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 April 4, 1997

                                       OR
[X]     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 (561)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 May 2, 1997 was 23,888,096 shares.



<PAGE>


                             COMPUTER PRODUCTS, INC.

                               INDEX TO FORM 10-Q

                                                                    Page Number
PART I. FINANCIAL INFORMATION

Item 1.   Condensed Consolidated Financial Statements:

          Statements of Operations - For the Thirteen
          Weeks Ended April 4, 1997 and
          March 29, 1996                                                3

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

          Statements of Cash Flows - For the
          Thirteen Weeks Ended April 4, 1997 and
          March 29, 1996                                                5

          Notes to Condensed Consolidated Financial
          Statements                                                   6-9

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                         10-13


PART II.  OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of
          Security Holders                                             14

Item 6.   Exhibits and Reports on Form 8-K                             14

          Exhibit No. 11

          Exhibit No. 27

SIGNATURE


<PAGE>
<TABLE>



                                           PART I. FINANCIAL INFORMATION
                                     COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
                                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Amounts in Thousands Except Per Share Data)
                                                    (Unaudited)
<CAPTION>
                                                                                        Thirteen Weeks Ended
                                                                                     April 4,             March 29,
                                                                                       1997                 1996
                                                                                    -----------          -----------

<S>                                                                                    <C>                  <C>
Sales                                                                                  $56,865              $47,365
Cost of Sales                                                                           37,257               30,264
                                                                                    -----------          -----------
Gross Profit                                                                            19,608               17,101
                                                                                    -----------          -----------
Expenses
  Selling, general & administrative                                                      8,747                7,401
  Research & development                                                                 4,471                3,489
                                                                                    -----------          -----------
                                                                                        13,218               10,890
                                                                                    -----------          -----------
Operating Income                                                                         6,390                6,211
                                                                                    -----------          -----------
Other Income (Expense)
  Interest expense                                                                        (589)                (708)
  Interest income                                                                          326                  217
                                                                                    -----------          -----------
                                                                                          (263)                (491)
                                                                                    -----------          -----------
Income from Continuing Operations before Income Taxes                                    6,127                5,720

Provision for Income Taxes                                                               1,654                1,545
                                                                                    -----------          -----------
Income from Continuing Operations                                                        4,473                4,175
Discontinued Operations
   Loss from operations, net of income tax benefit of $222 and $100                       (333)                (264)
   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                                                                           $   2,411            $   3,911
                                                                                    ===========          ===========
Earnings per Common and Common Equivalent Share:
Income from Continuing Operations
                                                                                     $    0.18            $    0.17
Discontinued Operations
   Loss from operations                                                                  (0.01)               (0.01)
   Loss on disposal                                                                      (0.07)                   -
                                                                                    -----------          -----------
Net Income                                                                            $   0.10             $   0.16
                                                                                    ===========          ===========

Common and Common Equivalent Shares Outstanding                                         24,674               24,456

</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
                    (Amounts in Thousands Except Share Data)
<TABLE>

                                                                                            April 4,            January 3,
                                                                                              1997                 1997
                                                                                          (Unaudited)           (Audited)
                                                                                          ------------         -----------
<CAPTION>
ASSETS
Current Assets
<S>                                                                                         <C>                  <C>
   Cash and equivalents                                                                     $  29,359            $  26,141
   Accounts receivable, net                                                                    35,622               35,989
   Inventories                                                                                 29,883               28,726
   Prepaid expenses and other                                                                   3,178                2,038
   Deferred income taxes, net                                                                   1,128                  965
   Current assets of discontinued operations                                                    5,319                7,646
                                                                                           -----------          ----------          
     Total current assets                                                                     104,489              101,505
                                                                                           -----------          -----------
Property, Plant & Equipment, net                                                               28,239               28,686
                                                                                           -----------          -----------

Other Assets
   Goodwill, net                                                                               19,601               20,022
   Deferred income taxes, net                                                                   1,052                  863
   Other assets                                                                                 1,056                1,171
   Long-term assets of discontinued operations                                                  1,496                1,594
                                                                                           -----------          -----------
     Total other assets                                                                        23,205               23,650
                                                                                           -----------          -----------
                                                                                             $155,933             $153,841
                                                                                           ===========          ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
   Current maturities of long-term debt                                                    $    4,855            $   4,155
   Accounts payable and accrued liabilities                                                    36,173               34,210
   Current liabilities of discontinued operations                                               1,329                2,055
                                                                                           -----------          -----------
     Total current liabilities                                                                 42,357               40,420

Long-Term Debt                                                                                 21,185               23,408
Lease Liabilities                                                                               5,940                5,994
                                                                                           -----------          -----------
     Total Liabilities                                                                         69,482               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;
     23,885,096 issued and outstanding at April 4, 1997 (23,849,759 shares at
     January 3, 1997)                                                                             239                  239
   Additional paid-in capital                                                                  45,703               44,724
   Retained earnings                                                                           41,194               38,783
   Foreign currency translation adjustment                                                       (685)                 273          
     Total shareholders' equity                                                                86,451               84,019
                                                                                           -----------          -----------
                                                                                             $155,933             $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
                             (Amounts in Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                         Thirteen Weeks Ended
                                                                                      April 4,            March 29,
                                                                                       1997                 1996
                                                                                    -----------          -----------
OPERATING ACTIVITIES
<S>                                                                                   <C>                  <C>
   Net income                                                                         $  2,411             $  3,911
   Adjustments to reconcile net income to net cash provided by operating
     activities:
       Depreciation and amortization                                                     1,720                1,394
       Provision for discontinued operations                                             1,729                    -
       Other non-cash charges                                                               56                  419
   Changes in operating assets and liabilities:
     Increase in accounts receivable                                                      (175)                (220)
     Increase in inventories and prepaid expenses and other                             (2,926)              (3,166)
     Increase (decrease) in accounts payable and accrued liabilities                     1,569               (1,808)
   Net cash provided by discontinued operations                                          1,733                1,275
                                                                                    -----------          -----------
Net Cash Provided by Operating Activities                                                6,117                1,805
                                                                                    -----------          -----------
INVESTING ACTIVITIES
   Purchases of property, plant and equipment                                           (1,273)              (1,826)
   Investing activities of discontinued operations                                         (34)                (536)
   (Increase) decrease in other assets                                                      49                  (38)
                                                                                    -----------          -----------
Net Cash Used in Investing Activities                                                   (1,258)              (2,400)
                                                                                    -----------          -----------
FINANCING ACTIVITIES
   Principal payments on debt and capital leases                                        (1,582)                (237)
   Proceeds from exercises of stock options                                                 99                  713
   Repurchases of common stock                                                               -               (2,032)
                                                                                    -----------          -----------
Net Cash Used in Financing Activities                                                   (1,484)              (1,556)
                                                                                    -----------          -----------
Effect of Exchange Rate Changes on Cash and Equivalents                                   (157)                 (97)
                                                                                    -----------          -----------
Increase (decrease) in Cash and Equivalents                                              3,218               (2,248)

Cash and Equivalents, Beginning of Period                                               26,141               26,650
                                                                                    -----------          -----------
Cash and Equivalents, End of Period                                                    $29,359              $24,402
                                                                                    ===========          ===========

</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)
                                  April 4, 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 weeks ended April 4, 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.

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):

                                           April 4,      January 3,
                                             1997          1997
                                          --------       --------

      Raw materials                        $16,446       $14,953
      Work in process                        5,342         4,424
      Finished goods                         8,095         9,349
                                           -------       --------
                                           $29,883       $28,726
                                           =======       ========


3.       PROPERTY PLANT & EQUIPMENT, NET

Related  accumulated  depreciation  was  $27,073,000 and $26,064,000 at April 4,
1997 and January 3, 1997, respectively.



4.       ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

                                           April 4,     January 3,
                                             1997          1997
                                           -------       --------

      Accounts payable                     $17,696       $16,136
      Accrued liabilities:
        Compensation and benefits            4,009         5,793
        Income taxes payable                 5,826         5,080
        Provision for discontinued
         operations                          1,729             -
        Other                                6,913         7,201
                                           -------        -------
                                           $36,173       $34,210
                                           =======       ========

5.       INCOME TAXES

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

                                           Thirteen Weeks Ended
                                           April 4,     March 29,
                                            1997          1996
                                           ------        ------
      Provision computed at United States
        federal statutory rate              35.0%         35.0%
      Amortization of goodwill               0.2           0.2
      Change in the valuation allowance     (5.6)         (8.7)
      Foreign tax effects                   (7.5)         (4.3)
      Effect of state income taxes           4.8           4.7
      Other                                  0.1           0.1
                                           ------        ------
      Effective tax rate                    27.0%         27.0%
                                           ======        ======


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.  The Company is currently in discussions with several
potential buyers and expects to sell the business before the end of fiscal 1997.

At April  4,  1997,  the  estimated  loss on the  disposal  of the  discontinued
operations of $1,729,000  (net of income tax benefit of  $1,152,000)  represents
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  for the  first  quarter  of 1997  and  1996  were  $2,252,000  and
$3,070,000,  respectively. RTP's operating results for the first quarter of 1997
are shown separately in the accompanying consolidated statements of operation.

Assets and  liabilities  of the  discontinued  operations  have been  separately
classified in the accompanying  statements of financial condition and consist of
the following ($000s):

                                          April 4,     January 3,
                                           1997          1997
                                        ----------    ---------

  Accounts receivable, net                 $1,961       $4,129
  Inventories                               3,335        3,494
  Prepaid expenses and other                   80          100
  Property, Plant & Equipment, net          1,439        1,517
                                        ---------     ---------
      Total assets                         $6,815       $9,240
                                        ==========    =========

  Accounts payable and other accruals      $1,329       $2,055
                                        ==========    =========

All prior year amounts have been  restated for the  discontinued  operations  to
conform with the current year's presentation.


 7.   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 first quarter results.  Pro forma
information is as follows:
                                               Pro Forma     Pro Forma
                                                 Q1-97         Q1-96
                                               --------     ----------
EARNINGS PER COMMON SHARE
Income from Continuing Operations                $0.19          $0.18
Discontinued Operations                          (0.09)         (0.01)
                                               --------     ----------
Net Income                                       $0.10          $0.17
                                               ========     ==========

EARNINGS PER COMMON SHARE - ASSUMING DILUTION
Income from Continuing Operations                $0.18          $0.17
Discontinued Operations                          (0.08)         (0.01)
                                               --------     ----------
Net Income                                       $0.10          $0.16
                                               ========     ==========


<PAGE>

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



GENERAL

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 has  classified  RTP as a
discontinued  operation  and has recorded an after-tax  non-recurring  charge of
$2.1 million, or $0.08 per share, against first quarter 1997 earnings.  Included
in the  charge is a  write-down  of RTP assets to their  anticipated  realizable
value and expected  operating  losses until the division is sold. The Company is
currently in discussions  with several  potential buyers and expects to sell the
business by year end 1997.

For the first quarter of 1997,  income from continuing  operations  increased to
$4.5 million,  or $0.18 per share,  from the $4.2  million,  or $0.17 per share,
reported for the comparable year-ago quarter.  Sales from continuing  operations
for the quarter  increased  20% to $56.9 million from $47.4 million for the same
quarter a year ago.

Operating  income in the  first  quarter  of 1997 was 11.2% of sales,  down from
13.1% in the first  quarter of 1996 as gross  margin  declined to 34.5% from the
36.1% reported in the year ago quarter.  In addition,  research and  development
spending  increased  28%  compared  to the first  quarter in 1996 as the Company
continues  to fund new  product  design  and  development  for the  high  growth
segments of the communications industry.

RESULTS OF OPERATIONS

The following table displays  revenue by product category for the thirteen weeks
ended April 4, 1997 and March 29, 1996:
                                               (Dollars in thousands)
                                               APRIL 4,     MARCH 29,
                                                1997          1996
                                              ----------   -----------
      Power Conversion                          $52,287       $43,918
                                                    92%           93%
      Computer Systems                            4,578         3,447
                                                     8%            7%
                                              ----------   -----------
      Total                                     $56,865       $47,365
                                              ==========   ===========

For the thirteen  weeks ended April 4, 1997,  sales from  continuing  operations
increased by $9.5 million,  or 20%, over the  comparable  prior year period as a
result of a wider range of product  offerings,  the continued  foreign expansion
and the increase of service and support programs. Specifically, Power Conversion
sales improved 19% compared to the first quarter of 1996 while Computer  Systems
sales increased 33% compared to the same period a year ago.

Sales to customers in Asia and the Pacific Rim increased  592% from $1.2 million
in the first quarter of 1996 to $8.3 million in the most recent  quarter  mainly
due to the  award  of a  significant  Original  Equipment  Manufacturer  ("OEM")
program with shipments  beginning in the second quarter of 1996.  Likewise,  the
Company's  European Power Conversion  business  recorded an 8% increase in sales
for the first  quarter of 1997  compared  to the year ago  quarter  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  intends to  consider  acquisition  and  partnership  opportunities  to
increase market share and expand product range.

As  mentioned  above,  Computer  Systems  sales were 33%  higher  than the first
quarter of 1996 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
video-on-demand  solutions for a variety of customers,  including OEMs. With its
initiative  to develop new products  aimed at  customers  in the  communications
industry, the Company expects this division to increase its sales volume through
the remainder of the fiscal year.

Orders for the first  quarter of 1997  increased  to an all time record of $65.7
million  representing a 47%  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. At April 4, 1997, order backlog was $54.1 million compared to $45.9
million at January 3, 1997.

Although gross profit for the current quarter increased by $2.5 million over the
first  quarter of 1996,  gross  margin of 34.5% was down  compared  to the 36.1%
reported for the same period a year ago. Margins were adversely  impacted by the
shift in sales mix to the  Company's  high-volume,  lower-margin  OEM  customers
coupled with lower  standard  product sales to the  distribution  sales channel.
Although  the Company  continues  to focus on reducing  manufacturing  costs and
improving overall processes,  the Company does not anticipate that gross margins
will  increase  significantly  from 1996  levels due to  continuing  competitive
pricing  pressures  and changes in product mix,  especially as more OEM programs
are awarded.

For the first  quarter of 1997,  selling,  general and  administrative  ("SG&A")
expenses  as a  percentage  of sales  remained  level at 15.5% with the year ago
quarter;  however,  in absolute dollar terms, SG&A increased $1.3 million 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.  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 $1.0 million,
or 28%,  compared to the first  quarter of 1996.  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. As a percentage of sales, R&D
expenses were 7.9% for the first quarter of 1997 versus 7.4% for the  comparable
prior year period.  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%.

LIQUIDITY AND CAPITAL RESOURCES

At April 4, 1997, the Company's cash balance was $29.4 million compared to $26.1
million at January 3, 1997 despite the  long-term  debt  principal  repayment of
$1.5 million on the Company's seven-year term loan.

Inventories increased $1.2 million, or 4%, 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.

Cash  provided by  operations  increased to $6.1 million for the thirteen  weeks
ended  April 4, 1997 from $1.8  million for the  thirteen  weeks ended March 29,
1996  primarily  as a result of an  increase  in  accounts  payable  and accrued
liabilities.

Net cash used in investing activities decreased to $1.3 million for the thirteen
weeks ended April 4, 1997 from $2.4 million for the  thirteen  weeks ended March
29, 1996 due to lower equipment purchases.

Net cash used in financing activities for the thirteen weeks ended April 4, 1997
reflects mainly  long-term debt principal  repayments  including $1.5 million on
the Company's seven-year term loan.

The Company  has a $20 million  revolving  line of credit that  extends  through
April 1, 1998. As of April 4, 1997, the Company had made no borrowings under the
line of credit and was in compliance  with the agreement's  covenants.  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  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  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 weeks ended April 4, 1997 and March 29, 1996.


Exhibit No. 27 -- Financial Data Schedule.


(b)      Reports on Form 8-K

The Company did not file any reports on Form 8-K during the thirteen week period
ended April 4, 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: May 6, 1997                               BY:     Richard J. Thompson
                                                        -------------------
                                                        Richard J. Thompson
                                                        Vice President Finance
                                                        Chief Financial Officer