<PAGE>


                         SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C. 20549
                                       
                                  Form 10-K/A
                                 Amendment No. 1
                                           
(Mark One)

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

For the fiscal year ended October 31, 1996

                                          or

[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]


For the transition period from ________________ to ________________ 
Commission file number 0-25540


                                  STB SYSTEMS, INC.
                (Exact name of registrant as specified in its charter)


                  Texas                            75-1855896
    (State or other jurisdiction of             (I.R.S. Employer
    incorporation or organization)             Identification No.)

       1651 North Glenville Drive
            Richardson, Texas                        75081
 (Address of principal executive offices)          (Zip Code)

         Registrant's telephone number, including area code:  (972) 234-8750

             SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                         None

             SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:


                       Common Stock, par value $0.01 per share
                                   (Title of class)

<PAGE>


    Indicate by check mark whether the registrant (l) 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         
                           -------        -------  

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

    The aggregate market value on January 27, 1997 of the registrant's voting
securities held by non-affiliates was $122,584,214.

    Number of shares of registrant's Common Stock, par value $0.01 per share,
outstanding as of January 27, 1996: 4,521,394.

                         DOCUMENTS INCORPORATED BY REFERENCE

    (a) Selected portions of the registrant's Annual Report to Shareholders for 
        the fiscal year ended October 31, 1996. - Part II 

    (b) Selected portions of the registrant's preliminary Proxy Statement for 
        the 1997 Annual Meeting of Shareholders - Part III
<PAGE>
                                       
                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

    This information is set forth under the captions "Election of Directors" 
and "Executive Officers of the Company" of the Company's preliminary Proxy 
Statement for the Company's 1997 Annual Meeting of Shareholders which portion 
of such preliminary Proxy Statement is filed herein as Exhibit 99 and 
incorporated herein by reference.

                                     -1- 
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION.

    This information is set forth under the caption "Executive Compensation 
and Other Matters" of the Company's preliminary Proxy Statement for the 
Company's 1997 Annual Meeting of Shareholders which portion of such 
preliminary Proxy Statement is filed herein as Exhibit 99 and incorporated 
herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

    This information is set forth under the caption "Outstanding Capital 
Stock and Stock Ownership of Directors, Certain Executive Officers and 
Principal Shareholders" of the Company's preliminary Proxy Statement for the 
Company's 1997 Annual Meeting of Shareholders which portion of such 
preliminary Proxy Statement is filed herein as Exhibit 99 and incorporated 
herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    This information is set forth under the caption "Certain Transactions" 
and "Compensation and Other Committee Interlocks and Insider Participation" 
of the Company's preliminary Proxy Statement for the Company's 1997 Annual 
Meeting of Shareholders which portion of such preliminary Proxy Statement is 
filed herein as Exhibit 99 and incorporated herein by reference.

                                       PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

    (a)  1.   The following financial statements are incorporated by reference
              from the Company's 1996 Annual Report to Shareholders, which
              financial statements are filed herein as Exhibit 13:

              Report of Independent Accountants.
              Consolidated Balance Sheets dated October 31, 1996 and 1995.
              Consolidated Statement of Operations for the three years ended
               October 31, 1996.
              Consolidated Statement of Changes in Shareholders' Equity for
               the three years ended October 31, 1996.
              Consolidated Statement of Cash Flows for the three years ended
               October 31, 1996.
              Notes to Consolidated Financial Statements.

                                     -2-
<PAGE>

         2.  Consolidated Financial Statement Schedule                  Page
                                                                         ----
            **Report of Independent Accountants on
               Financial Statement Schedule.                              S-1

            **Consolidated Valuation and Qualifying
               Accounts.                                                  S-2

              All other schedules for which provision is made in the applicable
              accounting regulation of the Securities & Exchange Commission are
              not required under the related instructions or are inapplicable
              and therefore have been omitted.

         3.   The following documents are filed or incorporated by reference
              as exhibits to this Report:

              2    Share Exchange Agreement dated December 16, 1994 by and among
                   the Company and the shareholders of STB Assembly, Inc.
                   (incorporated by reference to Exhibit 2 to the Company's
                   Registration Statement on Form S-1 (Registration No.
                   33-87612))

              3.1  Amended and Restated Articles of Incorporation of the Company
                   (incorporated by reference to Exhibit 3.1 to the Company's
                   Registration Statement on Form S-1 (Registration No.
                   33-87612))

              3.2  Amended and Restated Bylaws of the Company (incorporated by
                   reference to Exhibit 3.2 to the Company's Registration
                   Statement on Form S-1 (Registration No. 33-87612))

              4.1  Specimen of Common Stock Certificate (incorporated by
                   reference to Exhibit 4.1 to the Company's Registration
                   Statement on Form S-1 (Registration No. 33-87612))

              4.2  Amended and Restated Articles of Incorporation and Bylaws of
                   the Company (see Exhibits 3.1 and 3.2)

              4.3  Right of First Refusal Agreement dated December 16, 1994 by
                   and among the Company and Messrs. Ogle, Balthaser and Sims
                   (incorporated by reference to Exhibit 4.3 to the Company's
                   Registration Statement on Form S-1 (Registration No.
                   33-87612))

                                     -3-
<PAGE>
              10.1 Lease Agreement dated December 6, 1988 by and between STB de
                   Mexico S.A. de C.V. (formerly known as Industrias Fronterizas
                   de Chihuahua, S.A. de C.V.) (a subsidiary of the Company, as
                   lessee) and Complejo Industrial Fuentes, S.A. de C.V (as
                   lessor), including an Agreement for Modification dated
                   February 25, 1994 by and between the same parties
                   (incorporated by reference to Exhibit 10.1 to the Company's
                   Registration Statement on Form S-1 (Registration No.
                   33-87612))

              10.2 Lease Agreement, as amended, dated July 8, 1986 by and
                   between the Company (as lessee) and Central Park Associates,
                   Ltd. (as lessor) (incorporated by reference to Exhibit 10.2
                   to the Company's Registration Statement on Form S-1
                   (Registration No. 33-87612))

              10.3 Intentionally omitted.

              10.4 Loan and Security Agreement dated December 21, 1993 by and
                   between Sanwa Business Credit Corporation and STB Systems,
                   Inc. (incorporated by reference to Exhibit 10.4 to the
                   Company's Registration Statement on Form S-1 (Registration
                   No. 33-87612))

              10.5 First Amendment to Loan and Security Agreement dated October
                   14, 1994 by and between Sanwa Business Credit Corporation and
                   the Company (incorporated by reference to Exhibit 10.5 to the
                   Company's Registration Statement on Form S-1 (Registration
                   No. 33-87612))

              10.6 Second Amendment to Loan and Security Agreement dated
                   December 9, 1994 by and between Sanwa Business Credit
                   Corporation and the Company (incorporated by reference to
                   Exhibit 10.6 to the Company's Registration Statement on
                   Form S-1 (Registration No. 33-87612))

              10.7 Amended and Restated Support Agreements dated October 14,
                   1994 from each of Messrs. Ogle, Balthaser and Sims to Sanwa
                   Business Credit Corporation (incorporated by reference to
                   Exhibit 10.7 to the Company's Registration Statement on
                   Form S-1 (Registration No. 33-87612))

              10.8 Depository Account Agreement dated December 21, 1993 by and
                   among Sanwa Business Credit Corporation, Bank One, Texas,
                   N.A. and the Company (incorporated by reference to Exhibit
                   10.8 to the Company's Registration Statement on Form S-1
                   (Registration No. 33-87612))

                                     -4-
<PAGE>

              10.9  Trademark Security Agreement dated December 21, 1993 by and
                    between Sanwa Business Credit Corporation and the Company
                    (incorporated by reference to Exhibit 10.9 to the Company's
                    Registration Statement on Form S-1 (Registration No.
                    33-87612))

             10.10  Contingent Payment Agreement dated October 17, 1994 by and
                    between Sanwa Business Credit Corporation and the Company
                    (incorporated by reference to Exhibit 10.10 to the Company's
                    Registration Statement on Form S-1 (Registration No.
                    33-87612))

             10.11  Collateral Agency Agreement dated November 30, 1994 by and
                    among STB de Mexico, S.A. de C.V. (formerly known as
                    Industrias Fronterizas de Chihuahua, S.A. de C.V.), Sanwa
                    Business Credit Corporation and the Company (incorporated by
                    reference to Exhibit 10.11 to the Company's Registration
                    Statement on Form S-1 (Registration No. 33-87612))

            *10.12  Company's Stock Option Plan for Non-Employee Directors
                    (incorporated by reference to Exhibit 10.12 to the Company's
                    Registration Statement on Form S-1 (Registration No.
                    33-87612))

            *10.13  Company's 1995 Long Term Incentive Plan (incorporated by
                    reference to Exhibit 10.13 to the Company's Registration
                    Statement on Form S-1 (Registration No. 33-87612))

             10.14  Intentionally omitted.

             10.15  Tax Allocation and Indemnification Agreement dated December
                    16, 1994 by and among the Company and Messrs. Ogle,
                    Balthaser and Sims (incorporated by reference to Exhibit
                    10.15 to the Company's Registration Statement on Form S-1
                    (Registration No. 33-87612))

            *10.16  Founding Shareholder Note by and between the Company and
                    William E. Ogle (incorporated by reference to Exhibit 10.16
                    to the Company's Annual Report on Form 10-K for the fiscal
                    year ended October 1, 1995)

            *10.17  Agreements by and between Breedlove Wesneski & Co. (and one
                    of its affiliates) and the Company dated July 16, 1993,
                    April 6, 1994 and October 18, 1994 (incorporated by
                    reference to Exhibit 10.17 to the Company's Registration
                    Statement on Form S-1 (Registration No. 33-87612))

             10.18  Intentionally omitted.

             10.19  Intentionally omitted.

             10.20  Intentionally omitted.


                                     -5-
<PAGE>
             10.21  Agreement dated September 9, 1994, by and between the
                    Company and Gateway 2000, Inc. (incorporated by reference
                    to Exhibit 10.21 to the Company's Registration Statement on
                    Form S-1 (Registration No. 33-87612))

             10.22  Third Amendment to Loan and Security Agreement dated
                    February 8, 1995 by and between Sanwa Business Credit
                    Corporation and the Company (incorporated by reference to
                    Exhibit 10.22 to the Company's Registration Statement on
                    Form S-1 (Registration No. 33-87612))

            *10.23  Indemnification Agreement dated February 8, 1995 by and
                    between William E. Ogle and the Company (incorporated by
                    reference to Exhibit 10.23 to the Company's Registration
                    Statement on Form S-1 (Registration No. 33-87612))

            *10.24  Indemnification Agreement dated February 8, 1995 by and
                    between Randall D. Eisenbach and the Company (incorporated
                    by reference to Exhibit 10.24 to the Company's Registration
                    Statement on Form S-1 (Registration No. 33-87612))

            *10.25  Indemnification Agreement dated February 8, 1995 by and
                    between James L Hopkins and the Company (incorporated by
                    reference to Exhibit 10.25 to the Company's Registration
                    Statement on Form S-1 (Registration No. 33-87612))

            *10.26  Indemnification Agreement dated February 8, 1995 by and
                    between Mark S. Sims and the Company (incorporated by
                    reference to Exhibit 10.26 to the Company's Registration
                    Statement on Form S-1 (Registration No. 33-87612))

            *10.27  Indemnification Agreement dated February 8, 1995 by and
                    between William D. Balthaser Jr. and the Company
                    (incorporated by reference to Exhibit 10.27 to the
                    Company's Registration Statement on Form S-1 (Registration
                    No. 33-87612))

            *10.28  Indemnification Agreement dated February 8, 1995 by and
                    between James J. Byrne and the Company (incorporated by
                    reference to Exhibit 10.28 to the Company's Registration
                    Statement on Form S-1 (Registration No. 33-87612))

                                     -6-
<PAGE>

            *10.29  Indemnification Agreement dated February 8, 1995 by and
                    between Lawrence E. Wesneski and the Company (incorporated
                    by reference to Exhibit 10.29 to the Company's Registration
                    Statement on Form S-1 (Registration No. 33-87612))

            *10.30  Indemnification Agreement dated February 8, 1995 by and
                    between J. Shane Long and the Company (incorporated by
                    reference to Exhibit 10.30 to the Company's Registration
                    Statement on Form S-1 (Registration No. 33-87612))

             10.31  Underwriting Agreement by and among the Company, Messrs.
                    Balthaser and Sims (the selling shareholders) and Rauscher
                    Pierce Refsnes, Inc. and Sutro & Co. Incorporated
                    (incorporated by reference to Exhibit 10.31 to the Company's
                    Annual Report on Form 10-K for the fiscal year ended
                    October 31, 1995)

             10.32  Lease Agreement dated June, 1995, by and between the Company
                    (as lessee) and Springcreek Place, Ltd. (as lessor)
                    (incorporated by reference to Exhibit 10.32 to the Company's
                    Annual Report on Form 10-K for the fiscal year ended October
                    31, 1995)

             10.33  Lease Agreement dated December 19, 1994, by and between the
                    Company (as lessee) and 50 Walter Jones Blvd., Inc. (as
                    lessor) (incorporated by reference to Exhibit 10.33 to the
                    Company's Annual Report on Form 10-K for the fiscal year
                    ended October 31, 1995)

             10.34  Fourth Amendment to Loan and Security Agreement dated
                    January 5, 1996, by and between Sanwa Business Credit
                    Corporation and the Company (incorporated by reference to
                    Exhibit 10.34 to the Company's Annual Report on Form 10-K or
                    the fiscal year ended October 31, 1995)

            *10.35  Founding Shareholder Note by and between the Company and
                    William D. Balthaser, Jr. (incorporated by reference to
                    Exhibit 10.35 to the Company's Annual Report on Form 10-K
                    for the fiscal year ended October 31, 1995)

            *10.36  Founding Shareholder Note by and between the Company and
                    Mark S. Sims (incorporated by reference to Exhibit 10.36 to
                    the Company's Annual Report on Form 10-K for the fiscal year
                    ended October 31, 1995)


                                     -7-
<PAGE>

             10.37  Addendum to Lease Agreement dated March 7, 1996 by and
                    between the Company (as lessee) and Springcreek Place, Ltd.
                    (as lessor) (incorporated by reference to Exhibit 10.37 to
                    the Company's Quarterly Report on Form 10-Q for the quarter
                    ended January 31, 1996)

            *10.38  STB Systems, Inc. 1995 Employee Stock Option Purchase Plan
                    (as amended) (incorporated by reference to Exhibit 10.38 to
                    the Company's Quarterly Report on Form 10-Q for the quarter
                    ended January 31, 1996)

             10.39  Lease Agreement dated April 18, 1996 by and between the
                    Company (as lessee) and I Cypresswood Building (as lessor)
                    (incorporated by reference to Exhibit 10.39 to the Company's
                    Quarterly Report on Form 10-Q for the quarter ended April
                    30, 1996)

             10.40  Sublease Agreement dated August 1996 by and between ADC
                    Telecommunications, Inc. (as sublessor) and the Company (as
                    sublessee) (incorporated by reference to Exhibit 10.40 to
                    the Company's Registration Statement on Form S-1
                    (Registration No. 333-14313))

             10.41  Lease Contract dated October 4, 1996 by and between STB de
                    Mexico, S.A. de C.V. (as lessee) and Complejo Industrial
                    Fuentes, S.A. de C.V. (as lessor) (incorporated by reference
                    to Exhibit 10.41 to the Company's Registration Statement on
                    Form S-1 (Registration No. 333-14313))

            *10.42  Employment Agreement dated November 1, 1996 by and between
                    the Company and William E. Ogle (incorporated by reference
                    to Exhibit 10.42 to the Company's Registration Statement on
                    Form S-1 (Registration No. 333-14313))

            *10.43  Employment Agreement dated November 1, 1996 by and between
                    the Company and Randall D. Eisenbach (incorporated by
                    reference to Exhibit 10.43 to the Company's Registration
                    Statement on Form S-1 (Registration No. 333-14313))

            *10.44  Employment Agreement dated November 1, 1996 by and between
                    the Company and James L. Hopkins (incorporated by reference
                    to Exhibit 10.44 to the Company's Registration Statement on
                    Form S-1 (Registration No. 333-14313))

                                     -8-
<PAGE>

            *10.45  Employment Agreement dated November 1, 1996 by and between
                    the Company and J. Shane Long (incorporated by reference to
                    Exhibit 10.45 to the Company's Registration Statement on
                    Form S-1 (Registration No. 333-14313))

             10.46  Modification Agreement dated October 4, 1996 by and between
                    STB de Mexico, S.A. de C.V. and Complejo Industrial Fuentes,
                    S.A. de C.V. (relating to the Lease Agreement filed as
                    Exhibit 10.1 hereto) (incorporated by reference to Exhibit
                    10.46 to the Company's Registration Statement on Form S-1
                    (Registration No. 333-14313))

            *10.47  Amended and Restated Profit Sharing Incentive Plan
                    (incorporated by reference to Exhibit 10.47 to the Company's
                    Registration Statement on Form S-1 (Registration No.
                    333-14313))

             10.48  Lease Agreement by and between the Company and Banc One
                    Leasing Corporation dated October 30, 1996, together with
                    related attachments (incorporated by reference to Exhibit
                    10.48 to the Company's Registration Statement on Form S-1
                    (Registration No. 333-14313))

           **11.1   Computation of Earnings Per Common Share and Common
                    Equivalent Share

           **13     Selected portions of the Company's Annual Report to
                    Shareholders for fiscal year ended October 31, 1996

           **21     Subsidiaries of the Company

           **23   Consent of Price Waterhouse LLP

           **24   Powers of Attorney

           **27   Financial Data Schedule

          ***99   Selected portions of the Company's preliminary 
                  Proxy Statement for the Company's 1997 Annual Meeting 
                  of Shareholders

             -------------------
             *    Management contract or compensatory plan or arrangement.
             **   Previously filed.
             ***  Filed herewith.


                                     -9-
<PAGE>
                  The Company will furnish a copy of any exhibit listed above
                  to any shareholder without charge upon written request to
                  Mr. Bryan F. Keyes, Treasurer, 1651 North Glenville Drive,
                  Richardson, Texas 75081.

    (b)  No reports on Form 8-K were filed during the last quarter of the
period covered by this Report.








                                     -10-


<PAGE>

                                 SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                         STB SYSTEMS, INC.


                                         By:  /s/ William E. Ogle
                                              ------------------------------
                                              William E. Ogle
                                              Chairman of the Board
                                              and Chief Executive Officer


Dated:  February 28, 1997







                                     -11-
<PAGE>

                               EXHIBIT INDEX 


 EXHIBIT 
 ------- 
    2     Share Exchange Agreement dated December 16, 1994 by and among the
          Company and the shareholders of STB Assembly, Inc. (incorporated
          by reference to Exhibit 2 to the Company's Registration Statement
          on Form S-1 (Registration No. 33-87612))

    3.1   Amended and Restated Articles of Incorporation of the Company
          (incorporated by reference to Exhibit 3.1 to the Company's
          Registration Statement on Form S-1 (Registration No. 33-87612))

    3.2   Amended and Restated Bylaws of the Company (incorporated by
          reference to Exhibit 3.2 to the Company's Registration Statement
          on Form S-1 (Registration No. 33-87612))

    4.1   Specimen of Common Stock Certificate (incorporated by reference
          to Exhibit 4.1 to the Company's Registration Statement on Form 
          S-1 (Registration No. 33-87612))

    4.2   Amended and Restated Articles of Incorporation and Bylaws of the
          Company (see Exhibits 3.1 and 3.2)

    4.3   Right of First Refusal Agreement dated December 16, 1994 by and
          among the Company and Messrs. Ogle, Balthaser and Sims
          (incorporated by reference to Exhibit 4.3 to the Company's
          Registration Statement on Form S-1 (Registration No. 33-87612))

   10.1   Lease Agreement dated December 6, 1988 by and between STB de Mexico
          S.A. de C.V. (formerly known as Industrias Fronterizas de Chihuahua,
          S.A. de C.V.) (a subsidiary of the Company, as lessee) and Complejo
          Industrial Fuentes, S.A. de C.V (as lessor), including an Agreement
          for Modification dated February 25, 1994 by and between the same
          parties (incorporated by reference to Exhibit 10.1 to the Company's
          Registration Statement on Form S-1 (Registration No. 33-87612))

   10.2   Lease Agreement, as amended, dated July 8, 1986 by and between the
          Company (as lessee) and Central Park Associates, Ltd. (as lessor)
          (incorporated by reference to Exhibit 10.2 to the Company's
          Registration Statement on Form S-1 (Registration No. 33-87612))

   10.3   Intentionally Omitted

   10.4   Loan and Security Agreement dated December 21, 1993 by and between
          Sanwa Business Credit Corporation and STB Systems, Inc. (incorporated
          by reference to Exhibit 10.4 to the Company's Registration Statement
          on Form S-1 (Registration No. 33-87612))

<PAGE>

 EXHIBIT 
 ------- 
   10.5   First Amendment to Loan and Security Agreement dated October 14, 1994
          by and between Sanwa Business Credit Corporation and the Company
          (incorporated by reference to Exhibit 10.5 to the Company's
          Registration Statement on Form S-1 (Registration No. 33-87612))

   10.6   Second Amendment to Loan and Security Agreement dated December 9, 1994
          by and between Sanwa Business Credit Corporation and the Company
          (incorporated by reference to Exhibit 10.6 to the Company's
          Registration Statement on Form S-1 (Registration No. 33-87612))

   10.7   Amended and Restated Support Agreements dated October 14, 1994 from
          each of Messrs. Ogle, Balthaser and Sims to Sanwa Business Credit
          Corporation (incorporated by reference to Exhibit 10.7 to the
          Company's Registration Statement on Form S-1 (Registration No. 
          33-87612))

   10.8   Depository Account Agreement dated December 21, 1993 by and among
          Sanwa Business Credit Corporation, Bank One, Texas, N.A. and the
          Company (incorporated by reference to Exhibit 10.8 to the Company's
          Registration Statement on Form S-1 (Registration No. 33-87612))

   10.9   Trademark Security Agreement dated December 21, 1993 by and between
          Sanwa Business Credit Corporation and the Company (incorporated by
          reference to Exhibit 10.9 to the Company's Registration Statement on
          Form S-1 (Registration No. 33-87612))

   10.10  Contingent Payment Agreement dated October 17, 1994 by and between 
          Sanwa Business Credit Corporation and the Company (incorporated by 
          reference to Exhibit 10.10 to the Company's Registration Statement on 
          Form S-1 (Registration No. 33-87612))

   10.11  Collateral Agency Agreement dated November 30, 1994 by and among STB
          de Mexico, S.A. de C.V. (formerly known as Industrias Fronterizas de 
          Chihuahua, S.A. de C.V.), Sanwa Business Credit Corporation and the 
          Company (incorporated by reference to Exhibit 10.11 to the Company's
          Registration Statement on Form S-1 (Registration No. 33-87612))

  *10.12  Company's Stock Option Plan for Non-Employee Directors (incorporated 
          by reference to Exhibit 10.12 to the Company's Registration Statement
          on Form S-1 (Registration No. 33-87612))

  *10.13  Company's 1995 Long Term Incentive Plan (incorporated by reference to
          Exhibit 10.13 to the Company's Registration Statement on Form S-1 
          (Registration No. 33-87612))

   10.14  Intentionally Omitted

<PAGE>

 EXHIBIT 
 ------- 
   10.15  Tax Allocation and Indemnification Agreement dated December 16, 1994 
          by and among the Company and Messrs. Ogle, Balthaser and Sims 
          (incorporated by reference to Exhibit 10.15 to the Company's 
          Registration Statement on Form S-1 (Registration No. 33-87612))

  *10.16  Founding Shareholder Note by and between the Company and William E. 
          Ogle (incorporated by reference to Exhibit 10.16 to the Company's 
          Annual Report on Form 10-K for the fiscal year ended October 1, 1995)

  *10.17  Agreements by and between Breedlove Wesneski & Co. (and one of its 
          affiliates) and the Company dated July 16, 1993, April 6, 1994 and 
          October 18, 1994 (incorporated by reference to Exhibit 10.17 to the 
          Company's Registration Statement on Form S-1 (Registration No. 
          33-87612))

   10.18  Intentionally Omitted

   10.19  Intentionally Omitted

   10.20  Intentionally Omitted

   10.21  Agreement dated September 9, 1994, by and between the Company and
          Gateway 2000, Inc. (incorporated by reference to Exhibit 10.21 to
          the Company's Registration Statement on Form S-1 (Registration No. 
          33-87612))

   10.22  Third Amendment to Loan and Security Agreement dated February 8, 1995
          by and between Sanwa Business Credit Corporation and the Company 
          (incorporated by reference to Exhibit 10.22 to the Company's 
          Registration Statement on Form S-1 (Registration No. 33-87612))

  *10.23  Indemnification Agreement dated February 8, 1995 by and between 
          William E. Ogle and the Company (incorporated by reference to 
          Exhibit 10.23 to the Company's Registration Statement on Form S-1 
          (Registration No. 33-87612))

  *10.24  Indemnification Agreement dated February 8, 1995 by and between 
          Randall D. Eisenbach and the Company (incorporated by reference to 
          Exhibit 10.24 to the Company's Registration Statement on Form S-1 
          (Registration No. 33-87612))

  *10.25  Indemnification Agreement dated February 8, 1995 by and between 
          James L. Hopkins and the Company (incorporated by reference to
          Exhibit 10.25 to the Company's Registration Statement on Form S-1
          (Registration No. 33-87612))

  *10.26  Indemnification Agreement dated February 8, 1995 by and between Mark 
          S. Sims and the Company (incorporated by reference to Exhibit 10.26 
          to the Company's Registration Statement on Form S-1 (Registration No.
          33-87612))

  *10.27  Indemnification Agreement dated February 8, 1995 by and between
          William D. Balthaser Jr. and the Company (incorporated by reference to
          Exhibit 10.27 to the Company's Registration Statement on Form S-1 
          (Registration No. 33-87612))

<PAGE>

 EXHIBIT 
 ------- 
  *10.28  Indemnification Agreement dated February 8, 1995 by and between
          James J. Byrne and the Company (incorporated by reference to Exhibit 
          10.28 to the Company's Registration Statement on Form S-1 
          (Registration No. 33-87612))
    
  *10.29  Indemnification Agreement dated February 8, 1995 by and between 
          Lawrence E. Wesneski and the Company (incorporated by reference to 
          Exhibit 10.29 to the Company's Registration Statement on Form S-1 
          (Registration No. 33-87612))

  *10.30  Indemnification Agreement dated February 8, 1995 by and between J. 
          Shane Long and the Company (incorporated by reference to Exhibit 10.30
          to the Company's Registration Statement on Form S-1 (Registration No.
          33-87612))

   10.31  Underwriting Agreement by and among the Company, Messrs. Balthaser and
          Sims (the selling shareholders) and Rauscher Pierce Refsnes, Inc. and 
          Sutro & Co. Incorporated (incorporated by reference to Exhibit 10.31 
          to the Company's Annual Report on Form 10-K for the fiscal year ended
          October 31, 1995)

   10.32  Lease Agreement dated June, 1995, by and between the Company (as 
          lessee) and Springcreek Place, Ltd. (as lessor) (incorporated by
          reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K
          for the fiscal year ended October 31, 1995)

   10.33  Lease Agreement dated December 19, 1994, by and between the Company 
          (as lessee) and 50 Walter Jones Blvd., Inc. (as lessor) (incorporated
          by reference to Exhibit 10.33 to the Company's Annual Report on Form 
          10-K for the fiscal year ended October 31, 1995)

   10.34  Fourth Amendment to Loan and Security Agreement dated January 5, 1996,
          by and between Sanwa Business Credit Corporation and the Company 
          (incorporated by reference to Exhibit 10.34 to the Company's Annual 
          Report on Form 10-K or the fiscal year ended October 31, 1995)

  *10.35  Founding Shareholder Note by and between the Company and William D.
          Balthaser, Jr. (incorporated by reference to Exhibit 10.35 to the 
          Company's Annual Report on Form 10-K for the fiscal year ended 
          October 31, 1995)

  *10.36  Founding Shareholder Note by and between the Company and Mark S. Sims
          (incorporated by reference to Exhibit 10.36 to the Company's Annual 
          Report on Form 10-K for the fiscal year ended October 31, 1995)

   10.37  Addendum to Lease Agreement dated March 7, 1996 by and between the 
          Company (as lessee) and Springcreek Place, Ltd. (as lessor) 
          (incorporated by reference to Exhibit 10.37 to the Company's Quarterly
          Report on Form 10-Q for the quarter ended January 31, 1996)

<PAGE>

 EXHIBIT 
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  *10.38  STB Systems, Inc. 1995 Employee Stock Option Purchase Plan (as 
          amended) (incorporated by reference to Exhibit 10.38 to the Company's
          Quarterly Report on Form 10-Q for the quarter ended January 31, 1996)

   10.39  Lease Agreement dated April 18, 1996 by and between the Company (as 
          lessee) and I Cypresswood Building (as lessor) (incorporated by 
          reference to Exhibit 10.39 to the Company's Quarterly Report on Form 
          10-Q for the quarter ended April 30, 1996)

   10.40  Sublease Agreement dated August 1996 by and between ADC 
          Telecommunications, Inc. (as sublessor) and the Company (as sublessee)
          (incorporated by reference to Exhibit 10.40 to the Company's 
          Registration Statement on Form S-1 (Registration No. 333-14313)) 

   10.41  Lease Contract dated October 4, 1996 by and between STB de Mexico, 
          S.A. de C.V. (as lessee) and Complejo Industrial Fuentes, S.A. de C.V.
          (as lessor) (incorporated by reference to Exhibit 10.41 to the 
          Company's Registration Statement on Form S-1 (Registration No. 
          333-14313)) 

  *10.42  Employment Agreement dated November 1, 1996 by and between the Company
          and William E. Ogle (incorporated by reference to Exhibit 10.42 to the
          Company's Registration Statement on Form S-1 (Registration No. 
          333-14313)) 

  *10.43  Employment Agreement dated November 1, 1996 by and between the Company
          and Randall D. Eisenbach (incorporated by reference to Exhibit 10.43 
          to the Company's Registration Statement on Form S-1 (Registration No.
          333-14313)) 

  *10.44  Employment Agreement dated November 1, 1996 by and between the Company
          and James L. Hopkins (incorporated by reference to Exhibit 10.44 to 
          the Company's Registration Statement on Form S-1 (Registration No. 
          333-14313)) 

  *10.45  Employment Agreement dated November 1, 1996 by and between the Company
          and J. Shane Long (incorporated by reference to Exhibit 10.45 to the 
          Company's Registration Statement on Form S-1 (Registration No. 
          333-14313)) 

   10.46  Modification Agreement dated October 4, 1996 by and between STB de 
          Mexico, S.A. de C.V. and Complejo Industrial Fuentes, S.A. de C.V. 
          (relating to the Lease Agreement filed as Exhibit 10.1 hereto) 
          (incorporated by reference to Exhibit 10.46 to the Company's 
          Registration Statement on Form S-1 (Registration No. 333-14313))

<PAGE>

 EXHIBIT 
 ------- 
  *10.47  Amended and Restated Profit Sharing Incentive Plan (incorporated by 
          reference to Exhibit 10.47 to the Company's Registration Statement on
          Form S-1 (Registration No. 333-14313)) 

   10.48  Lease Agreement by and between the Company and Banc One Leasing
          Corporation dated October 30, 1996, together with related attachments
          (incorporated by reference to Exhibit 10.48 to the Company's 
          Registration Statement on Form S-1 (Registration No. 333-14313)) 

 **11.1   Computation of Earnings Per Common Share and Common Equivalent Share

 **13     Selected portions of the Company's Annual Report to Shareholders for
          fiscal year ended October 31, 1996

 **21     Subsidiaries of the Company 

 **23     Consent of Price Waterhouse LLP 

 **24     Powers of Attorney (included on first signature page)

 **27     Financial Data Schedule 

***99     Selected portions of the Company's preliminary Proxy Statement for 
          the Company's 1997 Annual Meeting of Shareholders

          -------------------- 
          *  Management contract or compensatory plan or arrangement. The 
             Company will furnish a copy of any exhibit listed above to any 
             shareholder without charge upon written request to Mr. Bryan F. 
             Keyes, Treasurer, 1651 North Glenville Drive, Richardson, Texas 
             75081.
          ** Previously filed.
          ***Filed herewith.