================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                                   (MARK ONE)

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

For the quarterly period ended OCTOBER 3, 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 No. 0-4466

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


                                     FLORIDA
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)


                                   59-1205269
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)


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

Registrant's telephone number, including area code (407) 451-1000
                                                   -----------------

                                 NOT APPLICABLE

--------------------------------------------------------------------------------
              Former name, address and fiscal year if changed since last report

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

The number of shares of Common Stock,  $.01 par value, of the Registrant issued
and outstanding as of October 31, 1997, was 24,307,325 shares.

================================================================================


<PAGE>


                             COMPUTER PRODUCTS, INC.

                               INDEX TO FORM 10-Q

<TABLE>
<CAPTION>
                                                                                     Page
                                                                                    Number

PART I.               FINANCIAL INFORMATION

<S>                   <C>                                                          <C>
Item 1.               Condensed Consolidated Financial Statements:

                      Statements of Operations - For the Thirteen
                      and Thirty-Nine Weeks Ended October 3, 1997 and
                      September 27, 1996                                               3

                      Statements of Financial Condition - October 3, 1997
                      and January 3, 1997                                              4

                      Statements of Cash Flows - For the
                      Thirty-Nine Weeks Ended October 3, 1997 and
                      September 27, 1996                                               5

                      Statement of Shareholders' Equity- For the
                      Thirty-Nine Weeks Ended October 3, 1997                          6

                      Notes to Condensed Consolidated Financial
                      Statements                                                     7-11

Item 2.               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                            12-17

PART II.              OTHER INFORMATION

Item 4.               Submission of Matters to a Vote of
                      Security Holders                                                18

Item 6.               Exhibits and Reports on Form 8-K                                18

                      Exhibit No. 11

                      Exhibit No. 27

SIGNATURES
</TABLE>


<PAGE>


                                                                             

                                     PART I. FINANCIAL INFORMATION
                                                ITEM I

                               COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
                            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                             (Dollars in Thousands Except Per Share Data)
                                              (Unaudited)
<TABLE>
<CAPTION>

                                                             THIRTEEN WEEKS            THIRTY-NINE WEEKS
                                                                  ENDED                      ENDED
                                                           OCT. 3,     SEPT. 27,      OCT. 3,      SEPT. 27,
                                                            1997         1996           1997         1996
                                                          ---------    ---------      ---------    ---------

<S>                                                         <C>          <C>          <C>          <C>     
SALES                                                       $71,826      $53,937      $188,235     $149,368
COST OF SALES                                                46,678       35,304       121,438       95,900
                                                          ---------    ---------      ---------    ---------
GROSS PROFIT                                                 25,148       18,633        66,797       53,468
                                                          ---------    ---------      ---------    ---------
EXPENSES
  Selling, general & administrative                          10,055        7,599        27,550       22,706
  Research & development                                      5,590        4,040        15,284       11,453
                                                          ---------    ---------       -------     ---------
                                                             15,645       11,639        42,834       34,159
                                                          ---------    ---------      ---------    ---------
OPERATING INCOME                                              9,503        6,994        23,963       19,309
                                                          ---------    ---------      ---------    ---------
OTHER INCOME (EXPENSE)
  Interest expense                                             (895)       (673)        (2,055)      (2,036)
  Interest income                                               399         292          1,073          767
                                                          ---------    ----------      ---------   ---------                    
                                                               (496)       (381)          (982)      (1,269)
                                                          ---------   ----------      ---------    ---------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES         9,007       6,613         22,981       18,040
PROVISION FOR INCOME TAXES                                    2,432       1,659          6,205        4,691
                                                          ---------   ----------      ---------    ---------
INCOME FROM CONTINUING OPERATIONS                             6,575       4,954         16,776       13,349
DISCONTINUED OPERATIONS 
  Profit (loss) from operations, net of income taxes of
   $104,($222) and $42, respectively                              -         177           (333)          75
  Loss on disposal of RTP including provision of $1,000
  for operating losses during phase-out period, net
  of tax benefit of $1,152                                        -           -         (1,729)           -
                                                          ---------   ----------      ---------    ---------
NET INCOME                                                  $ 6,575     $ 5,131       $ 14,714     $ 13,424
                                                          =========   ==========      =========    =========

EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE:
PRIMARY-
  Income from Continuing Operations                       $   0.26     $   0.20       $   0.67     $   0.55                  
  Discontinued Operations                                        -         0.01          (0.08)           -
                                                          ---------   ----------      ---------    ---------
  Net Income                                              $   0.26     $   0.21       $   0.59     $   0.55                        
                                                          =========   ==========      =========    =========

ASSUMING FULL DILUTION-

  Income from Continuing Operations                       $   0.26     $   0.20       $   0.66     $   0.54                        
  Discontinued Operations                                        -         0.01          (0.08)           -
                                                          --------    ---------       ---------    --------
  Net Income                                              $   0.26     $   0.21        $  0.58     $   0.54                        
                                                          =========   ==========      =========    =========

COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING:

  Primary                                                   25,313       24,612         24,971       24,436
  Fully Diluted                                             25,442       24,934         25,493       25,008

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.


<PAGE>

                                                                                

                               COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                            (Dollars in Thousands Except Par Value Amounts)
<TABLE>
<CAPTION>

                                                                      OCTOBER 3,       JANUARY 3,
                                                                        1997             1997
                                                                     (UNAUDITED)        (AUDITED)
                                                                    -------------      -----------
ASSETS
CURRENT ASSETS
<S>                                                                   <C>              <C> 
  Cash and equivalents                                                $ 33,717         $  26,141         
  Accounts receivable, net                                              51,106            35,989
  Inventories                                                           39,388            28,726
  Prepaid expenses                                                       2,566             2,038
  Deferred income taxes, net                                             1,552               965
  Current assets of discontinued operations                                  -             7,646
                                                                      ---------         --------                          
    Total current assets                                               128,329           101,505
                                                                      ---------         ---------
PROPERTY, PLANT & EQUIPMENT, NET                                        34,616            28,686
                                                                      ---------         ---------
OTHER ASSETS
  Goodwill, net                                                         40,614            20,022
  Deferred income taxes, net                                             1,563               863
  Other assets, net                                                      4,299             1,171
  Long-term assets of discontinued operations                                -             1,594
                                                                      ---------         ---------
    Total other assets                                                  46,476            23,650
                                                                      ---------         ---------
                                                                      $209,421          $153,841
                                                                      =========         =========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

  Current maturities of long-term debt                                $  4,523          $  4,155                         
  Accounts payable and accrued liabilities                              49,241            34,210
  Current liabilities of discontinued operations                             -             2,055
                                                                      ---------         ---------
    Total current liabilities                                           53,764            40,420

LONG-TERM DEBT                                                          48,268            23,408
LEASE LIABILITIES                                                        4,906             5,994
                                                                      ---------         ---------
    TOTAL LIABILITIES                                                  106,938            69,822
                                                                      ---------         ---------
SHAREHOLDERS' EQUITY

  Preferred stock, par value $.01; 1,000,000 shares authorized;
   none issued                                                               -                 -
  Common stock, par value $.01; 80,000,000 shares authorized;
   24,301,450 shares issued and outstanding at October 3, 1997
   (23,849,759 at January 3, 1997)                                         243               239
  Additional paid-in capital                                            51,147            44,724
  Retained earnings                                                     53,497            38,783
  Foreign currency translation adjustment                               (2,404)              273
                                                                      ---------         ---------
    TOTAL SHAREHOLDERS' EQUITY                                         102,483            84,019
                                                                      ---------         ---------
                                                                      $209,421          $153,841
                                                                      =========         =========

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.


<PAGE>


                                                                              

                               COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
                            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (Dollars in Thousands)
                                              (Unaudited)
<TABLE>
<CAPTION>
                                                                   THIRTY-NINE WEEKS ENDED
                                                                   OCT. 3,         SEPT. 27,
                                                                    1997              1996
                                                                  ---------        ----------
OPERATING ACTIVITIES:
<S>                                                                <C>              <C>    
  Net income                                                       $14,714          $13,424
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Depreciation and amortization                                    5,397            4,532
    Other non-cash charges                                           1,796            1,959
  Changes in operating assets and liabilities:
    Increase in accounts receivable                                (13,582)          (6,783)
    (Increase)decrease in inventories and   
      prepaid expenses and other                                    (5,569)             422
    Increase (decrease) in accounts payable and  
      accrued liabilities                                            8,490             (184)
  Net cash provided by (used in) discontinued operations             1,423             (602)
                                                                  ---------        ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                           12,669           12,768
                                                                  ---------        ----------
INVESTING ACTIVITIES:
  Purchases of property, plant & equipment                          (7,861)          (4,838)
  Proceeds from sale of property, plant and equipment                    -               71
  Purchase of the Elba Group, net of cash acquired                 (25,768)               -
  Sale of RTP Corp.                                                  2,000                -
  Purchase of Jeta Power Systems, Inc, net of cash acquired              -           (9,577)
  Investing activities of discontinued operations                      (32)            (804)
  (Increase) decrease in other assets                                   94              (55)
                                                                   --------       ----------                             
NET CASH USED IN INVESTING ACTIVITIES                              (31,567)         (15,203)
                                                                  ---------        ----------
FINANCING ACTIVITIES:
  Proceeds from issuance of long-term debt                          28,825                -
  Principal payments on debt and capital leases                     (4,635)          (2,232)
  Proceeds from exercises of stock options                           2,658            2,754
  Repurchases of common stock                                            -           (2,032)
                                                                  ---------        ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                 26,848           (1,510)
                                                                  ---------        ----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND EQUIVALENTS               (374)             (36)
                                                                  ---------        ----------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS                          7,576           (3,981)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD                           26,141           26,650
                                                                  ---------        ----------
CASH AND EQUIVALENTS, END OF PERIOD                                $33,717          $22,669
                                                                  =========        ==========
</TABLE>

NONCASH INVESTING AND FINANCING ACTIVITIES:

In connection with the acquisition of the Elba Group, the Company  recorded,  at
fair value, assets of $35.0 million and liabilities of $6.6 million.

In  connection  with the  acquisition  of Jeta Power  Systems,  Inc, the Company
recorded,  at fair  value,  assets  of $14.0  million  and  liabilities  of $1.9
million.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.


<PAGE>


                                                                              

                                 COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
                          CONDENSED CONSOLIDATED STATEMENTOF SHAREHOLDERS EQUITY
                             For the Thirty-Nine Weeks Ended October 3, 1997
                                          (Amounts in Thousands)
                                               (Unaudited)
<TABLE>
<CAPTION>

                                                                                                      FOREIGN
                                                                        ADDITIONAL                    CURRENCY
                                                COMMON STOCK             PAID-IN        RETAINED     TRANSLATION
                                            SHARES         AMOUNT        CAPITAL        EARNINGS     ADJUSTMENT
                                           ---------      ---------     ----------      ---------    -----------
                                    

<S>              <C>                         <C>              <C>          <C>           <C>                <C> 
BALANCE, JANUARY 3, 1997                     23,850           $239         $44,724       $38,783            $273

Issuance of common stock under stock
 option plans                                   451              4           2,654             -               -

Tax  benefit from  exercises  of stock              
  options                                         -              -           3,769             -               -

Foreign currency translation adjustment           -              -               -             -          (2,677)

Net income                                        -              -               -        14,714               -
                                           ---------      ---------     ----------      ---------    -----------
BALANCE, OCTOBER 3, 1997                     24,301           $243         $51,147       $53,497         $(2,404)
                                           =========      =========     ==========      =========    ===========


</TABLE>



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.


<PAGE>


                                                                             

                    COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 OCTOBER 3, 1997

1.      BASIS OF PRESENTATION

The accompanying unaudited Condensed Consolidated Financial Statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  reporting  and with the  instructions  to Form 10-Q and Article 10 of
Regulation  S-X.  Certain  information  and  footnote  disclosures  required  by
generally accepted accounting  principles for complete financial statements have
been condensed or omitted.

In the opinion of management,  the accompanying financial statements include all
adjustments  (consisting of normal recurring accruals)  considered  necessary to
present fairly the financial position,  results of operations, and cash flows of
Computer  Products,  Inc.  ("the  Company").  The results of operations  for the
thirteen  and  thirty-nine  weeks  ended  October  3,  1997 are not  necessarily
indicative of the results that may be expected for fiscal year 1997. For further
information, these Condensed Consolidated Financial Statements should be read in
conjunction  with the financial  statements  and notes  thereto  included in the
Company's 1996 Annual Report to Shareholders and Form 10-Q for the thirteen week
period ended July 4, 1997.

Certain  prior year  amounts  have been  reclassified  to  reflect  discontinued
operations as described in Note 6.

2.      INVENTORIES

The components of inventory are as follows ($000s):

                                                     October 3,      January 3,
                                                        1997            1997
                                                     ---------       ---------

        Raw materials                                  $19,674        $14,953
        Work in process                                  6,730          4,424
        Finished goods                                  12,984          9,349
                                                     ---------       ---------
                                                       $39,388        $28,726
                                                     =========       =========


3.      PROPERTY, PLANT & EQUIPMENT, NET

Related  accumulated  depreciation was $29,335,000 and $26,064,000 at October 3,
1997 and January 3, 1997, respectively.
                                                                             

4.      ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The  components  of  accounts  payable and  accrued  liabilities  are as follows
($000s):

                                                    October 3,       January 3,
                                                       1997           1997
                                                     --------        -------

        Accounts payable                              $23,414         $16,135
        Accrued liabilities:
         Compensation and benefits                      7,132           5,794
         Commissions payable                            2,204           1,563
         Income taxes payable                           7,169           5,080
         Other                                          9,322           5,638
                                                      -------        --------   
                                                       $49,241        $34,210
                                                      ========       ========
5.      INCOME TAXES

The provision for income taxes reflects  federal,  state, and foreign taxes. The
effective  income tax rate on pretax earnings  differs from that computed at the
United States federal statutory rate for the following reasons:

                                                      Thirty-Nine Weeks Ended
                                                      Oct. 3,        Sept. 27,
                                                       1997            1996
                                                     --------         --------

        Provision computed at United States federal
         statutory rate                                35.0%            35.0%
        Effect of state income taxes                    5.1              7.9
        Amortization of goodwill                        0.3              0.2
        Foreign tax effects                            (6.9)            (2.0)
        Change in the valuation allowance              (6.5)           (15.3)
        Other                                             -              0.2
                                                     -------          --------
        Effective tax rate                             27.0%            26.0%
                                                     ========         ========


6.      DISCONTINUED OPERATIONS

On April 17, 1997,  the Company  announced its intention to sell its  Industrial
Automation division, RTP Corp. ("RTP"),  pursuant to a plan of disposal approved
by the Board of Directors. Effective July 5, 1997, the Company sold RTP Corp. to
RT  Acquisition  Florida  Corp.  Proceeds  from the sale,  which are  subject to
adjustment,  included $2.0 million cash and a subordinated  unsecured  five-year
note in the aggregate  principal  amount of  approximately  $2.5 million bearing
interest  at the prime rate.  An  estimated  after-tax  loss on the sale of $1.7
million  (net of income tax  benefit of  $1,152,000)  was  recorded in the first
quarter of 1997  representing  the  estimated  loss on the disposal of RTP's net
assets and a pre-tax  provision  of  $1,000,000  for expected  operating  losses
during the phase-out period.

RTP's sales from January 4, 1997 through its disposal date were $4,793,000.  RTP
sales for the thirty-nine weeks ended September 27, 1996 were $10,500,000. RTP's
operating  results  are  shown  separately  in  the  accompanying   consolidated
statements of operations.

Certain prior year amounts have been restated to give effect to the discontinued
operations treatment.

7.      ACQUISITION AND PLAN OF MERGER

THE ELBA GROUP -- Effective July 22, 1997,  the Company  acquired the Elba Group
("Elba"),  a privately held European  designer,  manufacturer  and marketer of a
wide range of both AC/DC and DC/DC power conversion products.  Computer Products
purchased  Elba  for  approximately  $28.5  million  in  cash  provided  by  two
seven-year term loans from a financial  institution.  Elba has design, sales and
manufacturing  organizations  in Oberhausen  and Einsiedel,  Germany;  Chomutov,
Czech Republic and Etten-Leur,  Netherlands.  The Company also has sales offices
in  Pfaffikon,  Switzerland;  Vaulx-Milieu,  France;  and  Chesterfield,  United
Kingdom.

The  acquisition  was  accounted  for under the purchase  method of  accounting.
Accordingly,  the excess of the purchase  price over the estimated fair value of
the net assets  acquired,  or  approximately  $21.5  million,  was  recorded  as
goodwill which is being amortized on a  straight-line  basis over a period of 20
years.  Elba's  results  of  operations  have  been  included  in the  Company's
consolidated  financial  statements from the date of acquisition.  The following
unaudited pro forma information  combines the consolidated results of operations
of the Company and Elba as if the  acquisition  had occurred at the beginning of
the periods presented.

                    UNAUDITED COMBINED PRO FORMA INFORMATION
                             ($000 EXCEPT PER SHARE)

                                                Thirty-Nine
                                                Weeks Ended       Year Ended
                                                October 3,        January 3,
                                                   1997              1997
                                               --------------    -------------

Sales                                              $201,544         $234,198
Net Income                                           15,385           21,335
Earnings per share - primary                           0.62             0.87
Earnings per share - assuming full dilution            0.60             0.85


The unaudited pro forma results have been prepared for comparative purposes only
and include certain  adjustments,  such as additional  amortization expense as a
result of goodwill,  increased  interest  expense on the  acquisition  debt, and
related  income  tax  effects.  The  pro  forma  results  do not  purport  to be
indicative  of results  that would have  occurred  had the  combination  been in
effect for the periods  presented,  nor do they purport to be  indicative of the
results that will be obtained in the future.

ZYTEC -- On September 2, 1997, the Company and CPI Acquisition Corp, a Minnesota
corporation  and a wholly-owned  subsidiary of the Company ("CPI Sub"),  entered
into an Agreement  and Plan of Merger dated as of September 2, 1997 (the "Merger
Agreement")  with Zytec  Corporation,  a Minnesota  corporation  ("Zytec").  The
Merger  Agreement  provides for the merger of CPI Sub with and into Zytec,  with
Zytec surviving as a wholly owned subsidiary of the Company (the "Merger").

The Merger Agreement provides for a stock-for-stock exchange in which each share
of Zytec's  common  stock will be  exchanged  for 1.33  shares of the  Company's
common stock. The Company expects to ultimately issue approximately 16.7 million
common shares in exchange for Zytec's common and equivalent shares outstanding.

The Company  expects the  transaction to be a tax-free  exchange to be accounted
for as a pooling of  interests  and for the  transaction  to close in the fourth
fiscal  quarter  ending  January 2, 1998. A one-time  charge  related to certain
merger costs will be expensed at that time.

8.       LONG-TERM DEBT

Effective July 15, 1997, the Company amended and restated its existing revolving
and term loan agreement to reprice its outstanding  term loan and to provide for
a new $20 million  three-year  multi-currency  revolving working capital line of
credit. The new multi-currency  revolving facility, which expires in April 2000,
replaces the Company's previous $20 million credit line which would have expired
on April 1, 1998.  The interest rate on the revolver is at the London  Interbank
Offering  Rate  "Libor"  plus .50%.  No  borrowings  are  outstanding  under the
existing line. The Company's 1995 seven-year term loan, which has an outstanding
balance of $19.8  million,  was  repriced  to bear  interest  at Libor plus .75%
compared to the previous rate set at Libor plus 1.5%.

In addition,  effective July 15, 1997,  the Company and one of its  subsidiaries
entered  into two  separate  unsecured  seven-year  term loans with First  Union
National  Bank,  London  Branch  providing an  aggregate of 52 million  Deutsche
marks.  The term  loans  bear  interest  at Libor plus  .75%,  or  currently  at
approximately  4%.  Proceeds  from the term loans were used to finance  the Elba
Group acquisition on July 22, 1997.

9.      DERIVATIVE FINANCIAL INSTRUMENTS

FOREIGN EXCHANGE  INSTRUMENTS --The Company enters into foreign currency forward
contracts  to minimize its exposure to  potentially  adverse  changes in foreign
currency  exchange rates on anticipated  but not firmly  committed  purchases or
sales denominated in foreign currencies made by its international  subsidiaries.
The foreign  exchange  contracts on receivables  require the Company to exchange
European ECU for Irish Punts. The foreign exchange contracts on payables require
the Company to exchange Japanese Yen to receive US dollars.  At October 3, 1997,
the  Company  held $6.6  million  of  forward  currency  exchange  contracts  on
receivables  maturing in one to three months while no contracts on payables were
outstanding.  No contracts  were  outstanding  as of January 3, 1997.  Gains and
losses  on  these  contracts  are  included  in the  consolidated  statement  of
operations as they arise.  Costs  associated  with entering into these contracts
are amortized over the contract lives,  which typically  mature within one year.
The  amount of any gain or loss on these  contracts  during  the  period was not
material.  The Company does not hold or issue financial  instruments for trading
purposes.

INTEREST RATE  INSTRUMENTS -- Effective July 14, 1997, the Company  entered into
two interest  rate swap  agreements  with First Union  National Bank pursuant to
which it exchanged its floating rate  interest  obligations  on the aggregate 52
million  Deutsche  marks  notional  principal  amount for a fixed  rate  payment
obligation of 5.58% per annum for a seven-year  period beginning August 1, 1997.
The  fixing  of the  interest  rates  for these  periods  minimizes  in part the
Company's  exposure to the  uncertainty  of floating  interest rates during this
seven-year  period.  The  differential  paid or received on these  interest rate
swaps is recognized as an adjustment to interest expense.

10.     NEW ACCOUNTING PRONOUNCEMENT

On March 3, 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings Per Share".  This
statement  simplifies  the standards for computing and  presenting  earnings per
share ("EPS") and makes them comparable to international EPS standards. SFAS 128
replaces the  presentation  of primary EPS with a presentation  of basic EPS. It
also  requires  dual  presentation  of basic and  diluted EPS on the face of the
income statement for all entities with complex capital structures. SFAS 128 will
be effective beginning with the fourth quarter of 1997 and, upon adoption,  will
require  restatement of all prior periods presented.  The Company has quantified
the impact of applying  the new standard to the third  quarter and  year-to-date
results. Pro forma information is as follows:
<TABLE>
<CAPTION>
                                               THIRTEEN WEEKS ENDED    THIRTY-NINE WEEKS ENDED
                                              OCT. 3,     SEPT. 27,     OCT. 3,     SEPT. 27,
                                               1997         1996         1997        1996
                                             ---------    ---------    ---------   ----------
EARNINGS PER COMMON SHARE
<S>                                             <C>          <C>          <C>         <C>  
Income from Continuing Operations               $0.27        $0.21        $0.70       $0.57
Discontinued Operations, net of tax                 -         0.01        (0.09)          -
                                             --------     --------    ----------    ---------
Net Income                                      $0.27        $0.22        $0.61       $0.57
                                             =========    =========    =========   ==========

EARNINGS PER COMMON SHARE - ASSUMING DILUTION

Income from Continuing Operations               $0.26        $0.20        $0.67       $0.55
Discontinued Operations, net of tax                 -         0.01        (0.08)          -
                                              --------     --------    ----------    ---------
Net Income                                      $0.26        $0.21        $0.59       $0.55
                                             =========    =========    =========   ==========
</TABLE>

                                     ITEM II
                    COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

ACQUISITION AND PLAN OF MERGER

THE ELBA  GROUP -- On July 22,  1997,  pursuant  to an  Agreement  on the  Sale,
Purchase  and  Transfer of Shares,  the  Company  acquired  all the  outstanding
capital stock of the following  affiliated  companies:  Elba Electric GmbH, Elba
Modul GmbH, Elba Elektronik AG, Elba Electronics Ltd., Elba  Electric-Produktion
s. r. o., Elba Electronique  S.A.R.L.,  and KRP Power Source B.V.,  collectively
referred to as the Elba Group.

The Elba Group is engaged in the design,  manufacture  and  marketing  of a wide
range of both  AC/DC and DC/DC  power  conversion  products  in  Europe.  Elba's
fastest growing product  segment is its medium power AC/DC  converters  (150-750
watts) sold to OEM communications  customers under the Elba and KRP Power Source
labels. The Elba Group's customers include major multinational corporations such
as Ericsson,  Kodak,  Krone AG and Siemens among others.  Elba currently has 375
employees.  Management  believes  that the  acquisition  of the Elba  Group adds
significant  design expertise along with a strong product offering and important
relationships with the world's leading Wireless and Telecommunications equipment
manufacturers.

The purchase price of 52 million  Deutsche marks  (approximately  $28.5 million)
was paid in cash with proceeds from two  seven-year  term loans from First Union
National Bank, London Branch. The loans bear interest at Libor plus .75%.

ZYTEC -- On September 2, 1997, the Company and CPI Acquisition Corp, a Minnesota
corporation  and a wholly-owned  subsidiary of the Company ("CPI Sub"),  entered
into an Agreement  and Plan of Merger dated as of September 2, 1997 (the "Merger
Agreement")  with Zytec  Corporation,  a Minnesota  corporation  ("Zytec").  The
Merger  Agreement  provides for the merger of CPI Sub with and into Zytec,  with
Zytec surviving as a wholly owned subsidiary of the Company (the "Merger").

The Merger Agreement provides for a stock-for-stock exchange in which each share
of Zytec's  common  stock will be  exchanged  for 1.33  shares of the  Company's
common stock. The Company expects to ultimately issue approximately 16.7 million
common shares in exchange for Zytec's common and equivalent shares outstanding.

The Company  expects the  transaction to be a tax-free  exchange to be accounted
for as a pooling of  interests  and for the  transaction  to close in the fourth
fiscal  quarter  ending  January 2, 1998. A one-time  charge  related to certain
merger costs will be expensed at that time.

SALE OF SUBSIDIARY

On April 17, 1997,  the Company  announced its intention to sell its  Industrial
Automation  division,  RTP Corp. ("RTP") pursuant to a plan of disposal approved
by  the  Board  of  Directors.  Accordingly,  the  Company  classified  RTP as a
discontinued  operation and recorded an after-tax  non-recurring  charge of $2.1
million, or $0.08 per share, against first quarter 1997 earnings. Effective July
5, 1997, the Company sold its industrial  automation division,  RTP Corp., to RT
Acquisition  Florida  Corp.  Proceeds  from  the  sale,  which  are  subject  to
adjustment,  included $2.0 million cash and a subordinated  unsecured  five-year
note in the aggregate  principal  amount of  approximately  $2.5 million bearing
interest at the prime rate.

RESULTS OF OPERATIONS

For the third quarter of 1997, income from continuing  operations  increased 33%
to $6.6 million,  or $0.26 per share, from the $5.0 million, or $0.20 per share,
reported for the comparable year-ago quarter.  Sales from continuing  operations
for the quarter  increased  33% to $71.8  million from $53.9 million a year ago.
For the first nine  months,  sales from  continuing  operations  totaled  $188.2
million,  up 26% from $149.4 million in 1996. Income from continuing  operations
increased 26% to $16.8 million,  or $0.67 per share,  up from $13.3 million,  or
$0.54 per share, in 1996.

The following table displays sales by product category for the thirty-nine weeks
ended October 3, 1997 and September 27, 1996 ($000s):

                                                     OCT. 3,       SEPT. 27,
                                                      1997           1996
                                                   ----------     ---------- 

        Power Conversion                            $169,522       $135,733
        Computer Systems                              18,713         13,635
                                                   ---------      ----------
        Total                                       $188,235       $149,368
                                                   ==========     ==========

Sales for the thirteen and  thirty-nine  weeks ended  October 3, 1997  increased
$17.9 million (33%) and $38.9 million (26%),  respectively,  over the comparable
prior year periods primarily as a result of a wider range of product  offerings,
the  continued  foreign  expansion  and the  increase  of  service  and  support
programs.  Sales resulting from the Elba Group since its  acquisition  date were
approximately  $4.9  million  for the  thirteen  weeks  ended  October  3, 1997.
Year-to-date  Power  Conversion  sales improved 25% while Computer Systems sales
increased 37% compared to the nine-month period a year ago.

Sales to customers in Asia and the Pacific Rim  increased 47% from $13.6 million
in the nine-month  period of 1996 to $20.0 million for the comparable  period in
1997.  The  increase  is  mainly  due to the  award  of a  significant  Original
Equipment  Manufacturer  ("OEM") program with shipments  beginning in the second
quarter of 1996 and  additional  demand from the  customer  base in Asia and the
Pacific Rim. The Company's  European Power  Conversion  business  recorded a 21%
increase in sales for the  year-to-date  period in 1997 compared to the year ago
period  again due to increased  demand from OEM  communications  customers.  The
Company  anticipates  additional  sales  growth in Power  Conversion  during the
remainder  of this  fiscal  year  and  continues  to  consider  acquisition  and
partnership opportunities to increase market share and expand product range.

As mentioned  above,  Computer  Systems  sales were 37% higher than the year ago
period as this division  continues to transition  from the computer  industry to
the communications  sector.  Similar to the Power Conversion division,  Computer
Systems has concentrated its marketing efforts on the high-growth communications
industry,   where  it  provides  networking,   telecommunications  and  wireless
communications  solutions for a variety of customers,  including  OEMs. With its
focus on  developing  new  products  aimed at  customers  in the  communications
industry  and a high  backlog  level  entering  into the  fourth  quarter,  this
division is expected to increase its sales volume  through the  remainder of the
fiscal year.

Orders for the third quarter of 1997  increased to $72.7 million  representing a
41%  improvement  compared to the year ago  quarter.  The large  increase is the
result of entering the production  phase of new OEM programs awarded to both the
Power  Conversion  and  Computer  Systems  divisions  during 1996 as well as the
addition  of the Elba  Group with $6.2  million  in orders.  At October 3, 1997,
order backlog was $59.3 million compared to $45.9 million at January 3, 1997.

Gross  profit for the  thirteen  and  thirty-nine  weeks  ended  October 3, 1997
increased by $6.5 million and $13.3 million,  respectively,  over the comparable
prior year  periods.  However,  gross  margin for the third  quarter of 1997 was
slightly  above  prior  year's at 35% while the current  year-to-date  margin of
35.5% was down compared to the 35.8% reported for the  nine-month  period a year
ago. Margins continue to be adversely  impacted by the shift in sales mix to the
Company's  high-volume,   lower-margin  OEM  customers  coupled  with  increased
production costs for a large number of new products being  introduced.  Although
the Company  continues to focus on reducing  manufacturing  costs and  improving
overall processes,  the Company does not anticipate that gross margins will vary
significantly  from the  current  level due to  continuing  competitive  pricing
pressures  and  changes in product  mix,  especially  as more OEM  programs  are
awarded.

For the thirteen and thirty-nine weeks ended October 3, 1997,  selling,  general
and  administrative  ("SG&A")  expenses as a  percentage  of sales  decreased to
approximately  14%  and  14.6%,  respectively,  from  14.1%  and  15.2%  for the
comparable  prior year periods.  In absolute  dollar terms,  SG&A increased $2.5
million and $4.8 million in the third quarter of 1997 and year-to-date  periods,
respectively,  compared to the same  periods in 1996 mostly due to higher  sales
and marketing expenses. Specific factors included higher commission expense from
increased sales volume, the cost of additional marketing programs to support the
launch of new products,  and  expansion of  distribution  channels.  General and
administrative  expenses also increased as a result of the Company's mergers and
acquisition  activities  and the  inclusion  of the Elba Group  acquired in July
1997. The Company plans to invest  significant  resources to expand its presence
in Asia, the Pacific Rim and Europe; accordingly,  selling expenses are expected
to continue to increase in absolute  dollars through the remainder of 1997 while
general and  administrative  expenses should continue to decline as a percentage
of sales.

Research and development ("R&D") spending increased  approximately $1.6 million,
or 38%,  compared to the third  quarter of 1996.  R&D  expenses  increased  $3.8
million,  or 33%,  for  the  thirty-nine  weeks  ended  October  3,  1997.  As a
percentage of sales, R&D expenses increased to 8.1% for the first nine months of
1997 compared to 7.7% for the comparable  prior year period.  The higher expense
level  was  primarily  attributable  to the  cost  of  developing  new  products
consistent  with  the  Company's  ongoing  commitment  to  develop  and  produce
high-quality,  innovative  products targeted at the communications  industry and
the inclusion of the Elba Group acquired in July 1997. 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%.

The  provision  for  income  taxes as a  percentage  of  pretax  income  for the
thirty-nine  weeks  ended  October  3,  1997  increased  to 27% from 26% for the
comparable prior year period and prior fiscal year, respectively.  The effective
tax rate for 1997 increased primarily due to lower change in valuation allowance
offset by higher income from foreign  operations that are taxed at a lower rate.
See Note 5 to the Condensed  Consolidated Financial Statements for the Company's
effective tax rate reconciliation.

LIQUIDITY AND CAPITAL RESOURCES

At October 3, 1997,  the  Company's  cash  balance  increased  to $33.7  million
compared  to $26.1  million  at  January 3, 1997  mainly  due to  proceeds  from
exercises of stock options,  proceeds from the sale of the industrial automation
division in July 1997, and cash acquired in the Elba Group,  partially offset by
purchases of equipment for $7.9 million and installment payments of $4.6 million
on the Company's long-term debt.

Inventories  increased $10.7 million,  or 37%, from January 3, 1997 primarily in
the  Power  Conversion  division  as a result  of  production  planning  to meet
manufacturing lead times and anticipated  demand for new product  introductions.
Also,  the third  quarter of 1997  includes $2.2 million of inventory as part of
the acquisition of the Elba Group.

Accounts receivable increased $15.1 million, or 42%, from January 3, 1997 due to
sales growth, including the continued expansion in international operations that
typically  have  longer  collections  cycles,  and $4.2  million of receivables
included  in the  acquisition  of the Elba  Group.  Days  sales  outstanding  in
receivables  were 63.5 days at October 3, 1997 compared to 56 days at January 3,
1997.

Accounts  payable  increased  $7.3 million,  or 45%, from January 3, 1997 due to
increases in capital expenditures, operating expenses, and material purchases to
support the growth in sales.

Cash provided by operations increased to $13.3 million for the thirty-nine weeks
ended  October  3, 1997 from  $12.8  million  for the  thirty-nine  weeks  ended
September 27, 1996  primarily as a result of an increase in inventory,  accounts
payable and accrued liabilities.

Net  cash  used in  investing  activities  increased  to $32.2  million  for the
thirty-nine  weeks ended October 3, 1997 from $15.2 million for the  thirty-nine
weeks  ended  September  27, 1996 due to the  acquisition  of the Elba Group for
approximately  $25.8 million (net of cash  acquired) and increased  purchases of
plant and equipment  partially  offset by $2.0 million proceeds from the sale of
RTP Corp.

Net cash  provided  by  financing  activities  for the  thirty-nine  weeks ended
October 3, 1997 of $26.8 million  reflects the issuance of the DM52 million term
loans,  net of debt issuance costs,  and $2.7 million proceeds from exercises of
stock  options  partially  offset  by  $4.6  million  long-term  debt  principal
repayments including $3.7 million on the Company's seven-year term loan.

The Company and one of its  subsidiaries  entered  into two  separate  unsecured
seven-year term loans with a bank providing an aggregate of 52 million  Deutsche
marks. The term loans bear interest at Libor plus .75%, or  approximately  5.6%.
Proceeds  from the term  loans  were used to finance  the  purchase  of the Elba
Group. In addition,  the Company amended and restated its existing revolving and
term loan  agreement to reprice its  outstanding  term loan and to provide for a
new $20 million  three-year  multi-currency  revolving  working  capital line of
credit.

The new multi-currency revolving facility, which expires in April 2000, replaces
the Company's previous $20 million credit line which would have expired on April
1, 1998.  The interest  rate on the revolver was reduced from Libor plus .75% to
Libor plus .50%. As of October 3, 1997, the Company had made no borrowings under
the  existing  line of  credit,  and  management  believes  the  Company  was in
compliance with the agreement's covenants.

Effective July 15, 1997, the Company's 1995 seven-year  term loan,  which has an
outstanding balance of $22 million,  was repriced to bear interest at Libor plus
 .75% compared to the previous rate set at Libor plus 1.5%.

Based on current plans and business  conditions,  the Company  believes that its
cash and equivalents, its available credit line, cash generated from operations,
and other  financing  activities  are  expected to be  adequate to meet  capital
expenditures,  working capital  requirements,  debt  obligations and outstanding
lease commitments through the remainder of fiscal 1997.

FORWARD LOOKING STATEMENTS

Certain  statements in this Form 10-Q  constitute  "forward-looking  statements"
within the meaning of the Private  Securities  Litigation Reform Act of 1995 and
are based on the Company's  current  expectations  with respect to future sales,
operating  efficiencies,  growth and  working  capital  needs.  Such  statements
involve  risks  and  uncertainties  which  may cause  actual  results  to differ
materially  from those set forth in these  forward-looking  statements.  Factors
that might affect such forward-looking statements include, among others, general
economic   conditions  and  growth  in  the  power  supply  and   communications
industries,  changes in customer mix, competitive factors and pricing pressures,
changes in product mix, the timely  development  and acceptance of new products,
ability to  integrate  the Elba  Group  operations  with  those of the  Company,
ability  to  attract  and  retain  customers  including  new OEM  communications
customers,  ability to  attract  and retain  personnel,  inventory  risks due to
shifts in market  demand,  changes  in  absorption  of  manufacturing  overhead,
domestic and foreign regulatory approvals particularly as it relates to the Elba
acquisition,  foreign  currency and economic risks and other risks  described in
the Company's various reports filed with the Securities and Exchange Commission.


<PAGE>


                                                                           
                           PART II. OTHER INFORMATION

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

None

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

(a)     EXHIBITS

Exhibit No. 11 -- Computation of earnings per common and common equivalent share
for the thirteen and  thirty-nine  weeks ended October 3, 1997 and September 27,
1996.

Exhibit No. 27 -- Financial Data Schedule.

(B)     REPORTS ON FORM 8-K

During the  thirteen-week  period ended  October 3, 1997,  the Company filed the
following reports on Form 8-K:

On August 4, 1997,  the Company  filed a Current  Report on Form 8-K to announce
its acquisition of the Elba Group effective July 22, 1997 and subsequently filed
a report on Form 8-K/A to disclose  audited  historical  and combined  pro-forma
financial statements.

On September 5, 1997,  the Company filed a Current Report on Form 8-K announcing
that on September 2, 1997 the Company and Zytec Corporation announced in a joint
press  release that they had signed a definitive  merger  agreement  pursuant to
which a wholly-owned subsidiary of the Company will merge with and into Zytec.

On October  30,  1997,  the Company  filed a Current  Report on Form 8-K to file
restated audited historical  financial  statements  pursuant to its discontinued
operations plan for RTP Corp. adopted during 1997.


<PAGE>
                                   SIGNATURE

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

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

DATE:      November 12, 1997                 BY:    /s/ Richard J. Thompson
                                                    -----------------------
                                                    Richard J. Thompson
                                                     Vice President Finance
                                                       Chief Financial Officer