisition,   monitoring  and  control  of  processes  in  industrial
automation. The Company's products are characterized by their ability to measure
and  process  data at high  speeds  on a  continuous  "real-time"  basis.  These
products are used in a broad range of industries  including  utilities,  metals,
glass,  automotive,  paper and food processing as well as in training simulators
and research and development laboratories.

Industrial  Automation's  products  provide the interfaces  linking  sensors and
actuators to a computer or  controller.  In general,  sensors  convert  physical
phenomena,  such as  pressure,  temperature,  flow and weight,  into  electrical
signals,   while  actuators   provide  the  force  required  to  adjust  devices
controlling such physical  phenomena and other aspects of industrial  processes.
Such  electrical  signals  are not  standardized  and occur in a broad  range of
voltages and currents.

Industrial Automation's products,  generally available as standard products, are
used in a wide range of plant and  laboratory  environments.  These products are
offered  with a large  number of options  that are  designed  to enable  them to
perform numerous special functions and, when required, meet or exceed the design
specifications  for  safety-related  equipment used in nuclear power plants.  In
addition,  the Company maintains a special engineering group to assist customers
who require special hardware solutions.

Industrial Automation's products are manufactured in Pompano Beach, Florida.


                           MARKETING AND DISTRIBUTION

The  Company's  distribution  channels  consist  of  distributors,   independent
manufacturers'  representatives,  and a direct  sales team.  The business of the
Company is not seasonal in nature.

Power Conversion products are sold directly to OEMs, private-label customers and
distributors.  In  addition,  the  Company's  sales  and  engineering  personnel
supervise  and  provide  technical  assistance  to  independent  domestic  sales
representatives and to domestic and foreign distributors.

Industrial  Automation and Computer Systems  products are marketed  domestically
through  independent  sales  representative  organizations.   Substantially  all
foreign  sales are made through  independent  foreign  distributors  and foreign
trading companies.  Both Industrial  Automation and Computer Systems manage some
sales on a direct basis.

Sales to one customer  amounted to $22.4 million during fiscal 1996. The Company
does not believe  that the loss of any single  customer  would have a materially
adverse effect on its business.

The Company has derived a significant  portion of its sales in recent years from
its  international  operations.   Thus,  the  Company's  future  operations  and
financial results could be significantly affected by international factors, such
as changes in foreign  currency  exchange  rates or political  instability.  The
Company's  operating  strategy and pricing take into account changes in exchange
rates over time.  However,  the Company's  future  results of operations  may be
significantly  affected in the short term by  fluctuations  in foreign  currency
exchange rates. See Note 16 of the Notes to Consolidated  Financial  Statements,
incorporated herein by reference, for additional information.

                            MATERIALS AND COMPONENTS

The manufacture of the Company's  products  requires a wide variety of materials
and  components.  The  Company  has  multiple  external  sources for most of the
materials and components used in its production  processes,  and it manufactures
certain  of  these  components.  Although  the  Company  has  from  time to time
experienced  shortages of certain supplies,  such shortages have not resulted in
any significant  disruptions in production.  The Company believes that there are
adequate alternative sources of supply to meet its requirements.

                                     PATENTS

The Company  believes that its future  success is primarily  dependent  upon the
technical competence and creative skills of its personnel,  rather than upon any
patent or other proprietary rights.  However,  the Company has protected certain
of its products  with  patents  where  appropriate  and has  defended,  and will
continue to defend, its rights under these patents.

                                     BACKLOG

Order backlog from continuing operations at January 3, 1997 was $46.5 million as
compared to $52.1  million at December  29, 1995.  Historically,  the effects of
changes and cancellations have not been significant to the Company's operations.
The Company expects to ship  substantially all of its January 3, 1997 backlog in
the first six months of fiscal 1997.


                                   COMPETITION

The Company faces intense  competition  from a significant  number of companies.
Many of these competitors have resources, financial or otherwise,  substantially
greater  than  those  of  the  Company.  Competitors  include  both  independent
manufacturers of competing  products,  and  manufacturers of overall  electronic
systems and devices,  who  manufacture  competing  products on an  "in-house" or
"captive" basis for use in their own systems or devices.  Although a significant
portion of its present  overall  market is served on a "captive"  or  "in-house"
basis,  the  Company  believes  there is a trend  toward the use of  independent
manufacturers  as a  source  of  these  products,  as these  items  become  more
technologically advanced and complex.


<PAGE>
                           RESEARCH AND DEVELOPMENT

The Company  maintains  active  research and development  departments  which are
engaged  in the  modification  and  improvement  of  existing  products  and the
development of new products.  Expenditures  for research and development  during
the 1996, 1995, and 1994 fiscal years were  approximately  $17.7 million,  $16.1
million,  and $10.9  million,  respectively.  As a  percentage  of total  sales,
research and  development  accounted for 8.0%,  8.4%, and 7.0% in 1996, 1995 and
1994,  respectively.  Research and development spending has increased in each of
the past three years as the Company invested in new product platforms to service
the communications  industry.  The Company believes that the timely introduction
of new  technology  and  products is an important  component of its  competitive
strategy and anticipates future R&D spending will not significantly  differ from
the historical trend as a percentage of sales of approximately 8%.


                                    EMPLOYEES

The Company presently employs approximately 1,557 full-time people. In addition,
the  Company   presently  has  approximately   1,400  temporary   employees  and
contractors in its China facility.  The Company's ability to conduct its present
and proposed  activities would be impaired if the Company lost the services of a
significant  number of its  engineers  and  technicians  and  could not  readily
replace them with comparable  personnel.  Although there is demand for qualified
technical  personnel,  the Company has not, to date,  experienced  difficulty in
attracting and retaining sufficient  engineering and technical personnel to meet
its needs.

None of the Company's  domestic  employees is covered by  collective  bargaining
agreements.  The  Company  considers  its  relations  with its  employees  to be
satisfactory.


                              ENVIRONMENTAL MATTERS

Compliance  with federal,  state and local laws and  regulations  regulating the
discharge of materials  into the  environment  has not had,  and,  under present
conditions the Company does not anticipate that such laws and  regulations  will
have, a material  effect on the results of operations,  capital  expenditures or
competitive position of the Company.


ITEM 2. Properties

The Company currently occupies  approximately  458,000 square feet of office and
manufacturing space worldwide.  In addition to the Company's principal executive
offices in Boca Raton,  Florida,  the Company  maintains  facilities  in Boston,
Massachusetts;  Fremont,  California;  Huntington  Beach,  California;  Youghal,
Ireland;   Hong  Kong;   Pompano  Beach,   Florida;   and  Madison,   Wisconsin.
Approximately  73% of the  space  utilized  by the  Company  is owned  while the
remainder is leased.  Certain of the facilities owned by the Company are subject
to  liens,  which  are  described  in  Note  7  to  the  Consolidated  Financial
Statements,   incorporated  herein  by  reference.  In  addition  to  the  above
locations,  the  Company has leased  sales  offices  located in or near  London,
England;   Paris,  France;  and  Munich,  Germany.  The  Company  considers  the
facilities described in this Item to be generally well-maintained,  adequate for
its current needs and capable of supporting a reasonably  higher level of demand
for its products.


ITEM 3.  Legal Proceedings

None.

ITEM 4.  Submission of Matters to a Vote of Security Holders

None.

ITEM 4A. Executive Officers

Name                    Age     Position(s) with the Company
------------------------------------------------------------------------------

Joseph M. O'Donnell      50    Chairman of the Board, President
                                 and Chief Executive Officer, Director

Richard J. Thompson      47    Vice President - Finance, Chief
                                Financial Officer,Secretary, Treasurer

Robert J. Aebli          61    President - Computer Systems Division

Louis R. DeBartelo       56    President - Power Conversion North America

Gary J. Duffy            44    Managing Director - Power Conversion Europe

W.K. Lo                  44    Managing Director - Power Conversion Asia-Pacific

Salvatore R. Provanzano  54    President - Industrial Automation Division


Joseph M.  O'Donnell was elected as Chairman of the Board in February  1997. Mr.
O'Donnell  has served as President  and Chief  Executive  Officer of the Company
since  July  1994.  Mr.  O'Donnell  served as  Managing  Director  of  O'Donnell
Associates,  a  consulting  firm,  from March 1994 to June 1994 and from October
1992 to September  1993; as Chief  Executive  Officer of Savin  Corporation,  an
office  products  distributor,  from  October  1993  to  February  1994;  and as
President and Chief Executive  Officer of Go/Dan  Industries,  a manufacturer of
automotive  parts,  from June 1990 to September  1992.  He is a Director of Boca
Research,  a  manufacturer  of data  communications,  multimedia  and networking
products,  and a Director  of V-Band  Corporation,  a  manufacturer  of computer
systems.

Richard J.  Thompson  has served as Vice  President - Finance,  Chief  Financial
Officer,  Secretary  and  Treasurer  of the  Company  since June 1990.  Prior to
joining  the  Company,  Mr.  Thompson  served as Group  Controller  -  Technical
Services and  Controller - Pan Am/Asia  Pacific at Control Data  Corporation,  a
multi-national  computer company.  

Robert J. Aebli was  appointed in November  1993 to the position of President of
Computer  Systems.  From  1991 to  1993  Mr.  Aebli  served  as  Vice  President
Operations of Contraves,  Inc., a manufacturer  of test and simulation  systems.

Louis R.  DeBartelo was appointed  President of the Company's  Power  Conversion
North America Division in 1993. From 1992 to 1994 he served as President - Power
Conversion National Accounts Division and from 1990 to 1992 as President - Power
Conversion  America.  

Gary J. Duffy has served as Managing  Director of the Company's  European  Power
Conversion Division since 1987, having held manufacturing and general management
positions  since  joining the  Company in 1982.  

W.K.  Lo has served as  Managing  Director  of the  Company's  Power  Conversion
Asia-Pacific  division  since 1988.  Prior to joining the  Company,  Mr. Lo held
management  positions from 1984 to 1988 with M.C. Packaging (Hong Kong) Limited,
a highly automated manufacturer of packaging containers. 

Salvatore  R.  Provanzano  was  appointed  in November  1993 to the  position of
President  -Industrial  Automation  division.  From 1992 to 1993, Mr. Provanzano
served as Vice  President - Product  Research &  Development  for QMS,  Inc.,  a
manufacturer of laser and color thermal transfer printers.  From 1987 to 1992 he
served as General Manager Customer  Services of Foxboro Company,  a manufacturer
of instrumentation and control systems.



<PAGE>


                                     PART II

ITEM 5.  Market for Registrant's Common Equity and Related Stockholder Matters

The common  stock of Computer  Products,  Inc. is traded on the NASDAQ  national
stock market under the symbol CPRD.  High and low sales prices of such stock and
the  information  pertaining  to the number of record  holders on page 35 of the
Annual  Report for the year  ended  January  3, 1997 is  incorporated  herein by
reference.

The  Registrant  has not paid cash  dividends  in the past and no change in such
policy is anticipated. Future dividends, if any, will be determined by the Board
of  Directors  in  light  of the  circumstances  then  existing,  including  the
Company's earnings and financial  requirements and general business  conditions.
The Company's $25 million  seven-year term loan and $20 million revolving credit
facility  contain  certain  restrictive  covenants  which,  among other  things,
require the Company to maintain certain financial ratios and limit the purchase,
redemption or  retirement of capital stock and other assets.  No funds have been
drawn on the revolving credit facility.

ITEM 6.  Selected Financial Data

The Consolidated Five-Year Financial History on page 14 of the Annual Report for
the fiscal year ended January 3, 1997 is incorporated herein by reference.


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

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  included in the Annual  Report for the fiscal year ended  January 3,
1997 is incorporated herein by reference.


ITEM 8.  Financial Statements and Supplementary Data

The Consolidated  Financial Statements including Note 17, Selected  Consolidated
Quarterly Data,  included in the Annual Report for the fiscal year ended January
3, 1997 are incorporated herein by reference.


ITEM 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

None.


                                    PART III

ITEMS 10, 11, 12 AND 13.

The  information  called  for by that  portion  of Item 10 which  relates to the
Directors of the Company, by Item 11 (Executive Compensation), Item 12 (Security
Ownership  of Certain  Beneficial  Owners and  Management)  and Item 13 (Certain
Relationships and Related Transactions) is incorporated herein by reference from
the Company's  definitive proxy statement for the Annual Meeting of Shareholders
to be filed with the Securities and Exchange  Commission not later than 120 days
after the close of the fiscal year ended  January 3, 1997.  That portion of Item
10 which relates to Executive Officers of the Company appears as Item 4A of Part
I of this Report.


                                     PART IV

ITEM 14. Exhibits, Financial Statement Schedule and Reports on Form 8K.

(a) (1 and 2)     List of Financial Statements and Financial Statement Schedule
                  -------------------------------------------------------------

The following consolidated  financial statements of Computer Products,  Inc. and
subsidiaries  included in the Annual Report for the fiscal year ended January 3,
1997 are incorporated herein by reference in Item 8:

         Consolidated  Statements  of  Operations  -- Years  Ended on the Friday
         nearest December 31, 1996, 1995 and 1994

         Consolidated Statements of Financial Condition -- as of the Friday
         nearest December 31, 1996 and 1995

         Consolidated  Statements  of Cash  Flows -- Years  Ended on the  Friday
         nearest December 31, 1996, 1995 and 1994

         Consolidated  Statements of Shareholders'  Equity -- Years Ended on the
         Friday nearest December 31, 1996, 1995 and 1994

         Notes to Consolidated Financial Statements

         Report of Independent Certified Public Accountants

The following  consolidated  financial  statement schedule of Computer Products,
Inc. is included in response to Item 14(a) (2):

         Schedule II - Valuation and Qualifying Accounts

Schedules other than that listed above have been omitted because they are either
not required or not  applicable,  or because the required  information  has been
included in the consolidated financial statements or notes thereto.

(a) (3)           Exhibits

3.1      Articles of Incorporation of the Company,  as amended,  on May 15, 1989
         incorporated by reference to Exhibit 3.1 of Registrant's  Annual Report
         on Form 10-K for the fiscal year ended December 28, 1989.

3.2      By-laws  of  the  Company,  as  amended,  effective  October  16,  1990
         incorporated by reference to Exhibit 3.2 of Registrant's Current Report
         on Form 8-K, filed with the Commission on November 30, 1990.

4.1      Rights Agreement, dated as of November 9, 1988, by and between Computer
         Products,  Inc. and The Bank of New York, as amended - incorporated  by
         reference  to Exhibit 4.1 of  Registrant's  Current  Report on Form 8-K
         filed with the Commission on June 15, 1990.

10.1     Grant Agreement, dated June 19, 1981, as supplemented, by and among the
         Industrial  Development  Authority of Ireland,  Power Products Ltd. and
         Computer Products,  Inc. - incorporated by reference to Exhibit 10.2 of
         Registrant's  Annual  Report on Form  10-K for the  fiscal  year  ended
         December 31, 1982.

10.2     Indenture between Industrial Development Authority of Ireland and Power
         Products  Ltd.  -   incorporated   by  reference  to  Exhibit  10.3  of
         Registrant's  Annual  Report on Form  10-K for the  fiscal  year  ended
         December 31, 1982. 

10.3     Lease for  facilities  of Boschert,  Incorporated  located in Milpitas,
         California - incorporated by reference to Exhibit 10.14 of Registrant's
         Annual Report on Form 10-K for the fiscal year ended January 3, 1986.

10.4     Letter  Amendment to Lease for  facilities  of Boschert,  Incorporated,
         dated January 9, 1991 located in Milpitas, California - incorporated by
         reference to Exhibit 10.8 of  Registrant's  Annual  Report on Form 10-K
         for the fiscal year ended December 28, 1990.
         
10.5     Sublease for facilities of Boschert,  Incorporated located in Milpitas,
         California - incorporated  by reference to Exhibit 10.8 of Registrant's
         Annual Report on Form 10-K for the fiscal year ended January 1, 1988.

10.6     Sublessee Estoppel  Certificate to Sublease for facilities of Boschert,
         Incorporated, dated February 4, 1991, located in Milpitas, California -
         incorporated  by  reference  to Exhibit  10.10 of  Registrant's  Annual
         Report on Form 10-K for the fiscal year ended December 28, 1990.

10.7     Lease for  facilities  of Boschert,  Incorporated,  located in Fremont,
         California - incorporated  by reference to Exhibit 10.9 of Registrant's
         Annual Report on Form 10-K for the fiscal year ended January 1, 1988.

10.8     1981 Stock Option Plan, as amended,  effective as of October 16, 1990 -
         incorporated  by reference  to Exhibit  10.10 of  Registrant's  Current
         Report on Form 8-K, filed with the Commission on November 30, 1990.

10.9     Computer  Products,  Inc.  1986 Outside  Directors'  Stock Option Plan,
         amended as of February 22, 1988 - incorporated  by reference to Exhibit
         10.12 of  Registrant's  Annual  Report on Form 10-K for the fiscal year
         ended January 1, 1988.

10.10    Asset  Purchase  Agreement,  dated as of January 1, 1992,  by and among
         Computer  Products,  Inc.,  HC Holding Corp.  and Heurikon  Corporation
         including exhibits and schedules thereto - incorporated by reference to
         Exhibit 2 of  Registrant's  Current  Report on Form 8-K, filed with the
         Commission on January 20, 1992.

10.11    Contract  to  Purchase  between  Computer   Products,   Inc.  and  Sauk
         Enterprises  dated  December 23, 1991 for the premises  located at 8310
         Excelsior  Drive,  Madison,  Wisconsin -  incorporated  by reference to
         Registrant's  Annual  Report on Form  10-K for the  fiscal  year  ended
         January 3, 1992.

10.12    Lease for  facilities of the executive  offices  located in Boca Raton,
         Florida -  incorporated  by reference to Exhibit 10.23 of  Registrant's
         Annual Report on Form 10-K for the fiscal year ended December 30, 1988.

10.13    Outside  Directors'  Retirement  Plan,  effective  October  17,  1989 -
         incorporated  by  reference  to Exhibit  10.22 of  Registrant's  Annual
         Report on Form 10-K for the fiscal year ended December 29, 1989.

10.14    1990  Performance  Equity Plan -  incorporated  by reference to Exhibit
         10.26 of  Registrant's  Annual  Report on Form 10-K for the fiscal year
         ended December 28, 1990.

10.15    1990 Outside  Directors'  Stock Option Plan - incorporated by reference
         to Exhibit  10.27 of  Registrant's  Annual  Report on Form 10-K for the
         fiscal year ended December 28, 1990.

10.16    Manufacturing and Development  Agreement dated March 16, 1992,  between
         Computer  Products,  Inc. and Analogic  Corporation -  incorporated  by
         reference to Exhibit 10.30 of  Registrant's  Annual Report on Form 10-K
         for the fiscal year ended January 3, 1992.

10.17    License Agreement dated March 16, 1992, between Computer Products, Inc.
         and Analogic  Corporation - incorporated  by reference to Exhibit 10.31
         of  Registrant's  Annual  Report on Form 10-K for the fiscal year ended
         January 3, 1992.

10.18    Asset Purchase  Agreement between Computer  Products,  Inc.,  Tecnetics
         Incorporated,   Miller  Acquisition   Corporation  and  certain  former
         managers of  Tecnetics  Incorporated  -  incorporated  by  reference to
         Exhibit  10.29 of  Registrant's  Quarterly  Report on Form 10-Q for the
         quarterly period ended April 3, 1992.

10.19    Manufacturing   License  and  Technical  Assistance  Agreement  between
         Heurikon Corporation and Lockheed Sanders,  Inc. dated January 31, 1992
         - incorporated by reference to Exhibit 10.34 of Registrant's  Quarterly
         Report on Form 10-Q for the quarterly period ended July 3, 1992.
 
10.20    Star  MVP  Domestic  Terms  and  Conditions  of Sale  Between  Heurikon
         Corporation  and  Lockhead  Sanders,   Inc.  dated  March  18,  1992  -
         incorporated  by reference to Exhibit 10.35 of  Registrant's  Quarterly
         Report on Form 10-Q for the quarterly period ended July 3, 1992.

10.21    DSP32C VME Board License  Agreement  between  Heurikon  Corporation and
         American  Telephone  and  Telegraph  Company  dated  October 28, 1991 -
         incorporated  by reference to Exhibit 10.36 of  Registrant's  Quarterly
         Report on Form 10-Q for the quarterly period ended July 3, 1992.

10.22    Software License  agreement  between Heurikon  Corporation and American
         Telephone and Telegraph  Company dated October 28, 1991 -  incorporated
         by reference to Exhibit 10.37 of Registrant's  Quarterly Report on Form
         10-Q for the quarterly period ended July 3, 1992.

10.23    Employment  Agreement,  dated June 29,  1994,  by and between  Computer
         Products,  Inc. and Joseph M. O'Donnell - incorporated  by reference to
         Exhibit  10.41 of  Registrant's  Quarterly  Report on Form 10-Q for the
         quarterly period ended July 1, 1994.

10.24    (a)  Credit  Agreement,  dated  as of June  28,  1994,  by and  between
         Heurikon  Corporation  and Firstar Bank Madison,  N.A.; (b) Guaranty of
         Payment,  dated as of June 28, 1994, by and between Computer  Products,
         Inc. and Firstar Bank Madison, N.A. (c) Term Note, as of June 28, 1994,
         by and between Heurikon Corporation and Firstar Bank Madison, N.A.; (d)
         Mortgage, Security Agreement, and Fixture Financing Statement, dated as
         of June 28, 1994, by and between Heurikon  Corporation and Firstar Bank
         Madison,   N.A.  -  incorporated  by  reference  to  Exhibit  10.42  of
         Registrant's  Quarterly  Report on Form 10-Q for the  quarterly  period
         ended July 1, 1994.

10.25    Grant  Agreement,  dated October 26, 1994, by and among the  Industrial
         Development  Authority  of Ireland,  Power  Products  Ltd. and Computer
         Products,  Inc.  -  incorporated  by  reference  to  Exhibit  10.43  of
         Registrant's  Annual  Report on Form  10-K for the  fiscal  year  ended
         December 30, 1994.

10.26    Loan agreement between Computer Products, Inc. and First Union National
         Bank of Florida dated as of April 4, 1995 -  incorporated  by reference
         to Exhibit 10.44 of Registrant's  Quarterly Report on Form 10-Q for the
         quarterly period ended March 31, 1995.

10.27    1996  Employee  Stock  Purchase  Plan -  incorporated  by  reference to
         Exhibit 10.45 of Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 29, 1995.

10.28    1990 Performance  Equity Plan as amended - incorporated by reference to
         Exhibit 10.46 of Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 29, 1995.

10.29    1990 Outside  Directors  Stock Option Plan,  restated as of January 25,
         1996 -  incorporated  by  reference  to Exhibit  10.47 of  Registrant's
         Annual Report on Form 10-K for the fiscal year ended December 29, 1995.

10.30    1996 Executive  Incentive  Plan - incorporated  by reference to Exhibit
         10.48 of  Registrant's  Annual  Report on Form 10-K for the fiscal year
         ended December 29, 1995.

10.31    Executive  Stock  Ownership plan - incorporated by reference to Exhibit
         10.49 of  Registrant's  Annual  Report on Form 10-K for the fiscal year
         ended December 29, 1995.

10.32    Agreement  and Plan of  Merger,  dated  August 23,  1996,  by and among
         Computer Products,  Inc., JPS Acquisition Corp, Jeta Power Systems Inc.
         and Jagdish C. Chopra -  incorporated  by reference to Exhibit 10.50 of
         Registrant's  Quarterly  Report on Form 10-Q for the  quarterly  period
         ended September 27, 1996.

11       Statement regarding Computation of Earnings Per Share.

13       Annual  Report of  Computer  Products,  Inc.  for the fiscal year ended
         January 3, 1997.

21       List of subsidiaries of Registrant.

23       Consent of Independent Certified Public Accountants.

27       Financial data schedule.


(b)      Reports on Form 8-K

         The  Registrant  did not  file  any  reports  on Form  8-K  during  the
         thirteen-week period ended January 3, 1997.


<PAGE>


         REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON SCHEDULE



To the Board of Directors and Shareholders of
  Computer Products, Inc.:

We have audited in accordance with generally  accepted auditing  standards,  the
consolidated  financial statements included in Computer Products,  Inc.'s annual
report to  shareholders  incorporated  by reference in this Form 10-K,  and have
issued our report  thereon  dated  January 17, 1997.  Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
listed in Item 14(a)(2) is the responsibility of the Company's management and is
presented  for  purposes  of  complying   with  the   Securities   and  Exchange
Commission's  rules  and is not part of the  basic  financial  statements.  This
schedule has been subjected to the auditing  procedures  applied in the audit of
the  basic  financial  statements  and,  in our  opinion,  fairly  states in all
material  respects  the  financial  data  required  to be set forth  therein  in
relation to the basic financial statements taken as a whole.



ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
  January 17, 1997.



<PAGE>


Computer Products, Inc. and Subsidiaries
Schedule II - Valuation and Qualifying Accounts
                  For the Years Ended on the Friday Nearest December 31 ($000s)

<TABLE>
<CAPTION>
---------------------------------------------------------- ----------- ------------------------ ----------------------- -----------
                        COLUMN A                            COLUMN B          COLUMN C                 COLUMN D          COLUMN E
---------------------------------------------------------- ----------- ------------------------ ----------------------- -----------
                                                                       ------------------------
                                                                              Additions
                                                            ---------- ------------------------                   
                                                            Balance at                          -----------------------  ----------
                                                            Beginning  Charged to  Charged to        Deductions          Balance at
                                                               of        Costs &     Other      ----------- -----------    End of
                       Description                           Period     Expenses    Accounts    Description   Amount      Period
---------------------------------------------------------- ----------- ----------- ------------ ----------- ----------- -----------
Fiscal Year 1996:
  Reserve deducted from asset to which it applies:
<S>                                                         <C>           <C>                      <C>         <C>        <C>    
    Allowance for doubtful accounts                         $  1,490      $    -                   (1)         $   52     $ 1,438
    Inventory                                                  6,885       1,542                   (3)          1,431       6,996
    Deferred tax asset valuation allowance                     9,890         982                   (2)          1,946       8,926
    Other                                                        292                               (1)            292           -

Fiscal Year 1995:
  Reserve deducted from asset to which it applies:
    Allowance for doubtful accounts                          $ 1,354      $  199                   (1)         $   63     $ 1,490
    Inventory                                                  4,523       3,877                   (3)          1,515       6,885
    Deferred tax asset valuation allowance                    10,453          74                   (2)            637       9,890
    Other                                                        292                                                          292

Fiscal Year 1994:
  Reserve deducted from asset to which it applies:
    Allowance for doubtful accounts                          $ 1,174      $  251                   (3)         $   71     $ 1,354
    Inventory                                                  5,462       3,043                   (3)          3,982       4,523
    Deferred tax asset valuation allowance                    11,626         395                   (2)          1,568      10,453
    Other                                                        292                                                          292

</TABLE>

(1)    This amount relates to recoveries.

(2)    The reduction relates to utilization of tax loss carryforwards.

(3)    The reduction relates to charge-offs.

<PAGE>
                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

                                       COMPUTER PRODUCTS, INC.
                                       -----------------------
                                           (Registrant)


Dated:  March 18, 1997            By:     Joseph M. O'Donnell
                                          -------------------
                                          Joseph M. O'Donnell
                                          Chairman of the Board,
                                          President and Chief Executive Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been  signed by the  following  persons on behalf of the  Registrant  in the
capacities and on the dates indicated.

SIGNATURE                    TITLE                                     DATE
--------------------------------------------------------------------------------

Joseph M. O'Donnell          Chairman of the Board, President          03/18/97
-------------------            and Chief Executive Officer, Director
Joseph M. O'Donnell

Richard J. Thompson          Vice President-finance,                   03/18/97
-------------------           Chief Financial Officer,
Richard J. Thompson           Secretary and Treasurer


Edward S. Croft, III         Director                                  03/18/97
--------------------
Edward S. Croft, III

Stephen A. Ollendorff        Director                                  03/18/97
---------------------
Stephen A. Ollendorff

Bert Sager                   Director                                  03/18/97
----------
Bert Sager

Phillip A. O'reilly          Director                                  03/18/97
-------------------
Phillip A. O'reilly

Lewis Solomon                Director                                  03/18/97
-------------
Lewis Solomon


<PAGE>

                                INDEX TO EXHIBITS

EXHIBIT NO.            DESCRIPTION
-----------            -----------

11                    Statement regarding Earnings Per Share

13                    Annual Report of Computer Products, Inc. for
                      the fiscal year ended January 3, 1997

21                    List of subsidiaries of Registrant

23                    Consent of Independent Certified Public Accountants

27                    Financial Data Schedule