SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           Form 10-K

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

            For the fiscal year ended June 30, 1997

               Commission file number 2-93668-FW

               CURTIS MATHES HOLDING CORPORATION
     (Exact name of Registrant as specified in its charter)

                   Texas                             75-1975147
          (State of incorporation)                (I.R.S. Employer
                                                  Identification No.)

            10911 Petal Street, Dallas, Texas           75238
         (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code:  (214) 503-8880

  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 $.01 per share
                        (Title of class)

     Indicate  by  check mark whether the Registrant (1)  has  filed  all
reports  required  to be filed by Section 13 or 15(d) of  the  Securities
Exchange Act of 1934 during the preceding 12 months (or for such  shorter
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]

     On  August 29, 1997, the aggregate market value of the voting  stock
held  by  non-affiliates  of  the  Registrant  (37,536,564  shares)   was
approximately $22,146,573 based upon the average of the closing  bid  and
closing asked price per share of $0.59.

     On  August  29,  1997, there were 40,612,279 shares of  Registrant's
common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:  Exhibits listed on Exhibit index.
<PAGE>
                              GENERAL INDEX

                                                             Page

Number

ITEM l.   BUSINESS                                              3

ITEM 2.   PROPERTIES                                            9

ITEM 3.   LEGAL PROCEEDINGS                                     9

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  10

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS                                  10

ITEM 6.   SELECTED FINANCIAL DATA                              11

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS                  12

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
          Index  to Consolidated Financial Statements
          (F-1 through  F-35)                                  16

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING  AND FINANCIAL  DISCLOSURE                17

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT   17

ITEM 11.  EXECUTIVE COMPENSATION                               19

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT                                           24

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS       26

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
          ON FORM 8-K                                          27

SIGNATURES                                                     28

EXHIBIT INDEX                                                  69
<PAGE>
               CURTIS MATHES HOLDING CORPORATION

                             PART I
ITEM l.   BUSINESS

     (a)  General Development of Business

     Curtis  Mathes Holding Corporation and subsidiaries (the  "Company")
is  engaged  in the development, marketing and distribution  of  consumer
electronics  products  and  online  services  relating  specifically   to
Internet access through the television medium.

     The  Company  was incorporated in Texas on July 13,  1984  as  Donny
Osmond  Entertainment Corporation and operated in several facets  of  the
entertainment   industry  until  1988.   The  Company   filed   an   S-18
registration  statement  in November 1984 and  completed  the  registered
offering in January 1985.

     In  November  1993,  the Company acquired Curtis Mathes  Corporation
(CMC),  maker  of consumer electronics products relating specifically  to
the home entertainment industry.  On November 8, 1993 the Company's stock
was  first listed on the NASDAQ SmallCap Market (symbol CRTM) and in  May
1994, the Company changed its name to Curtis Mathes Holding Corporation.

     A  subsidiary  closely related to CMC in the past has been  Warranty
Repair Corporation (WRC) which provided warranty support for all products
sold by CMC.  CMC continues to honor all of its warranty obligations  and
now  utilizes the expertise of an outside warranty servicing  company  to
control  warranty costs while providing highly professional  services  to
its  customers.  The warranty servicing company monitors all  outstanding
warranties  on  CMC  products,  provides technical  assistance  to  CMC's
authorized service centers, and serves all of the warranty related  needs
of CMC's customers.

     During  fiscal  1997,  another subsidiary, Curtis  Mathes  Marketing
Corporation  (CMMC),  developed and continues  to  refine  a  proprietary
technology   called  uniViewT  which  allows  a  family,  through   their
television set, to "surf" the Internet, send and receive e-mail, talk  on
the  telephone,  program  their VCR, and search for  movies  or  programs
featuring  specific  subjects, actors, or ratings. uniView  is  currently
available  in  the  stores and has generated great enthusiasm  among  its
purchasers.   CMMC also holds a patent on the 125" projection  television
technology  known  as RealViewTM.  This technology  is  best  suited  for
sports  arenas,  stadiums,  shopping malls,  airports,  and  other  large
commercial applications.
     
     A  subsidiary  closely  related  to CMMC,  Curtis  Mathes  Xpressway
Corporation  (CMX),  provides  Internet access  and  online  content  for
uniView  customers and other subscribers to the Curtis Mathes  XpresswayT
Online Service.

     FFL  Corporation  (FFL), a subsidiary which in the past  engaged  in
real  estate  transactions, remains dormant  at  this  time.   Systematic
Electronics  Corp., formerly known as Advanced PC Products,  Inc.  and  a
current subsidiary of FFL, also remains dormant at this time.
<PAGE>
     (b)  Financial Information About Industry Segments

     Please  refer  to Note 16 on page F-35 of the Notes to  Consolidated
Financial  Statements  in  this  Form  10-K  for  information  concerning
Industry Segments.

     (c)  Narrative Description of Business

Major Markets and Products

Curtis Mathes Corporation (CMC)

     CMC  does  not  have a product line at this time.   This  subsidiary
historically produced both direct view and projection televisions.
     
Warranty Repair Corporation (WRC)

     WRC  has, in the past, provided warranty and repair service for  CMC
consumer  electronics products.  Warranty support  for  CMC  products  is
currently being provided under contract by an outside servicer.   WRC  is
currently  inactive and it offers no other services or  products  to  any
other outside party.

Curtis Mathes Marketing Corporation (CMMC)

     The  Company's  newest  proprietary  television  technology,  called
"uniView," is designed to meet the high interest and expected  demand  of
the  consumer for easy and affordable access to the Internet through  the
television  medium.   All  Curtis Mathes televisions  and  set-top  units
equipped  with  the  unique uniView system seamlessly integrate  Internet
access,  fax  and  online information services with  the  traditional  TV
viewing  experience  using broadcast quality translucent  graphics.   All
uniView  units additionally have built-in e-mail, conference  phone,  on-
screen   caller  ID,  automated  VCR  control  and  various   interactive
television capabilities.  Other unique features include the capability of
automatically  monitoring  the TV listings  databases  and  blocking  any
programming  that  parents might find inappropriate based  on  their  own
specifications of show, rating or specific content.

     The  uniView  units  are further designed to accept  optional  input
peripherals,  such as a wireless keyboard, which will be offered  by  the
Company as an accessory to the basic system. The uniView system is  fully
operational with its standard infrared-style remote control; the infrared
wireless keyboard allows greater flexibility in "surfing" the Internet or
sending e-mail by providing a full keyboard and mouse touchpad, while the
RF  Wireless Keyboard provides a high level of data integrity through its
radio frequency wireless technology, which allows operation of the system
from up to 50 feet away.

     CMMC  also  offers for licensing its patent rights  on  the  10-foot
diagonal  projection  television  system  known  as  RealView,   in   the
commercial market.  While competitors of this technology rely upon either
thousands  of miniature CRTs or banks of monitors to provide  a  picture,
RealView  provides for high resolution and flexible transmittal of  video
and graphics from any source onto a 75" x 100" seamless projection screen
through  the use of a single light valve projector.  This results  in  an
electrical  power  consumption  rate  that  is  considerably  lower  than
comparably-sized display systems.
<PAGE>
Curtis Mathes Xpressway Corporation (CMX)

      CMX,  a  new  subsidiary  of  the  Company  this  fiscal  year  was
established  to  primarily support the Company's uniView  products.   CMX
provides  specialized Internet-access and online services  for  TV  based
systems,  such  as  the  Company's  uniView  product  line.  The  service
retrieves  Internet  pages and graphics, translates  them  into  TV-based
formatting,  and  provides  them  to  consumers  for  viewing  on   their
television  sets.   CMX  further provides  Internet  access  to  personal
computer (PC) users as well as non-uniView set top boxes.

Competition

Curtis Mathes Marketing Corporation (CMMC)

     CMMC's uniView proprietary television technology is among the  first
products  of its type to enter the marketplace.  Competitors  which  have
announced  a  television  product which allows  access  to  the  Internet
include Zenith, Sony, Phillips, and other less well known companies.  The
primary  methods of competition with these companies are expected  to  be
price, features, and product performance.  While the product announced by
all  of  CMMC's  competitors  is limited to  providing  Internet  access,
uniView  contains many additional features, some of which  are  described
above.

     CMMC's RealView 10-foot diagonal projection television technology is
in  the  same  product category as the Jumbotron and DiamondVision  color
video  display  systems  manufactured by its  competitors.   The  primary
methods of competition on products utilizing this technology are expected
to  be  price  and  product performance.  As described  in  the  products
section  above,  the RealView technology is believed  to  be  technically
superior to its competition, creating an advantage for licensees of  this
technology with a significantly lower sales price.

Curtis Mathes Xpressway Corporation (CMX)

      The  online  services industry where CMX operates is intensely  and
increasingly competitive and includes a large number of Internet  service
providers.   Competition has enhanced the consumer demand  for  the  most
technologically  advanced services, at the lowest  possible  price.   The
primary methods of competition with other Internet service providers  are
expected  to be features and product performance.  It is not possible  to
determine  the ultimate acceptance of the Curtis Mathes Xpressway  Online
Service;  however, the Company has positioned this subsidiary to  service
uniView  and non-uniView set top box users as well as PC users to  appeal
to the widest range of consumers.

Research and Development

     The Company views its ability to offer new, improved, and innovative
television technology and products as an important component in its  plan
for  future  growth.  The Company intends to take advantage of  licensing
opportunities, as well as pursue internal and external development of new
products  as  may  be  necessary  to meet  consumer  demand.   Management
believes  that adequate funds are available to cover anticipated  product
development and licensing opportunities during the coming year, which are
necessary for the Company to maintain an edge in the marketplace.
<PAGE>
Manufacturing

Curtis Mathes Marketing Corporation (CMMC)

     CMMC  will  utilize  various manufacturers located  in  America  and
abroad  to  produce  the  uniView  line  of  products  according  to  its
specifications.   This  subsidiary will not  be  involved  in  any  other
manufacturing activities.

Environmental

     The  Company believes that it is presently in substantial compliance
with  all  existing applicable environmental laws and does not anticipate
that  such  compliance will have a material effect on its future  capital
expenditures, earnings or competitive position.  CMMC currently  utilizes
other  equipment manufacturers to assemble its product according  to  its
specifications  for  high quality and its operations  therefore  have  no
environmental impact.  As CMX will not be involved in manufacturing,  its
operations will likewise have no environmental impact.

Prior Obligations Affecting Current Operations

     CMC's  Plan  of  Reorganization (the "Plan")  was  confirmed  as  of
October  1,  1992  and the obligations of the Plan were  assumed  by  the
Company  upon  acquisition  of CMC.  The Company  could  continue  to  be
affected  by the reorganization until September 30, 1998, when  the  Plan
will  terminate.  Until termination, or otherwise settled, 1/2% of  gross
sales  of  CMC, if any, must be paid monthly to a "Liquidating  Trustee,"
which  has  been  designated by the Bankruptcy Court to  administer  such
payments on behalf of unsecured creditors in the order of priority.

     In addition to this obligation to the Trustee, CMC remains obligated
to  service past outstanding product warranties.  Reserves have been  set
aside  to  cover these estimated product warranty costs and an additional
amount  is  accrued monthly to cover the estimated costs associated  with
ongoing  warranty  support  for  current  products  sold.   Many  of  the
warranties  on products sold in the past are expiring and  due  to  lower
product  sales  in  the  past few years, CMC's warranty  obligations  are
slowly  diminishing.  (See Item 3 beginning on page 9 of this Form  10-K;
and  Note  9  on  page F-24, and Note 14 on page F-34  of  the  Notes  to
Consolidated Financial Statements for further warranty information.)

Warranty

     At  June 30, 1997 financial reserves were approximately $544,000 for
CMC  warranty  claims anticipated during the remainder  of  the  warranty
obligation  period.   CMC  continues to  meet  its  warranty  obligations
through  an  outside  warranty  servicing company  which  specializes  in
warranty  service  and repair for consumer electronics.   By  contracting
these  services  to an outside servicer, CMC is able to more  efficiently
provide consistent high quality warranty support, and the Company is able
to  eliminate  the  direct overhead associated with the warranty  support
function.
<PAGE>
Marketing and Distribution

Curtis Mathes Marketing Corporation (CMMC)

     CMMC  markets  its uniView line of products and accessories  through
national and regional retail chains and outlets, giving consideration  to
any  retail outlet or store chain which can be expected to contribute  on
favorable  terms  to overall product sales.  CMMC has not  yet  sold  any
products  outside of the United States; however, the Company  anticipates
opportunities to expand its geographical sales area.

        CMMC  makes  available its RealView technology  to  manufacturers
interested  in  marketing  their products  to  sports  arenas,  stadiums,
shopping malls, airports and other large-scale commercial applications.

Trademarks

Curtis Mathes Corporation (CMC)

     The Company owns or holds rights to all trademarks that it considers
to  be  necessary in the conduct of its business, including  the  "Curtis
Mathes" name and logo, which is due for renewal in April, 2005.
     
     CMC  entered into a license agreement as of June 1, 1994 under which
Animated  Systems and Presentations, Inc. has the nonexclusive  right  to
use  the Curtis Mathes Trademark and Logo in connection with an LED  sign
system  marketed in the United States and Mexico, in return for a royalty
of  4% on the licensee's gross revenue, payable to CMC during the term of
the agreement. Management chose to enter into the agreement in connection
with  a  product (LED sign systems) outside of the Company's own  product
lines  as a means of increasing revenue.  The current term of the license
expires on June 30, 2001.

     CMC  also granted a license to CMMC as of April 17, 1996 to use  the
Curtis  Mathes  Trademark and Logo in connection with  its  marketing  of
uniView,  in  return for a royalty of 1.5% on the licensee's gross  sales
receipts,  payable  to  CMC during the term of the agreement.  Management
chose  to  enter  into the agreement in connection with  products  (units
containing  the  uniView  proprietary television technology)  outside  of
CMC's  traditional  product line as a means of increasing  revenue.   The
current term of the license expires on April 17, 2011.

Curtis Mathes Marketing Corporation (CMMC)

     The  Company has filed an "Intent to Use" with the U.S.  Patent  and
Trademark  Office  in connection with the trademark "uniView,"  which  it
plans to utilize in marketing the uniView product line.

     The  Company has also filed an "Intent to Use" with the U.S.  Patent
and  Trademark Office in connection with the trademark "RealView,"  which
it  plans  to  utilize in marketing its patented commercial large  screen
television technology.
     
     The  Company has also filed an "Intent to Use" with the U.S.  Patent
and Trademark Office in connection with the new "Curtis Mathes design and
logo"  which  it  plans to utilize in marketing the  uniView  and  future
product lines.
<PAGE>
Curtis Mathes Xpressway Corporation (CMX)
     
     The  Company has filed an "Intent to Use" with the U.S.  Patent  and
Trademark Office in connection with the "CM and design" and the trademark
"Curtis Mathes Xpressway & Design" which it plans to utilize in marketing
the Curtis Mathes Xpressway Online Service.

Seasonality

Curtis Mathes Marketing Corporation (CMMC)

     CMMC  expects the uniView product line to be subject to  seasonality
highlighted by an end of calendar year consumer buying season and an  end
of product year clearance season.

Curtis Mathes Xpressway Corporation (CMX)

     CMX  revenue  streams should not be subject to the same  seasonality
concerns  of  CMMC.  Due  to the nature of the  online  Internet  service
provided  by  CMX, there is no known seasonal time period  where  revenue
would be greater than another.

Customers

     All  revenues  for  1997  were a result  of   slow-moving  inventory
exchanged   for   television  advertising  on  a  major  cable   network.
Historically, no customer has accounted for 10% or more of the sales  for
the  Company in a given year.  The Company does not expect that sales  to
any one customer will be 10% or more in the future.
Employees

     As  of  June  30,  1997,  the Company, including  all  subsidiaries,
employed  31  persons.  The Company believes that its employee  relations
are good.
     
ITEM 2.   PROPERTIES

     As  of  June  30,  1997  the  Company, including  all  subsidiaries,
continued to operate from the following locations:
     
     Location      Purpose/Use             Owned/Leased   Square Footage

     Dallas, TX    Corporate Headquarters  Leased         74,882

     This location is equipped with material-handling equipment with  the
capability  of  receiving, storing and distributing large  quantities  of
consumer electronics products, parts and other product support material.

ITEM 3.   LEGAL PROCEEDINGS

     The  Company is routinely a party to ordinary litigation  incidental
to  its business, as well as to other litigation of a nonmaterial nature,
the  outcome of which management does not expect, individually or in  the
aggregate,  to have a material adverse effect on the financial  condition
or  results of operations of the Company in excess of the amount  accrued
at June 30, 1997.
<PAGE>
     The  Company's subsidiary, CMC, received notification on May 5, 1995
that  it  had been named as a Potentially Responsible Party by the  Texas
Natural  Resource Conservation Commission (TNRCC) under the  Texas  Solid
Waste  Disposal  Act  pertaining to a real  estate  site  owned  by  this
subsidiary  for  a  short period of time during  the  early  1980s.   The
Company responded to the TNRCC to the effect that any liability that  may
have arisen out of CMC's former ownership of the site was discharged upon
confirmation  of CMC's Chapter 11 Plan of Reorganization  on  October  1,
1992.    No   further  proceedings  have  occurred  since   the   initial
notification  by  TNRCC.   Management intends to vigorously  contest  any
environmental liability and believes that the outcome of this matter will
have no material adverse financial effect upon the Company.
     
     On  November  2,  1994, a class action suit was  filed  against  CMC
alleging  various  violations of the Minnesota consumer  protection  laws
arising  out  of certain rent-to-own transactions between certain  former
CMC  dealers  located  in  Minnesota and their  customers.  Damages  were
unspecified and management believes that CMC has no liability.   However,
as  with any litigation of this type and magnitude, defense costs and the
timing  and degree of potential liability are uncertain and there can  be
no  assurance that these proceedings will not have an adverse  impact  on
the  Company in the future.  The action is currently pending and set  for
trial during the Fall of 1997 in the United States District Court for the
District  of  Minnesota, Fourth Division, under Cause No.  Cv.  4-95-682,
styled Charlene Powell v. Curtis Mathes Corporation; 99 cent Video, Inc.,
d/b/a  Curtis  Mathes; CDM Enterprises, Inc., d/b/a  Curtis  Mathes  Home
Entertainment Center; and John Doe, corporations d/b/a Curtis Mathes.

     CMC is currently operating under a Chapter 11 Plan of Reorganization
(the  "Plan"),  which  could remain in effect until September  30,  1998,
unless  earlier settled.  In connection with its acquisition of CMC,  the
Company agreed to comply in all respects with the Plan.  Under the  Plan,
CMC  received  a  discharge of all pre-petition debts, except  for  those
specifically allowed under the Plan.  CMC is further required by the Plan
to  maintain  certain  cash  reserves to cover  its  outstanding  product
warranties, to make certain cash contributions proportional to its income
toward  the  payment  of  certain  classes  of  allowed  claims,  and  is
restricted  in  certain areas that relate to corporate structure  and  to
financial activities outside the ordinary course of business.

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

     No  matter  was submitted to a vote of security holders  during  the
fourth  quarter  of the fiscal year covered by this 10-K Report,  through
the solicitation of proxies or otherwise.

                            PART II

ITEM 5.   MARKET   FOR   THE  REGISTRANT'S  COMMON  EQUITY  AND   RELATED
          STOCKHOLDER  MATTERS

Market Information

     The  Company's Common Stock, $.01 par value (the "Common Stock")  is
traded  on  the NASDAQ SmallCap Market under ticker symbol  "CRTM."   The
quarterly high and low bid information for the Company's Common Stock for
each  quarter  in  the last two fiscal years are presented  below.   Such
<PAGE>
market  quotations  reflect interdealer prices, without  retail  mark-up,
mark-down,  or  commission,  and  may not  necessarily  represent  actual
transactions.

     Quarter Ending Date                High Bid            Low Bid
     Fiscal 1997

     June 30, 1997                      $ 1.81              $ 0.88
     March 31, 1997                     $ 2.00              $ 1.00
     December 31, 1996                  $ 1.88              $ 0.63
     September 30, 1996                 $ 2.53              $ 1.31

     Fiscal 1996

     June 30, 1996                      $ 4.13              $ 0.31
     March 31, 1996                     $ 0.56              $ 0.19
     December 31, 1995                  $ 0.97              $ 0.31
     September 30, 1995                 $ 1.13              $ 0.50

     As  of  August  29,  1997  there  were approximately  11,300  record
shareholders and 40,612,279 common shares outstanding.  The  Company  has
never paid cash dividends on common shares, and does not anticipate doing
so in the foreseeable future.
     
ITEM 6.   SELECTED FINANCIAL DATA

     All  financial data for the years referenced below were derived from
the  Consolidated Financial Statements of the Company for those years and
the  comparability  of  the  information  is  affected  by  acquisitions,
dispositions, and other transactions which are described in the footnotes
which accompany those Consolidated Financial Statements, and which should
be  read  in  conjunction with this five-year financial  summary.   Other
factors  which  may affect the comparability of the information  for  the
more recent fiscal years are discussed further in Item 7 below.
<TABLE>
<CAPTION>
                           Year Ended June 30,
                           1997             1996             1995             1994             1993
Consolidated Statement
of Operations Data
----------------------
<S>                        <C>              <C>              <C>              <C>              <C>
Net Sales or Operating
  Revenues(1)              $  2,503,512     $  7,656,836     $ 21,267,244     $ 14,730,847     $          -

Net Income (Loss)            (7,509,040)      (5,887,313)      (4,236,585)        (309,444)         109,211
Income (Loss)
  per Common Share(2)              (023)(3)        (0.35)(4)        (0.44)(5)        (0.05)(6)         0.01(7)
Income (Loss) from
  Continuing Operations(1)   (8,298,466)      (5,887,313)      (4,409,585)      (1,009,042)        (107,621)
Income (Loss) from
  Continuing Operations
  per  Common Share(1),(2)        (0.25)(3)        (0.35)(4)        (0.46)(5)        (0.14)(6)        (0.03)(7)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                           Year Ended June 30,
                           1997             1996             1995            1994            1993
Consolidated Balance Sheet Data
-------------------------------
<S>                        <C>              <C>              <C>             <C>             <C>
Total Assets               $ 15,474,753     $ 15,210,406     $ 14,088,400    $ 18,260,221    $  3,884,348

Long Term Debt                  961,030        1,450,435        3,282,706       2,204,611         453,145

Shareholders' Equity         12,300,635       11,723,532        2,920,780       4,217,485       1,511,814
</TABLE>
(1)  1994 adjusted based upon the disposition of SMI subsequent to fiscal
     year end.

(2)  Computed  based  upon the weighted average number of  common  shares
     outstanding during each fiscal year.

(3)  For  the  year  ended June 30, 1997, for purposes of computation  of
     earnings per share, net loss was increased for dividends in  arrears
     of  $27,223 ($0.00 per common share) and the computation  was  based
     upon  32,537,971 weighted average shares outstanding.

(4)  For  the  year  ended June 30, 1996, for purposes of computation  of
     earnings  per  share,  net loss was increased  for  preferred  stock
     dividends  in arrears of $26,081 ($0.002 per common share)  and  the
     computation  was  based  upon  17,432,013  weighted  average  shares
     outstanding.

(5)  For  the  year  ended June 30, 1995, for purposes of computation  of
     earnings  per  share,  net loss was increased  for  preferred  stock
     dividends  in  arrears of $78,188 ($0.01 per common share)  and  the
     computation  was  based  upon  9,416,503  weighted  average   shares
     outstanding.

(6)  For  the  year  ended June 30, 1994, for purposes of computation  of
     earnings  per  share,  net loss was increased  for  preferred  stock
     dividends  in arrears of $121,329 ($0.01 per common share)  and  the
     computation  was  based  upon  8,168,625  weighted  average   shares
     outstanding.

(7)  For  the  year  ended June 30, 1993, for purposes of computation  of
     earnings  per  share,  net income was reduced  for  preferred  stock
     dividends  in  arrears of $36,500 ($0.01 per common share)  and  the
     computation  was  based  upon  7,140,000  weighted  average   shares
     outstanding.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

     The  following  discussion provides information  to  assist  in  the
understanding  of  the  Company's  financial  condition  and  results  of
operations  and  should  be  read in conjunction  with  the  Consolidated
Financial Statements and related notes appearing elsewhere herein.
<PAGE>
                     Results of Operations

Revenues

     Sales for 1997 decreased to $2.50 million which represents a decline
of  $5.15  million  from  1996.  The decrease  occurred  as  the  Company
redirected  its  primary focus to the development of the uniView  product
line.   Unforeseen  delays  of  uniView's  introduction  contributed   to
diminished  sales for the year.  All sales for the year  ended  June  30,
1997  are  a result of finished goods inventory exchanged for advertising
from a major cable television network.

     Sales  for  1996  decreased to $7.66 million, a decrease  of  $13.61
million  from 1995.  Sales declined for CMC in direct proportion  to  the
decrease  of  available financing sources for CMC dealers.   Prices  were
reduced  on  certain product lines to stimulate sales.   In  some  cases,
prices  were  lowered to the original cost of the products  to  encourage
sale  of dated inventory and to reduce inventory carrying costs that  had
already significantly impacted related margins.

Gross Margin

     Gross margin, as a  percentage of sales for 1997, was a negative 4%,
compared to 10.3% in 1996.  During the current year, dated inventory  was
sold  at below original cost while costs of running nationwide points  of
presence  for  the  CMX  online service resulted in  additional  negative
costs.

     Gross margin as a percentage of sales, was 10.3% in 1996, down  from
17.9%  in  1995.  The primary reason for this decline in  margin  is  the
inventory  reduction sale of product near or at cost, in connection  with
the Deutsche Financial Services Corporation ("DFS") settlement agreement,
whereby  the  Company  elected to eliminate  certain  inventory  carrying
costs,  in  accordance  with its redefined strategic  focus,  by  selling
certain products at lower margins.
     
Operating Expenses

      Operating  expenses  for 1997 increased by  $2,500,000  from  1996.
Significant  components of this increase are $1,981,000  for  advertising
and  $517,000  for  research  and development.   Where  appropriate,  the
Company  has  elected  to  capitalize certain expenses  relating  to  the
uniView product line and CMX online service.

     Total  operating expenses for 1996 decreased by $801,000 from  1995.
The   significant   decrease  was  a  direct   result   of   management's
consolidation  of  all  operations  into  the  Dallas  facility.    Major
components  of the decrease are a savings of approximately  $600,000  for
payroll  and  related payroll expenses, and $50,000  for  rent  expenses,
which  decreased  as   lease obligations were fulfilled  for  the  Athens
location.   Warranty  costs  decreased  as  a  more  efficient  means  of
servicing  warranty  obligations  were  implemented  through  an  outside
servicer.  Reorganization costs decreased in direct correlation with  CMC
sales, as required under the CMC Plan of Reorganization.
<PAGE>
     The   Company  anticipates  that  in  1998,  selling,  general,  and
administrative  expenses will increase as it introduces the  new  uniView
product   line  to  the  marketplace.   Accordingly,  related   expenses,
including  personnel and marketing costs are expected to rise  in  direct
proportion to the introduction of this new product line.

Interest Expense

      Interest  expense  declined from $583,000  during  fiscal  1996  to
$86,000  during  fiscal 1997.  This decline resulted from  the  continued
decline   in  average  borrowings  outstanding.   The  Company  generated
interest  income  in  fiscal  years 1997  and  1996  from  invested  cash
balances.

      Interest  expense for fiscal 1996 decreased by $991,000 from  1995,
which was primarily attributable to the settlement of the Company's  line
of  credit  and  related  notes payable to DFS. Lower  average  inventory
levels during fiscal 1996 resulted in significant inventory carrying cost
savings, including interest expense.
                                    
                     Liquidity and Capital Resources

Cash Flows From Operations

     Cash used by operations for the fiscal years ended June 30, 1997 and
1996  were ($7,270,000) and ($1,920,000), respectively.  Major components
of  cash  flows  from  operations  for  1997  included:   $1,825,000  for
increases  in prepaid expenses related to parts inventory components  for
uniView production; $789,000 for recognition of gain on extinguishment of
debt (net of income taxes of $463,000); the increase in accounts payable,
accrued  liabilities,  and  other payables of  $1,439,000;  $691,000  for
depreciation  and  amortization; and the effects of a  ($7,509,000)  loss
from operations.

     Cash used by operations for the fiscal years ended June 30, 1996 and
1995  were  ($1,920,000)  and  ($5,858,000),  respectively.   Significant
components of cash flows from operations for 1996 included:  $990,000 for
decreases  in accounts receivable; $2,329,000 for decreases in inventory;
$536,000  for increase of provision for bad debts; $363,000 for decreases
of  current  liabilities; and $645,000 for depreciation and amortization;
coupled with the effects of a ($5,887,000) loss from operations.
     
Cash Flows From Investing Activities

      During  fiscal 1997, the Company purchased, for cash, approximately
$2,100,000  of property, plant and equipment as compared to approximately
$136,000 during fiscal 1996 and $300,000 during fiscal 1995.  The Company
also  paid  $3,650,000  in  cash  in 1997  for  development  of  software
pertaining  to the uniView/Xpressway product lines.  Further,  $1,114,000
was paid in cash for licensing of technologies pertaining to software for
the  uniView/Xpressway  product  lines.   The  level  of  future  capital
expenditures  is  expected  to exceed 1997 capital  expenditures  as  the
Company  seeks  to meet the demanding technological requirements  of  the
uniView/Xpressway lines.
<PAGE>     
Cash Flows from Financing Activities

      The  Company  generated  net  cash  from  financing  activities  of
$11,767,000  during  the fiscal year ended June  30,  1997.   Significant
components  included $8,296,000 received from issuances of preferred  and
common  stock;  $1,000,000  received from advances  under  the  Company's
borrowing   arrangement  that  was  later  converted  to  common   stock;
$1,173,000  paid  in  cash  for preferred stock  redeemed;  $643,000  for
payments on long term debt; and the receipt of $4,352,000 cash for common
stock issued in the prior year.

     The   Company  produced  net  cash  from  financing  activities   of
$6,119,000  during  the  fiscal year ended June  30,  1996.   Significant
components include $10,271,000 generated from issuances of preferred  and
common  stock;  $2,572,000  net payments  on  its  line  of  credit;  and
$1,235,000 payments of long term debt.

Other Matters

      During  1996, the Company settled its debt obligation to  DFS.   As
discussed  in  the 1996 Form 10-K, the Company did recognize  a  $789,000
deferred  gain  (net  of income taxes of $463,000) as  a  result  of  the
settlement  of  a  note  owed  to DFS.  This  item  is  disclosed  as  an
extraordinary  item on the financial statements for the year  ended  June
30, 1997.

      The  Company continues to be a party to financial instruments  with
certain  off-balance  sheet  risk.   These risks  have  been  limited  to
repurchase  obligations  for CMC dealers related  to  inventory  financed
under CMC's dealer floor-plan agreement with DFS.  This off-balance sheet
risk  at  June  30,  1997  was estimated to be $410,000  as  compared  to
$1,550,000 at June 30, 1996.  As dealers refinance their DFS obligations,
or pay down their debt, CMC's exposure decreases.

      During  the  fiscal years ended June 30, 1997, 1996, and  1995  the
Company   did   not  achieve  a  positive  cash  flow  from   operations.
Accordingly,  the Company relies on available borrowing arrangements  and
continued sale of its common and preferred stock to fund operations until
a  positive cash flow from operations can be achieved.  If the Company is
unable  to  achieve  a  positive cash flow  from  operations,  additional
financing   or  placements  will  be  required.   Management  continually
evaluates  opportunities  with  various  investors  to  raise  additional
capital,  without which, the Company's growth and profitability could  be
restricted.   Although  management  believes  that  sufficient  financing
resources  are  available, there can be no assurance that such  resources
will  continue  to  be  available to the Company or  that  they  will  be
available upon terms favorable to the Company.

Factors That May Affect Future Results

     The  Company  participates in a highly volatile  industry  which  is
characterized  by  rapidly changing customer demand patterns  and  fierce
industry-wide  competition  for  market share,  resulting  in  aggressive
pricing strategies.  In anticipation of continued growth and expansion of
its  market share, the Company has shifted its focus to the CMMC  uniView
product  line.   The  Company's  product  strategy  focuses  in  part  on
marketing  products  with  distinctive features  which  meet  and  exceed
evolving  industry performance standards, which meet and exceed  customer
quality  expectations, and which are affordable for  a  wide  variety  of
<PAGE>
purchasers.   Because of the pace of technological advances, the  Company
must  introduce on a timely basis new products that offer  customers  the
latest  competitive  and  innovative  technologies  while  managing   the
production  and  marketing  cycles of its  existing  products.   For  the
Company  to  attain  and maintain its anticipated market  share  for  its
products,   it   will  be  necessary  to  accurately  forecast   customer
requirements;  maintain short design cycles while meeting  and  exceeding
evolving  industry performance standards; efficiently manage its  product
transitions, inventory levels and manufacturing processes; and distribute
its  products quickly and efficiently in response to customer demand.   A
breakdown in any one of the foregoing areas could have an adverse  effect
upon the anticipated operating results of the Company.

Outlook:  Issues and Uncertainties

     The   Company  does  not  provide  forecasts  of  future   financial
performance.   While management is optimistic about long-term  prospects,
the   following  issues  and  uncertainties,  among  others,  should   be
considered in evaluating its growth outlook.

Customer Acceptance

     While the Company has performed extensive usability and beta testing
of   new  products,  user  acceptance  and  corporate  penetration  rates
ultimately dictate the success of development and marketing efforts.

Rapid Technological Changes

     The  consumer electronics and Internet access industry is undergoing
rapid  changes,  including  evolving  industry  standards,  frequent  new
product   introductions   and  changes  in  consumer   requirements   and
preferences.   The  introduction  of new technologies  and  products  can
render  the  Company's  existing  and  announced  products  obsolete   or
unmarketable.    The  development  cycle  for  products   utilizing   new
technology  may  be  significantly  longer  than  the  Company's  current
development  cycle for products on existing and proposed  technology  and
may  require  the Company to invest resources in products  that  may  not
become  profitable.  There can be no assurance that the  expected  demand
for  the Company's products will materialize or continue or that the  mix
of   the   Company's  future  product  offerings  will  keep  pace   with
technological  changes or satisfy evolving consumer preferences  or  that
the  Company  will  be  successful  in developing  and  marketing  future
products.   Failure  to  develop and introduce new products  and  product
enhancements in a timely fashion could have a material adverse effect  on
the Company's business, operating results and financial condition.

Long-term Research and Development Investment Cycle

     Software requires an investment in product development  which  often
involves a long payback cycle.  The Company plans to continue significant
investments  in  software research and development  and  related  product
opportunities.   Accordingly,  management  expects  total  spending   for
research and development in 1998 to increase over spending in 1997.
<PAGE>
Sales and Marketing and Support Investments

     The  Company  plans  for  1998  include significant  investments  of
capital  into  sales, marketing and support groups.  Management  believes
that  these investments will position product within the market place  in
the most favorable light.

Limited Protection of Intellectual Property and Proprietary Rights:  Risk
of Litigation

     The  Company  regards  its  television  Internet  access  technology
containing   software  related  components  as  proprietary  and   relies
primarily on a combination of trademark, copyright and trade secret laws,
employee  and third-party nondisclosure agreements, and other methods  to
protect  these proprietary rights.  As the number of television  Internet
access products in the industry increases and the functionality of  these
products overlap, infringement claims may also increase.  There can be no
assurance that third parties will not assert infringement claims  against
the Company in the future with respect to current or future products.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Consolidated  Financial Statements and related  Financial  Statement
Schedules are included at pages F-1 through F-40 in this Form 10-K.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

     During  the  Company's two most recent fiscal years, no  independent
accountant  engaged  as the principal accountant to audit  the  Company's
financial statements has resigned or was dismissed.

                            PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                     The Board of Directors

     The  following  sets  forth, with respect  to  each  member  of  the
Company's  Board of Directors as of June 30, 1997, his name, age,  period
served as director, present position, if any, with the Company and  other
business  experience.  All directors serve one-year terms between  annual
meetings of shareholders.

     Patrick  A. Custer, 48, is the Chairman of the Board, President  and
Chief  Executive Officer of the Company.  Mr. Custer served as a director
of  the  Company from 1984 to 1985, and from 1987 until the present.   He
served as President and Chief Executive Officer of the Company from  1984
to  1985  and  from September, 1992 until the present.  From  1986  until
1990,  Mr.  Custer  was  an international business  consultant  for  Park
Central Funding (Guernsey), Ltd.  From 1978 until 1982, Mr. Custer was  a
general securities principal and worked for a major brokerage firm  as  a
corporate finance specialist and was owner of his own brokerage firm.  He
was  responsible for structuring and funding IPO's, real  estate,  energy
companies,  and numerous high-tech start-up companies.  Mr. Custer  is  a
graduate  of  Texas  Tech  University in  Finance  and  Management,  with
additional  studies  in  Electrical Engineering  and  master  studies  in
Finance.
<PAGE>
     Edward  M.  Warren,  56, has been a director of  the  Company  since
September,  1992.  Since 1980, he has been the Registered  Principal  and
Branch  Manager for a major securities firm in Albany New  York.   He  is
also a Financial Consultant, having presented numerous financial seminars
over  the years throughout eastern New York and western New England.   He
is  a  co-founder  of  the  Coronado Group, which  provides  professional
services  to  the financial community,  such as the analysis of  economic
and  market  conditions,  review  of  financial  products,  exchange   of
marketing  ideas, and continuing evaluation and recommendation  of  asset
allocation  models.   Mr. Warren received his undergraduate  degree  from
Williams  College  and  holds  a  Master  of  Arts  degree  from  Harvard
University.

     Billy  J.  Robinson, 49, has been a director of  the  Company  since
March,  1994.  He has also served as Vice President/ General  Counsel  of
the  Company  since October, 1993, and as Secretary of the Company  since
June,  1994.   Mr.  Robinson has over eighteen  years  legal  experience,
representing banks and other financial institutions, with a concentration
in  commercial transactions and real estate.  Mr. Robinson is admitted to
practice  before  the  United States Supreme  Court,  the  United  States
District Court for the Northern District of Texas and the District of New
Mexico, and is licensed to practice before all state courts in Texas  and
New  Mexico.  Mr. Robinson is a certified Mediator in the State of  Texas
and  is  the author of the 1994-95 Real Estate Law Correspondence  Course
for the Texas Tech University Paralegal Certification Program.

     Bernard  S.  Appel,  65, has been a director of  the  Company  since
February,  1995.  He has enjoyed a career of 34 years with  Radio  Shack,
holding every key merchandising and marketing position, culminating  with
his  promotion to president in 1984.  In 1992 he was promoted to Chairman
of  Radio  Shack  and Senior Vice President of Tandy Corporation.   Since
August, 1993, Mr. Appel has operated the private consulting firm of Appel
Associates,  focusing  upon  consumer  electronics  product  development,
marketing and distribution.  He is a director of IRG Technologies,  Inc.,
a company with a class of securities registered pursuant to section 12 of
the Exchange Act of 1934.

                       Executive Officers

     The following sets forth, with respect to each executive officer  of
the  Company  not heretofore named, as of June 30, 1997, his  name,  age,
present position and offices held with the Company, period of service  in
such capacity, and other business experience.

     F.  Shelton  Richardson,  Jr., 38, has been  Vice  President/  Chief
Financial  Officer  of the Company since February,  1995.   He  has  been
strategically  involved  in  the restructuring  of  the  Company  from  a
commodity   manufacturer   of   consumer  electronics   products   to   a
technologically   advanced  mainstream  developer  of   Internet   access
products.   In  addition,  Mr. Richardson has been  instrumental  in  the
design,  development and implementation of Curtis Mathes  Xpressway,  the
Company's  largest  potential revenue source.   From  February,  1990  to
February,  1995  he was Chief Financial Officer of Captivision,  Inc.,  a
consulting   firm  specializing  in  electronics  and  telecommunications
ventures.  From January, 1987 to February, 1990 he was the Controller for
the law firm of Ryan & Smith.  Mr. Richardson holds a Bachelor of Science
degree  in Accounting and Taxation from the University of Houston  and  a
Master of Business Administration from Houston Baptist University.
<PAGE>
     Thomas  W. (Bill) Park, 61, has been Vice President/ Chief Operating
Officer  of  subsidiary Curtis Mathes Corporation (CMC) since October  3,
1994;  has  been  Vice President/ Chief Operating Officer  of  subsidiary
Curtis  Mathes Marketing Corporation (CMMC) since July 1, 1995;  and  has
been  Vice President/ Chief Operating Officer of subsidiary Curtis Mathes
Xpressway  Corporation  (CMX)  since  January  10,  1997.   Mr.  Park  is
responsible for the initial development of product and all phases through
the  manufacturing  process for the new uniView line  of  products.   The
securing of strategic technological partners is also an important area of
his  responsibility.  He enjoyed a career of 29 years  with  CMC,  before
leaving  in  August,  1993 for a position as Vice  President  of  Benelec
Corporation,  an  international trading company dealing  in  electronics,
medical supplies, and other products.  From August, 1993 until his return
to  the  company  in 1994, Mr. Park continued to make his  knowledge  and
experience available to CMC as a consultant.  During his career with CMC,
he  served in various positions with the company, beginning as an  Office
Manager/  Cost  Accountant  in  1964 and culminating  as  Executive  Vice
President in 1985, in which capacity he served until 1993.  Mr. Park  has
traveled  extensively and maintains valuable business contacts in  Europe
and  Asia.   He  holds  a Bachelor of Business Administration  degree  in
Finance from the University of Texas.
     
     Thomas  P.  O'Mara, 37, joined the Company in August, 1996,  and  in
April,  1997  was  promoted to Vice President/  Sales  and  Marketing  of
subsidiaries Curtis Mathes Marketing Corporation (CMMC) and Curtis Mathes
Xpressway  Corporation (CMX), bringing with him more  than  14  years  of
experience  in  the  consumer  electronics  industry.   Mr.   O'Mara   is
responsible  for  management of the Company's domestic and  international
sales force.  He also oversees all marketing and advertising strategy for
all  of  the Company's products, including uniView and the Curtis  Mathes
Xpressway.   In  addition, Mr. O'Mara has applied  his  broad  technology
expertise in the actual development, design and execution of uniView  and
the  Curtis Mathes Xpressway.  He also supervises corporate marketing and
communications,   channel  partner  programs,  and   strategic   alliance
programs.   Prior  to joining the Company, O'Mara was  a  regional  sales
manager for the car electronics division of Pioneer Electronics.   During
his  13-year tenure with Pioneer, he was directly involved in  sales  and
marketing  aspects  for  the  majority  of  all  of  Pioneer's   consumer
electronics  products.   Mr.  O'Mara  received  a  bachelor  of  business
administration    degree   in   accounting   from   LaSalle    University
(Philadelphia, Pa.).

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section  16(a)  of  the  1934 Act ("Section  16(a)"),  requires  the
Company's directors, executive officers and persons who beneficially  own
more  than  10% of a registered class of the Company's equity  securities
("10%  Owners") to file reports of beneficial ownership of the  Company's
securities  and changes in such beneficial ownership with the  Securities
and  Exchange  Commission ("Commission").  Directors, executive  officers
and  10%  Owners are also required by rules promulgated by the Commission
to  furnish  the Company with copies of all forms they file  pursuant  to
Section 16(a).

     Based solely upon a review of the copies of the forms filed pursuant
to  Section  16(a)  furnished to the Company, or written  representations
that  no year-end Form 5 filings were required for transactions occurring
during  fiscal year ended June 30, 1997, the Company believes that during
<PAGE>
the   fiscal  year  ended  June  30,  1997,  all  Section  16(a)   filing
requirements  applicable  to its directors, executive  officers  and  10%
Owners were complied with.

ITEM 11.  EXECUTIVE COMPENSATION

                   Summary Compensation Table

     The  following table summarizes the compensation paid over the  last
three completed fiscal years to the Company's Chief Executive Officer and
any  other executive officer of the Company who received compensation  of
$100,000 or more during the fiscal year ended June 30, 1997.
<TABLE>
<CAPTION>
                                                               Long Term Compensation           
                           Annual Compensation                 Awards                       Payouts

(a)               (b)      (c)       (d)      (e)              (f)          (g)             (h)      (i)
                                                                                                     
                                                                                                     All
                                                                                                     Other
Name and          Year                        Other            Restricted   Securities      LTIP     Compen-
Principal         Ended                       Annual           Stock        Underlying      Payouts  sation
Position          Jun. 30  Salary($) Bonus($) Compensation($)  Award(s)($)  Options/SARs(#)  ($)      ($)       
<S>               <C>      <C>       <C>      <C>              <C>          <C>             <C>      <C>
Patrick A. Custer 1997     151,310   11,200   12,000             -0-        400,000          -0-      -0-
  Chairman of the 1996     102,692    -0-     12,000           59,750         -0-            -0-      -0-
  Board and CEO   1995     121,458    -0-     12,308             -0-          -0-            -0-      -0-

Billy J. Robinson 1997     110,481   11,200   27,500           43,625       150,000          -0-      -0-
  Vice President, 1996      72,981    -0-     27,500           79,475         -0-            -0-      -0-
  General Counsel 1995      83,937    -0-     32,776           43,625         -0-            -0-      -0-
</TABLE>
<TABLE>
<CAPTION>
                  Option/SAR Grants in Last Fiscal Year
      The following table shows all individual grants of stock options to
the named executive officers during the fiscal year ended June 30, 1997.
                                                                               Grant Date
                   Individual Grants                                           Value
                   -------------------------------------------------------     ----------
(a)                (b)         (c)          (d)                 (e)            (f)

                   Number of   % of Total
                   Securities  Options/
                   Underlying  SARs         
Name and           Options/    Granted to   Exercise  Market                   Grant
Principal          SARs        Employees    or Base   Price on                 Date
Position           Granted     in Fiscal    Price     the Date  Expiration     Present
                   (#)(1)(2)   Year(2)      ($/Sh)    of Grant  Date           Value(3)
<S>                <C>         <C>          <C>       <C>       <C>            <C>
Patrick A. Custer
Chairman of the
Board and CEO      400,000     40%          $0.94     $1.34     April 6, 2002  $231,960
Billy J. Robinson
Vice President
and General
Counsel            150,000     15%          $0.94     $1.34     April 6, 2002  $ 92,420
</TABLE>
<PAGE>
(1)  Options have a five-year life, vest in increments over two and  one-
     half  years  and are priced at seventy (70%) percent of the  average
     trading  price of the Common Stock, as reported by NASDAQ,  for  the
     five (5) trading days immediately preceding the date of grant.

(2)  The Company has not made any grants of SARs.

(3)  The  options were valued as of April 7, 1997 using the  SFAS  123  -
     Black Scholes Option Pricing Model, assuming expected volatility  of
     60%,  a 6% risk-free rate of return, 0% dividend yield, and time  of
     exercise  of 4.75 years.  (Please refer to Note 11 on page  F-30  of
     the Notes to Consolidated Financial Statements in this Form 10-K for
     further information concerning pricing of options.)

           Aggregated Option/SAR Exercises in Last Fiscal Year
                  and Fiscal Year-End Option/SAR Values
                                    
      The following table shows aggregate exercises of options (or tandem
stock  appreciation  rights) and freestanding stock  appreciation  rights
during the fiscal year ended June 30, 1997 by each of the named executive
officers.

(a)                (b)          (c)       (d)                 (e)

                                          Number of
                                          Securities          Value of
                                          Underlying          Unexercised
                                          Unexercised         In-the-Money
                                          Options/SARs at     Options/SARs at
                                          FY-End (#)(2)       FY-End ($)(2)(3)
Name and           Shares       Value 
Principal          Acquired     Realized  Exercisable (E)/    Exercisable/
Position           on Exercise  ($)(1)    Unexercisable (U)   Unexercisable
--------           -----------  ------    -----------------   -------------
Patrick A. Custer
Chairman  of the   50,000       7,000      50,000 (E)         --
Board and CEO                             300,000 (U)         --

Billy J. Robinson
Vice President                              
and General                                 37,500 (E)        --
Counsel            --           --         112,500 (U)        --

(1)  Amount  shown  is  based upon the average of  the  closing  bid  and
     closing asked price per share of the Company's Common Stock  on  the
     Nasdaq SmallCap Market on the date of exercise, June 13, 1997, which
     was $1.08.

(2)  The Company has not made any grants of SARs.

(3)  On  June 30, 1997 the options were not considered "in-the-money," as
     the  fair  market value of the underlying securities  on  that  date
     ($0.89) did not exceed the exercise price of the options.
<PAGE>
                   Compensation of Directors

     None  of the inside directors are paid compensation as such,  except
for  services performed in another capacity, such as an executive officer
of  the Company.  The outside directors of the Company are paid $500  per
meeting,  plus  their expenses for attending Board of Director  meetings.
The  Company additionally granted each of the two outside directors stock
options  to  purchase 75,000 shares of Common Stock of the Company.   The
options have a five-year life, vest in increments over two years and  are
priced  at  seventy  (70%) percent of the average trading  price  of  the
Common  Stock,  as  reported by NASDAQ, for the  five  (5)  trading  days
immediately  preceding  the date of grant.  The  exercise  price  of  the
options  is $0.94 per share and the market price of the Common  Stock  on
the date of grant, April 7, 1997, was $1.34 per share.

Employment Contracts and Termination and Change-in-Control Arrangements
     
     In  April  1997 the Company entered into employment agreements  with
named executive officers Messrs. Custer and Robinson for approximately  a
three-year term with the Company. The terms of both employment agreements
include  an  agreed annual salary, employee benefits, nonstatutory  stock
options,  portions  of  which  vest at certain  times  depending  on  the
employee's  continued tenure with the Company, and provisions  concerning
termination of employment upon sale or change in control of the Company.

  Compensation Committee Interlocks and Insider Participation

     Mr.  Custer,  Mr.  Robinson,  and  Mr.  Richardson  participated  in
advising  the Company's Board of Directors concerning certain aspects  of
executive  officer  compensation during the last completed  fiscal  year.
Mr.  Custer  is  Chairman  of the Board, President  and  Chief  Executive
Officer  of  the  Company;  Mr. Robinson is  Vice  President,  Secretary,
General  Counsel, and a Director; and Mr. Richardson is  Vice  President,
Chief Financial Officer.

      Board of Directors Report on Executive Compensation

Executive Compensation

     The Company has structured its executive compensation program within
the  financial  framework of the Company with a goal  of  attracting  and
retaining  high-quality  executive  talent.  The  executive  compensation
program  consists  generally of base salary and  employee  benefits.  The
Company  reviews its compensation programs periodically and compares  its
pay  practices  with other similar companies and with  companies  staffed
with  similarly-skilled executives. During the first  fiscal  quarter  of
each year, the Company reviews salary increases for the current year and,
considering  the  Company's  financial  performance  and  each  executive
officer's  perceived contribution to that performance, salaries  are  set
accordingly.

Chief Executive Officer

     For  the year ended June 30, 1997, Mr. Custer received $174,510  and
nonstatutory  employee stock options, the vested  portion  of  which  was
valued  at  $47,119,  for his services as President and  Chief  Executive
Officer  of  the Company.  The factors the Company considered in  setting
his  compensation  include Mr. Custer's leadership in  restructuring  the
<PAGE>
Company,   his   contribution  to  the  strategic  focus  and   financial
positioning  of  the  Company,  and  included  a  consideration  of   his
responsibilities, experience, and skills.
     
     Patrick A. Custer (Chairman)            Edward M. Warren
     Bernard S. Appel                        Billy J. Robinson
     F. Shelton Richardson, Jr.

      The  foregoing report is not incorporated by reference in any prior
or  future  filings of the Company under the Securities Act of  1933,  as
amended  (the "1933 Act"), or under the Securities Exchange Act of  1934,
as amended (the "1934 Act"), unless the Company specifically incorporates
the  report  by  reference and the report shall not otherwise  be  deemed
filed under such Acts.
                            Performance Graph

     The  following  graph  compares total  stockholder  returns  of  the
Company since December 31, 1992 to two indices:  a Composite Market Index
which  includes the NASDAQ Market (the "Broad Market") and the  companies
classified  under  S.I.C. code 3651 for consumer  electronics  (Household
Audio and Video Equipment) (the "Industry Index").  The total return  for
the  Company's  stock  and  for each index assumes  the  reinvestment  of
dividends,  although dividends have never been declared on the  Company's
stock.  The Broad Market tracks the aggregate price performance of equity
securities  of  all companies traded on the various exchanges,  including
the  NASDAQ  Market.   The  Industry Index  tracks  the  aggregate  price
performance  of  equity  securities of companies traded  on  the  various
exchanges,  including the NASDAQ Market, which are grouped  under  S.I.C.
code 3651 for consumer electronics (Household Audio and Video Equipment.)

     The  graph  should  be viewed in the context of the  disposition  of
Southwest Memory, Inc. by the Company during fiscal year ended  June  30,
1995,  the  reduction in the commodity business operations of the  Curtis
Mathes Corporation subsidiary during fiscal year ended June 30, 1996, and
the  introduction during fiscal year ended June 30, 1997 of the Company's
technologically  advanced  Internet access products,  the  Curtis  Mathes
uniViewT  and the Curtis Mathes XpresswayT Internet Service Provider  and
Online  Service.   Accordingly, the indications  of  the  graph  may  not
necessarily indicate future performance of the Company.

          1/1/93   6/30/93  6/30/94   6/30/95  6/30/96   6/30/97
                                                         
Curtis    100.00    200.00   576.00    138.00   276.00    182.00
Mathes
                                                         
SIC Code  100.00    120.64   179.75    148.15   182.14    213.06
                                                         
NASDAQ    100.00    111.94   122.75    143.96   181.22    218.30
Market

For  a meaningful comparison of the Company's stock performance with that
of  similar companies, December 31, 1992 was chosen as the beginning date
for the comparison.  Characterization of the primary business activity of
the  Company  as  consumer  electronics began  with  the  acquisition  of
Southwest  Memory, Inc. in December, 1992. Before then, the  Company  was
essentially dormant and comparison of the performance of its stock before
that date would have limited application.
<PAGE>
     The  foregoing  graph  is not incorporated in any  prior  or  future
filings  of  the Company under the 1933 Act or the 1934 Act,  unless  the
Company  specifically incorporates the graph by reference, and the  graph
shall not otherwise be deemed filed under such Acts.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following table sets forth certain information as of August 29,
1997  with  respect to the beneficial ownership of Common  Stock  by  (i)
persons known to the Company to be the beneficial owners of more than  5%
of  the  outstanding shares of Common Stock, (ii) all  directors  of  the
Company,  (iii)  each  of the executive officers  named  in  the  Summary
Compensation  Table  (appearing in Item 11) and (iv)  all  directors  and
executive  officers  of  the Company and significant  subsidiaries  as  a
group.

     The  number  of  shares of Common Stock beneficially owned  by  each
individual  set  forth  below  is  determined  under  the  rules  of  the
Commission   and  the  information  is  not  necessarily  indicative   of
beneficial ownership for any other purpose.  Under such rules, beneficial
ownership  includes  any  shares as to which an individual  has  sole  or
shared  voting  power  or  investment  power  and  any  shares  which  an
individual presently, or within 60 days of September 28, 1996  (the  date
on  which  this Form 10-K is due at the Commission, the "Due Date"),  has
the  right to acquire through the exercise of any stock option  or  other
right.   Unless otherwise indicated, each individual has sole voting  and
investment power (or shares such powers with his spouse) with respect  to
the  shares  of  Common  Stock set forth in  the  following  table.   The
information  is  based upon corporate records, information  furnished  by
each  shareholder,  or  information contained in filings  made  with  the
Securities and Exchange Commission.
     
                                   Number of Shares
     Name and Address              Amount and Nature             Percent
     of Beneficial Owner           of Beneficial Ownership       of Class

5% Beneficial Owners

     Patrick A. Custer             2,498,615(1)                  6.13%
     P. O. Box 802808
     Dallas, Texas 75380-2808

     D. Ronald Allen               2,010,165(2)                  4.75%
     10911 Petal Street, Suite 105
     Dallas, TX  75238

     Custer Company, Inc.          2,026,515(3)                  4.98%
     P.O. Box 802808
     Dallas, TX  75380-2808

     Geninvest, S.A.               3,627,333(4)                  8.20%
     c/o Lewis D. Rowe, Director
     P.O. Box 1561
     Zephyr House, Mary Street,
     Grand Cayman, British West Indies
<PAGE>
Directors

     Patrick A. Custer             2,498,615(1)                  6.13%
     Edward M. Warren                227,500(5)                  0.56%
     Billy J. Robinson               102,500(6)                  0.25%
     Bernard S. Appel                 75,000(7)                  0.18%

Executive Officers

     Patrick A. Custer             2,498,615(1)                  6.13%
     Billy J. Robinson               102,500(6)                  0.25%

All Directors and Executive
     Officers as a Group           3,075,715(8)                  7.50%

(1)  Includes 175,000 shares owned outright by Mr. Custer; 50,000  shares
     issuable to Mr. Custer upon exercise of vested nonstatutory Employee
     Stock  Options;  1,906,515 shares held of record by Custer  Company,
     Inc.,  a  family  trust,  over  which Mr.  Custer  exercises  voting
     control;  120,000  shares  issuable to  Custer  Company,  Inc.  upon
     exercise of warrants; 237,500 shares owned by his wife; 9,400 shares
     held  by  his  wife for the benefit of his minor daughter;  and  100
     shares each owned by his two sons.

(2)  Includes  120,000  shares owned by Winterstone  Management  Company,
     which is controlled by Mr. Allen; 149,365 shares owned outright, and
     805,600 shares issuable upon exercise of warrants held by Associates
     Funding  Group, Inc., which is controlled by Mr. Allen; and  935,200
     shares  issuable upon exercise of warrants held by QAG, Inc.,  which
     is controlled by Mr. Allen.

(3)  Includes 120,000 shares issuable upon exercise of warrants.

(4)  Issuable upon exercise of warrants.

(5)  Includes  202,500 shares owned outright, and 25,000 shares  issuable
     to Mr. Warren upon exercise of stock options.

(6)  Includes 65,000 shares owned outright, and 37,500 shares issuable to
     Mr.  Robinson  upon exercise of vested nonstatutory  Employee  Stock
     Options.  Shares are held in escrow to be earned over four year term
     of employment, but over which Mr. Robinson has voting rights.

(7)  Includes 50,000 shares owned outright, and 25,000 shares issuable to
     Mr. Appel upon exercise of stock options.

(8)  Includes 2,903,615 shares beneficially owned by all directors.  Also
     includes 15,000 shares owned outright, and 57,500 shares issuable to
     Mr.  Richardson upon exercise of vested nonstatutory Employee  Stock
     Options.   Also  includes 10,000 shares owned outright,  and  51,100
     shares  issuable  to  Mr. Park upon exercise of vested  nonstatutory
     Employee  Stock Options.  Also includes 1,000 shares owned outright,
     and  37,500  shares issuable to Mr. O'Mara upon exercise  of  vested
     nonstatutory Employee Stock Options.
<PAGE>
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During  fiscal year ended June 30, 1997, the Company engaged in  the
transactions  described below with various entities affiliated  with  the
Company.   Management  believes these transactions contain  substantially
competitive terms as those available from unaffiliated sources.

               Transactions with Related Parties

D. Ronald Allen/Associates Funding Group, Inc.

     D.  Ronald Allen, CPA, a consultant for the Company and currently  a
4.75%  beneficial owner of the Company, became affiliated  in  late  1992
when he assisted the Company in acquiring Southwest Memory, Inc. ("SMI").
Mr.  Allen  is President of Winterstone Management Company,  which  is  a
family  owned  corporation and record holder of  120,000  shares  of  the
Company's  Common Stock.  Mr. Allen also owns Associates  Funding  Group,
Inc. ("AFG"), which is record holder of 149,365 common shares and 805,600
common  shares  issuable upon exercise of warrants of the  Company.   Mr.
Allen  is also President of QAG, Inc. ("QAG"), which holds 935,200 common
shares issuable upon exercise of warrants of the Company.  Mr. Allen  has
from  time  to  time  assisted  the Company in  structuring  transactions
between the Company and entities with which he is associated as principal
or agent, which transactions are described as follows:

     (a)   In  July  1996 the Company redeemed for cash from AFG  117,305
shares  of  Series  G Preferred Stock of the Company for  face  value  of
$1,173,050,  plus  accrued dividends on outstanding  Series  G  Preferred
Stock of $27,446
     
     (b)   In  January  1997 the Company and a limited partnership,  CMLP
Group,  Ltd., of which AFG is the General Partner, entered into  a  Joint
Venture  Agreement relating to the acquisition and development of certain
real  estate as the future site of the Company's corporate offices.   The
initial capital of the joint venture consisted of $276,285.27 contributed
by  CMLP Group, Ltd. and $354,000 contributed by the Company.  No further
action  has  been  taken  in furtherance of this  project.   The  Company
expects  to  pursue completion of this project according  to  the  future
needs  and financial resources of the Company.  In addition to AFG, other
members  of  CMLP  Group,  Ltd. include Custer Company,  Inc.,  Billy  J.
Robinson,  F.  Shelton Richardson, Jr., Neal J. Katz,  Thomas  W.  (Bill)
Park, and Thomas P. O'Mara.
                                 PART IV

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

  (a)(1)  Financial Statements

          Reference is made to page F-1 of this Form 10-K for an index of
          all financial statements filed as part of this report.

     (2)  Financial Statement Schedules

          Reference is made to page F-1 of this Form 10-K for an index of
          all financial statement schedules filed as part of this report.
          All other schedules are omitted because they are not applicable
          or  not  required,  or  because  the  required  information  is
          included in the financial statements or notes thereto.
<PAGE>
     (3)  Exhibits

          Reference is made to the Exhibit Index beginning on page 69  of
          this  Form  10-K  for  a list of all exhibits  filed  with  and
          incorporated by reference in this report.
          
     (b)  Reports on Form 8-K

          During  the three months ended June 30, 1997 the Company  filed
          four Current Reports on Form 8-K, one dated April 23, 1997, one
          dated  May 1, 1997, one dated May 14, 1997, and one dated  June
          23, 1997, all reporting Sales of Equity Securities Pursuant  to
          the exemption from registration afforded by Regulation S.

      "SAFE  HARBOR"  STATEMENT UNDER THE PRIVATE  SECURITIES  LITIGATION
REFORM  ACT  OF 1995.  With the exception of historical information,  the
matters  discussed or incorporated by reference in this Annual Report  on
Form   10-K  are  forward-looking  statements  that  involve  risks   and
uncertainties including, but not limited to, economic conditions, product
demand   and   industry  capacity,  competitive  products  and   pricing,
manufacturing efficiencies, new product development, ability  to  enforce
intellectual  property rights, and other risks indicated in filings  with
the Securities and Exchange Commission.
          
                           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.

                              CURTIS MATHES HOLDING CORPORATION

                              By:  /s/    PAT CUSTER
                                        Patrick A. Custer
                                   President and Chief Executive Officer
September 4, 1997

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

     Principal Executive Officer

/s/ PAT CUSTER           Chairman of the Board,           September 4, 1997
     Patrick A. Custer   President, Chief Executive
                         Officer and Director

     Principal Financial and Accounting Officer

/s/ F. SHELTON RICHARDSON, JR.    Vice  President,        September 4, 1997
     F. Shelton Richardson, Jr.   Chief Financial Officer

     Additional Directors
/s/ BILLY J. ROBINSON      Vice  President, Secretary,    September 4, 1997
     Billy J. Robinson     General Counsel and Director
/s/ EDWARD M. WARREN       Director                       September 4, 1997
     Edward M. Warren
/s/ BERNARD S. APPEL       Director                       September 4, 1997
     Bernard S. Appel
<PAGE>
             CONSOLIDATED FINANCIAL STATEMENTS AND
       REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

               CURTIS MATHES HOLDING CORPORATION
                        AND SUBSIDIARIES

                     JUNE 30, 1997 AND 1996

               CURTIS MATHES HOLDING CORPORATION
                        AND SUBSIDIARIES

           Index to Consolidated Financial Statements

                                                                    Page

Report of Independent Certified Public Accountants                   F-3

Financial Statements

  Consolidated Balance Sheets for years ended
      June 30, 1997 and 1996                                         F-4

  Consolidated Statements of Operations for years ended
      June 30, 1997, 1996 and 1995                                   F-7

  Consolidated Statement of Changes in Stockholders' Equity
      for years ended June 30, 1997, 1996 and 1995                   F-8

  Consolidated Statements of Cash Flows for years ended
      June 30, 1997, 1996 and 1995                                  F-12

  Notes to Consolidated Financial Statements                        F-15

Financial Statement Schedule

  Schedule II - Valuation and Qualifying Accounts                   F-40

  All other schedules are omitted because they are not applicable or not
  required,  or  because  the required information  is  included  in the
  financial  statements or notes thereto.
<PAGE>
          REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Curtis Mathes Holding Corporation

We  have  audited  the consolidated balance sheets  of  Curtis  Mathes
Holding Corporation and Subsidiaries as of June 30, 1997 and 1996, and
the   related  consolidated  statements  of  operations,  changes   in
stockholders' equity and cash flows for each of the years in the three
year  period  ended  June  30,  1997.   These  consolidated  financial
statements  are  the responsibility of the Company's management.   Our
responsibility  is  to  express  an  opinion  on  these   consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.   Those  standards require that we  plan  and  perform  the
audits  to  obtain  reasonable assurance about whether  the  financial
statements  are  free  of material misstatement.   An  audit  includes
examining,  on  a  test  basis, evidence supporting  the  amounts  and
disclosures  in  the  financial statements.  An  audit  also  includes
assessing  the  accounting principles used and  significant  estimates
made  by  management,  as  well as evaluating  the  overall  financial
statement  presentation.   We  believe  that  our  audits  provide   a
reasonable basis for our opinion.

In  our  opinion,  the consolidated financial statements  referred  to
above present fairly, in all material respects, the financial position
of  Curtis Mathes Holding Corporation and Subsidiaries as of June  30,
1997  and  1996,  and the results of their operations and  their  cash
flows  for each of the years in the three year period ended  June  30,
1997, in conformity with generally accepted accounting principles.

                                       KING GRIFFIN & ADAMSON P.C.

Dallas, Texas
August 6, 1997
<PAGE>
            CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                            June 30, 1997 and 1996

                                     ASSETS

                                                           1997          1996
                                                   ------------  ------------
CURRENT ASSETS                          
       Cash and cash equivalents                   $    800,346  $  4,150,481
       Marketable securities                            282,142             -
       Subscriptions receivable                               -     4,351,500
       Accounts receivable
          Trade                                               -         8,445
          Due from related parties                       20,000        40,000
       Note receivable, net of allowance
          of $375,000 in 1997                            35,237       354,807
       Inventory                                         79,701       646,929
       Current portion of restricted cash                     -        47,423
       Prepaid expenses                               1,918,998        93,916
                                                   ------------  ------------
       Total current assets                           3,136,424     9,693,501
                                                   ------------  ------------
PROPERTY AND EQUIPMENT, net                           2,319,012       656,102
                                                   ------------  ------------
OTHER ASSETS
      Investment in joint venture                       354,000             -
      Notes receivable, less current portion            291,521             -
      Software development                            4,149,748       491,667
      Licenses                                        1,100,117             -
      Trademark, net of accumulated
         amortization of $822,693
         and $577,389                                 4,093,061     4,338,366
      Other                                              30,870        30,770
                                                   ------------  ------------
      Total other assets                             10,019,317     4,860,803
                                                   ------------  ------------
TOTAL ASSETS                                       $ 15,474,753  $ 15,210,406

                              -Continued-
See accompanying notes to consolidated financial statements.
<PAGE>
           CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
                CONSOLIDATED BALANCE SHEETS - Continued
                        June 30, 1997 and 1996
                                   
                 LIABILITIES AND STOCKHOLDERS' EQUITY

                                                           1997          1996
                                                   ------------  ------------
CURRENT LIABILITIES
      Trade accounts payable                       $    355,894  $    134,522
      Accrued and other current liabilities           1,197,194       649,456
      License fees payable                              660,000             -
      Current maturities of long-term debt,
         including $34,000 due to related
         parties in 1997                                301,810       807,847
      Current maturities of obligations
         under capital leases                            38,296       109,487
      Deferred gain                                           -     1,252,461
                                                   ------------  ------------
      Total current liabilities                       2,553,194     2,953,773
                                                   ------------  ------------
LONG TERM DEBT, less current maturities                 171,469       186,310
OBLIGATIONS UNDER CAPITAL LEASES,
    less current maturities                              14,262        88,876
WARRANTY PROVISION                                      435,193       257,915
                                                   ------------  ------------
      Total liabilities                               3,174,118     3,486,874
                                                   ------------  ------------
COMMITMENTS AND CONTINGENCIES (Notes 2,8,9,11,
    13,14,15,17 and 19)

STOCKHOLDERS' EQUITY
      Preferred stock, cumulative, $1.00 par value;
        1,000,000 shares authorized:
          Series A, 140,000 shares (liquidation
            preference of $140,000)                $    140,000  $    140,000
          Series G, 117,305 shares in 1996                    -       117,305
          Series H, 3 and 55 shares in 1996
            (liquidation preference of $75,000 in 1997)       3            55
          Series I, 5,385 shares in 1996                      -         5,385
          Series K, 9 shares in 1997 (liquidation
            preference of $1,035,000)                         9             -
          Series L, 1,275 shares in 1997 (liquidation
            preference of $1,275,000)                     1,275             -
      Common stock, $.01 par value; 80,000,000 and
        40,000,000 shares authorized and 36,709,186
        and 24,311,188 issued and outstanding at
        June 30, 1997 and 1996, respectively            367,092       243,112
        Additional paid-in-capital                   30,317,592    22,193,525
        Accumulated deficit, since July 1, 1993 quasi
          reorganization in which an accumulated 
          deficit of $4,140,595 was eliminated      (18,525,336)  (10,975,850)
                                                   ------------- -------------
   Total Stockholders' Equity                        12,300,635    11,723,532
                                                   ------------- -------------
TOTAL LIABILITIES AND EQUITY                       $ 15,474,753  $ 15,210,406
                                                   ============= =============

See accompanying notes to consolidated financial statements.
<PAGE>
               CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    Years ended June 30, 1997, 1996 and 1995

                                        1997             1996            1995
                                -------------    -------------   -------------
REVENUES:
   Net sales                    $  2,503,512     $  7,656,836    $ 21,267,244
   Royalty income                          -                -         300,000
                                -------------    -------------   -------------
     Total Revenue                 2,503,512        7,656,836      21,567,244

COST OF SALES                      2,612,402        6,867,560      17,712,200
                                -------------    -------------   -------------
   Gross Profit                     (108,890)         789,276       3,855,044

OPERATING EXPENSES                 8,801,723        6,400,523       7,201,209
                                -------------    -------------   -------------
   Operating Loss                 (8,910,613)      (5,611,247)     (3,346,165)
                                -------------    -------------   -------------
OTHER INCOME (EXPENSE):
   Interest and other income, net    235,404          307,367         128,663
   Interest expense                  (86,292)        (583,433)     (1,574,540)
                                -------------    -------------   -------------
     Total Other Income (Expense)    149,112         (276,066)     (1,445,877)
                                -------------    -------------   -------------
MINORITY INTEREST SHARE OF
   LOSS OF SUBSIDIARY                      -                -         382,457
                                -------------    -------------   -------------
LOSS FROM CONTINUING
   OPERATIONS BEFORE
   INCOME TAXES AND
   EXTRAORDINARY ITEM             (8,761,501)      (5,887,313)     (4,409,585)
      Income tax benefit             463,035                -               -
                                -------------    -------------   -------------
LOSS FROM CONTINUING
   OPERATIONS BEFORE
   EXTRAORDINARY ITEM             (8,298,466)      (5,887,313)     (4,409,585)
                                
DISCONTINUED
   OPERATIONS
   Income from operations
      of discontinued electronics
      components segment                   -                -          74,590
   Gain on sale of discontinued
      segment                              -                -          98,460
                                -------------    -------------   -------------
Loss before extraordinary item    (8,298,466)      (5,887,313)     (4,236,535)

EXTRAORDINARY ITEM
   Gain on extinguishment of
   debt, net of income taxes
   of $463,035                       789,426                -               -
                                -------------    -------------   -------------

                              -Continued-
See accompanying notes to consolidated financial statements.
<PAGE>
               CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS - Continued
                    Years ended June 30, 1997, 1996 and 1995

                                        1997             1996            1995
                                -------------    -------------   -------------
NET LOSS                        $ (7,509,040)    $ (5,887,313)   $ (4,236,535)
                                =============    =============   =============
Loss from continuing
   operations attributable
   to common shareholders
   (Note 1)                     $ (8,325,689)    $ (6,187,353)   $ (4,331,397)
                                =============    =============   =============
Loss attributable to common
   shareholders (Note 1)        $ (7,536,263)    $ (6,187,353)   $ (4,158,347)
                                =============    =============   =============
Loss from continuing
   operations per share
   attributable to common
   shareholders                 $      (0.25)    $      (0.35)   $      (0.46)
                                =============    =============   =============
Gain from extraordinary item
   per share                    $       0.02     $          -    $          -
                                =============    =============   =============
Loss per share attributable to
   common shareholders          $      (0.23)    $      (0.35)   $      (0.44)
                                =============    =============   =============
Weighted average common shares
   outstanding                    32,307,591       17,432,013       9,416,503
                                =============    =============   =============
                                   
             CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
         CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 Years ended June 30, 1997, 1996 and 1995
<TABLE>
<CAPTION>
                                                                                     Additional    Notes Receivable
                                         Common Stock            Preferred Stock     Paid-In       and Investment in  Accumulated
                                     Shares          Amount  Shares          Amount  Capital       Preferred Stock    Deficit
                                     ----------  ----------  --------  ------------  ------------  -----------------  --------------
<S>                                  <C>         <C>         <C>       <C>           <C>           <C>                <C>
BALANCES - June 30, 1994              8,412,000  $   84,120   142,914  $    142,914  $  6,539,895  $ (2,240,000)      $    (309,444)
Issuances of common stock
   for cash                           1,400,000      14,000         -             -     1,750,500             -                   -
Issuances of common stock for
   reduction of advances to a
   shareholder and officer              120,000       1,200         -             -        58,800             -                   -
Other issuances of common stock          22,800         228         -             -             -             -                   -
Conversion of Series B preferred
   stock to Series F preferred stock          -           -         -             -             -             -                   -
Net redemption of Series F
   preferred stock in connection
   with settlement of liabilities             -           -    (1,056)       (1,056)     (699,098)            -                   -
Issuance of Series F preferred
   stock for dividends                        -           -       183           183       182,564             -                   -
</TABLE>
                              -Continued-
See accompanying notes to consolidated financial statements.
<PAGE>
             CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY -Continued-
                 Years ended June 30, 1997, 1996 and 1995
<TABLE>
<CAPTION>
                                                                                     Additional    Notes Receivable
                                         Common Stock            Preferred Stock     Paid-In       and Investment in  Accumulated
                                     Shares          Amount  Shares          Amount  Capital       Preferred Stock    Deficit
                                     ----------  ----------  --------  ------------  ------------  -----------------  --------------
<S>                                  <C>         <C>         <C>       <C>           <C>           <C>                <C>
Redemption of Series F preferred
   stock in satisfaction of notes
   receivable and interest from
   Advanced PC Products, Inc.("APC")          -  $        -      (252) $       (252) $          -  $          -       $           -
Issuance of Series F preferred
   stock in satisfaction of
   notes payable                              -           -     1,049         1,049     1,048,415             -                   -
Redemption of Series F preferred
   stock in satisfaction of notes
   receivable from AFG                        -           -      (125)         (125)            -             -                   -
Redemption of Series F preferred
   stock in connection with
   employee settlement                        -           -       (25)          (25)      (24,975)            -                   -
Redemption of Series F preferred
   stock for investment in APC                -           -    (2,240)       (2,240)   (2,237,760)    2,240,000                   -
Redemption of Series F preferred
   stock for cash                             -           -       (98)          (98)      (97,902)            -                   -
Conversion of Series F preferred
   stock to series G preferred stock          -           -    35,350        35,350       (35,350)            -                   -
Issuance of Series G preferred
   stock for cash to AFG                      -           -    96,563        96,563       578,437             -                   -
Issuance of Series G preferred stock
   for repurchase of 20% interest in
   Curtis Mathes Corporation                  -           -    97,500        97,500       170,625             -                   -
Dividends paid in cash                        -           -         -             -             -             -            (236,703)
Net loss for the year                         -           -         -             -             -             -          (4,236,535)
                                     ----------  ----------  --------  ------------  ------------  ------------       --------------
BALANCES - June 30, 1995              9,954,800      99,548   369,763       369,763     7,234,151             -          (4,782,682)
Issuance of Series H preferred
   stock for cash                             -           -        55            55     1,287,445             -                   -
Issuance of Series I preferred
   stock for cash                             -           -       550           550       494,450             -                   -
Subscriptions for Series I preferred
   stock                                      -           -     4,835         4,835     4,346,665             -                   -
Conversion of Series G preferred
   stock to common                      136,900       1,369  (112,458)     (112,458)     (405,875)            -                   -
Conversion of debentures and                 
   demand notes                       1,050,000      10,500         -             -       789,500             -                   -
Issuance of common stock for fees
   and services                         222,000       2,220         -             -       149,280             -                   -
Issuance of common stock for
   employee compensation                 83,000         830         -             -             -             -                   -
Issuance of common stock for cash
   and payment of note payable
   of $145,280                       10,317,088     103,171         -             -     5,845,279             -                   -
Exercise of warrants                  1,887,000      18,870         -             -     2,452,630             -                   -
</TABLE>
                              -Continued-
See accompanying notes to consolidated financial statements.
<PAGE>
             CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY -Continued-
                 Years ended June 30, 1997, 1996 and 1995
<TABLE>
<CAPTION>
                                                                                  Additional     Notes Receivable
                                    Common Stock             Preferred Stock      Paid-In        and Investment in   Accumulated
                                Shares          Amount   Shares          Amount   Capital        Preferred Stock     Deficit
                                ----------  ----------   --------  ------------   ------------   -----------------   --------------
<S>                             <C>         <C>          <C>       <C>            <C>            <C>                 <C>
Issuance of common stock for 
   fees on above common stock 
   issuances for cash              660,400  $    6,604          -  $          -   $          -   $          -        $           -
Dividends paid in cash                   -           -          -             -              -              -             (305,855)
Net loss for the year                    -           -          -             -              -              -           (5,887,313)
                                ----------  ----------   --------  ------------   ------------   ------------        --------------
BALANCES - June 30, 1996        24,311,188     243,112    262,745       262,745     22,193,525              -          (10,975,850)
Redemption of Series G 
   preferred for cash                    -           -   (117,305)     (117,305)    (1,055,745)             -                    -
Conversion of Series H 
   preferred for common stock      879,068       8,791        (52)          (52)        (8,739)             -                    -
Issuance of Series I 
   preferred stock for cash              -           -        800           800        728,200              -                    -
Conversion of Series I 
  preferred  to common stock     5,200,136      52,001     (6,185)       (6,185)       (45,816)             -                    -
Issuance of Series J 
   preferred stock for cash              -           -      1,625         1,625      1,460,875              -                    -
Conversion of Series J 
   preferred for common stock    1,481,140      14,811     (1,625)       (1,625)       (13,186)             -                    -
Issuance of common stock
   for cash                      3,220,000      32,200          -             -      3,568,426              -                    -
Issuance of Series K 
   preferred for cash                    -           -         11            11        983,876              -                    -
Issuance of Series L 
   preferred stock for cash              -           -      1,500         1,500      1,423,500              -                    -
Conversion of Series K 
   preferred for common stock      135,501       1,355         (2)           (2)        (1,353)             -                    -
Issuance of common stock for
   warrants exercised              100,000       1,000          -             -         81,000              -                    -
Conversion of Series L 
   preferred for common stock      303,797       3,038       (225)         (225)         2,813              -                    -
Conversion of Line of Credit 
  note payable for common stock  1,078,356      10,784          -             -      1,000,216              -                    -
Dividends paid in cash                   -           -          -             -              -              -              (40,446)
Net loss for the year                    -           -          -             -              -              -           (7,509,040)
                                ----------  ----------   --------  ------------   ------------   ------------        --------------
BALANCES - June 30, 1997        36,709,186  $  367,092    141,287  $    141,287   $ 30,317,592   $          -        $ (18,525,336)
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
             CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                 Years ended June 30, 1997, 1996 and 1995
<TABLE>
<CAPTION>
                                                                   1997             1996            1995
                                                           -------------    -------------   -------------
<S>                                                        <C>              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                $ (7,509,040)    $ (5,887,313)   $ (4,236,535)
   Adjustments to reconcile net loss
      to cash provided (used) by operating activities:
         (Gain) loss on sales of assets                           1,200              305          44,185
         Gain on sale of discontinued segment                         -                -         (98,460)
         Depreciation and amortization                          690,504          645,128         477,014
         Income tax benefit                                    (463,035)               -               -
         Gain on extinguishment of debt                        (789,426)               -               -
         Provision for bad debts                                375,000          536,080         (59,512)
         Provision for obsolete inventory                       255,115         (282,457)          9,962
         Minority interest share of loss in subsidiary                -                -        (382,457)
         Issuance of shares as employee compensation
            and/or financing fees                                     -              830               -
         Commissions paid through issuance of common stock            -                -             228
         Interest income earned through redemption of
            preferred stock                                           -                -          (2,500)
         Employee settlement through redemption of
            preferred stock                                           -                -         (25,000)
         Common stock issued for consulting fees                      -           30,000               -
         Write off of note receivable                                 -           25,000               -
         Write off of investment                                      -          250,000               -
         Changes in assets and liabilities, net of effects
             from acquisitions and dispositions:
                  Accounts receivable                            28,445          990,231        (563,429)
                  Inventory                                     312,113        2,329,882        (921,877)
                  Prepaid expense and other                  (1,825,081)        (460,144)        153,648
                  Restricted cash                                47,423          233,209          65,263
                  Other assets                                     (100)          32,720         164,048
                  Accounts payable, accrued liabilities
                     and other current liabilities            1,429,110         (193,699)       (537,515)
                  Other liabilities                             177,278         (169,613)         54,183
                                                           -------------    -------------   -------------
             Cash provided (used) by operating activities    (7,270,494)      (1,919,841)     (5,858,754)
                                                           -------------    -------------   -------------
</TABLE>
                              -Continued-
See accompanying notes to consolidated financial statements.
<PAGE>
            CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                Years ended June 30, 1997, 1996 and 1995
<TABLE>
<CAPTION>
                                                                   1997             1996            1995
                                                           -------------    -------------   -------------
<S>                                                        <C>              <C>             <C>
CASH FLOWS FROM INVESTING ACTIVITIES
       Purchases of property and equipment                 $ (2,100,359)    $   (136,558)   $   (299,328)
       Investment in joint venture                             (354,000)               -               -
       Software development                                  (3,649,748)               -               -
       Licenses                                              (1,113,867)               -               -
       Investment in marketable securities                     (282,142)               -               -
       Repurchase of 20% interest in CM                               -                -        (151,000)
       Reorganization payments to trustee and DFS                     -                -        (361,267)
       Cash balance in company acquired (disposed)                    -           (5,342)        (11,992)
       Collections on notes receivable                           28,049            1,193         625,217
       Issuance of note receivable                             (375,000)               -               -
                                                           -------------    -------------   -------------
       Cash used for investing activities                    (7,847,067)        (140,707)       (198,370)
                                                           -------------    -------------   -------------
CASH FLOWS FROM FINANCING ACTIVITIES
      Checks issued in excess of cash balances                        -          (32,852)         32,852
      Receipts under borrowing arrangements                   1,000,000                -               -
      Change in borrowings under line of credit agreements            -       (2,572,024)      3,437,866
      Proceeds from long-term debt                              122,062                -               -
      Principal payments on long-term debt                     (642,940)      (1,235,147)       (196,605)
      Principal payments on capital lease obligations          (145,805)          (6,207)       (116,844)
      Issuances of preferred and common stock for cash        8,296,105       10,271,421       2,439,500
      Redemption of preferred stock for cash                 (1,173,050)               -         (98,000)
      Receipt of cash for common stock issued in
         prior year                                           4,351,500                -               -
      Dividends paid                                            (40,446)        (305,855)        (53,956)
                                                           -------------    -------------   -------------
      Cash provided by financing activities                  11,767,426        6,119,336       5,444,813
                                                           -------------    -------------   -------------
NET INCREASE (DECREASE) IN CASH AND
      CASH EQUIVALENTS                                       (3,350,135)       4,058,788        (612,311)
CASH AND CASH EQUIVALENTS, BEGINNING                          4,150,481           91,693         704,004
                                                           -------------    -------------   -------------
CASH AND CASH EQUIVALENTS, ENDING                          $    800,346     $  4,150,481    $     91,693
                                                           =============    =============   =============
SUPPLEMENTAL INFORMATION
      Cash paid for interest                               $     64,231     $    508,898    $  1,787,846
                                                           =============    =============   =============
</TABLE>
                              -Continued-
See accompanying notes to consolidated financial statements.
<PAGE>
            CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                Years ended June 30, 1997, 1996 and 1995
<TABLE>
<CAPTION>
                                                                   1997             1996            1995
                                                           -------------    -------------   -------------
<S>                                                        <C>              <C>             <C>
SUPPLEMENTAL SCHEDULE OF NON-CASH
     INVESTING AND FINANCING ACTIVITIES
Issuance of common stock for settlement of cash received
     under borrowing arrangements, including $78,356 in
     accrued interest.                                     $  1,078,356     $          -    $          -
                                                           =============    =============   =============
Conversion of debentures and demand notes into
     common stock                                          $          -     $    800,000    $          -
                                                           =============    =============   =============
Issuance of common stock for fees and services             $          -     $    151,500    $          -
                                                           =============    =============   =============
Issuance of common stock for note payable                  $          -     $    145,280    $          -
                                                           =============    =============   =============
Sale of inventory parts for note receivable                $          -     $    350,000    $          -
                                                           =============    =============   =============
Issuance of common stock for subscriptions and receivable  $          -     $  4,350,500    $          -
                                                           =============    =============   =============
Issuance of common stock for commission                    $          -     $      6,604    $        228
                                                           =============    =============   =============
Purchases of property and equipment for notes payable      $          -     $     59,337    $    511,047
                                                           =============    =============   =============
Issuance of common stock in satisfaction of amounts
     due to shareholder                                    $          -     $          -    $     60,000
                                                           =============    =============   =============
Redemption of preferred stock in connection with
     employee settlement                                   $          -     $          -    $     25,000
                                                           =============    =============   =============
Issuance of preferred stock in satisfaction
     of notes receivable and interest                      $          -     $          -    $  1,049,464
                                                           =============    =============   =============
Redemption of preferred stock in satisfaction
     of notes receivable and interest                      $          -     $          -    $  3,673,500
                                                           =============    =============   =============
Conversion of debentures to demand notes payable           $          -     $          -    $    615,000
                                                           =============    =============   =============
Line of credit converted to long-term debt                 $          -     $          -    $  1,024,750
                                                           =============    =============   =============
Issuance of preferred stock for dividends                  $          -     $          -    $    182,747
                                                           =============    =============   =============
Sale of SMI for notes payable                              $          -     $          -    $  1,570,000
                                                           =============    =============   =============
Preferred stock ($268,125) and notes payable ($150,000)
     portion of consideration for repurchase of 20% of CM  $          -     $          -    $    418,425
                                                           =============    =============   =============
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Principles of Consolidation

Curtis Mathes Holding Corporation was formed on July 13, 1984, to
operate  in the entertainment industry.  The Company discontinued
this  line  of business in 1988, acquired rent-to-own  operations
which  were  subsequently discontinued, and was  deemed  to  have
reentered the development stage effective July 1, 1990.

The  Company  was  no longer considered to be in the  development
stage  following  the acquisition of operating subsidiaries  FFL,
Inc. (FFL) and Southwest Memory, Inc. (SMI) in December 1992.  In
November  1993, the Company acquired 100% of the common stock  of
Curtis Mathes Corporation ("CM") (20% was subsequently sold).  In
June  1995, the Company reacquired the outstanding 20% to  regain
100%  ownership of Curtis Mathes.  In December, 1994, the Company
sold SMI (see Note 3).

During  1996,  the Company operated principally  as  a  wholesale
distributor in the consumer electronics industry through its 100%
owned  subsidiary CM.  The Company also owns 100% of  FFL,  which
was  involved in real estate and financing transactions in  prior
years   but  which  is  now  inactive.   The  Company  has  other
subsidiaries  which have been relatively inactive.   Towards  the
latter  half  of  fiscal 1996, the Company redirected  its  focus
toward  a  new  product  called uniView which  allows  the  user,
through  the  use  of  their  TV remote  control,  to  "surf  the
Internet",  receive E-Mail, or to search for movies  or  programs
featuring specific subjects, stars or ratings.

During  1997, the Company created a new subsidiary, Curtis Mathes
Xpressway  Corporation  (Xpressway).  Xpressway  was  created  to
construct,  own,  and operate the Company's new Internet  service
provider  (ISP) which will be the Internet "on ramp" for  uniView
users.

The  accompanying financial statements include  the  accounts  of
Curtis  Mathes  Holding Corporation and its subsidiaries.   These
entities  are  collectively referred to herein as "the  Company".
All   material   intercompany  accounts  and   transactions   are
eliminated in consolidation.

Cash Equivalents

The  Company considers all highly liquid debt instruments  having
an original maturity of three months or less when purchased to be
cash equivalents for purposes of the statement of cash flows.

Marketable Securities

Marketable  securities  are classified as available-for-sale  and
stated  at  fair  market  value.  The historical  cost  of  these
securities approximates their fair market value at June 30, 1997.
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Prepaid Expenses

Prepaid expenses include approximately $1,350,000 advanced to  an
entity to fund the production of uniView inventory.

Inventory

Inventories are stated at the lower of average cost or market.

Property and Equipment

Property  and  equipment are stated at cost and  are  depreciated
using  the  straight-line method over estimated useful  lives  of
three  to  seven years.  Maintenance and repairs are expensed  as
incurred.  Replacements and betterments are capitalized.

Software Development Costs

Software  development costs have been capitalized  in  accordance
with   Statement  of  Financial  Accounting  Standards  No.   86,
"Accounting for the Costs of Computer Software to be Sold, Leased
or Otherwise Marketed" ("SFAS 86"). Under SFAS 86, capitalization
of  software  development costs begins upon the establishment  of
technological  feasibility and ends when a product  is  available
for  general  release to customers.  Software  development  costs
will  be amortized after the product is placed in service over  a
period ranging from three to five years.

Trademark

Trademark  represents  the value considered  to  arise  from  the
Curtis Mathes Corporation name and reputation and consists of the
excess  of the purchase price paid over the estimated fair market
value of identifiable net assets acquired in connection with  the
acquisition  of  Curtis Mathes Corporation.  The excess  purchase
price  includes  amounts  paid  to  Deutsche  Financial  Services
("DFS"),  (previously   ITT Commercial Finance  Corporation)  and
unsecured   creditors  in  accordance  with  the  Curtis   Mathes
Corporation reorganization (see Note 14).  The trademark value is
amortized  on  a straight-line basis over 20 years.  Amortization
of the trademark for the years ended June 30, 1997, 1996 and 1995
amounted to $244,238, $244,264 and $206,284, respectively.

On  an  on-going  basis, management reviews  recoverability,  the
valuation  and amortization of the trademark. As a part  of  this
review,  the Company considers the undiscounted projected  future
net  earnings in evaluating the value of the trademark.   If  the
undiscounted  future net earnings is less than the stated  value,
the trademark would be written down to its fair value.
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Research and Development Costs

Research  and  development costs are charged to  operations  when
incurred  and  are  included in operating expenses.  The  amounts
charged  to  expense in 1997,  1996 and 1995  were  $516,931  and
$11,480 and $0, respectively.

Advertising Costs

Advertising  costs are charged to operations when the advertising
first  takes place. Advertising costs charged to expense in 1997,
1996,   and  1995  totaled  $1,981,172,  $142,891  and  $249,151,
respectively.

License Fees

The  cost  of  initial  license fees and other  operating  rights
acquired  are  being amortized on the straight line  method  over
their  remaining  contractual lives of five  years.  Amortization
expense charged to operations in 1997 totaled $7,750.

Income Taxes

The Company utilizes the asset and liability method of accounting
for  income  taxes.  The Company records deferred tax assets  and
liabilities  for the expected future tax consequences  of  events
that  have  been included in the financial statements and  income
tax  returns.  Deferred tax assets and liabilities are determined
based  on  the  differences between the financial  statement  and
income  tax  bases  of  assets  and liabilities  using  currently
enacted tax rates.

Financial Instruments with Off-Balance-Sheet Risk

In  the  normal  course of business, CM is a party  to  financial
instruments  with  off-balance sheet risk to meet  the  financing
needs of the CM dealers.  These financial instruments principally
include  obligations to repurchase defaulted  dealer  receivables
and inventory financed under CM's dealer floorplan agreement with
DFS.

CM's exposure to credit loss in the event of nonperformance by CM
dealers with respect to the repurchase obligations is represented
by the contractual amount of the instruments as discussed in Note
13.    CM  uses  the  same  credit  policies  in  evaluating  its
guarantees as it does for financial instruments reflected in  the
Company's financial statements.
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Net Loss Per Common Share

Net  loss  per  share of common stock is computed  based  on  the
weighted average number of common shares outstanding during  each
respective  year.   Net loss for purposes of the  computation  of
loss  per  share  is increased for preferred stock  dividends  of
$27,223,  $300,040 and $78,188 ($.00, $0.02 and $0.01 per  common
share)  for  the  years  ended June 30,  1997,  1996,  and  1995,
respectively.  Fully diluted loss per share for the  years  ended
June  30,  1997,  1996 and 1995 is the same as primary  loss  per
share  since  the  assumed conversion of  convertible  securities
would be anti-dilutive.

Quasi Reorganization

Effective  July  1, 1993, the stockholders and directors  of  the
Company approved a plan of quasi reorganization.  Pursuant to the
plan, all assets and liabilities as of that date were adjusted to
estimated  fair  value  (such adjustments were  nominal)  and  an
accumulated  deficit of $4,140,595 was removed from  the  balance
sheet with a corresponding charge to additional paid-in capital.

Stock-Based Compensation

Statement  of Financial Accounting Standards No. 123, "Accounting
for  Stock-Based Compensation" ("SFAS 123") became  effective  in
fiscal  1997.  This statement requires the fair  value  of  stock
options and other stock-based compensation issued to employees to
either   be  included  as  compensation  expense  in  the  income
statement or the pro forma effect on net income and earnings  per
share  of  such  compensation expense  to  be  disclosed  in  the
footnotes to the Company's financial statements. The Company  has
adopted SFAS 123 on a disclosure basis only. (See Note 11).

Accounting Standards Not Yet Adopted

In  February,  1997, Statement of Financial Accounting  Standards
No.  128,  "Earnings  per  Share"  was  issued.   This  statement
standardizes   the   earnings   per   share   calculation    with
International  Accounting Standards and is  effective  for  years
ending  after December 15, 1997. Implementation of this statement
is  not expected to materially impact the Company's earnings  per
share calculations.

Use of Estimates and Assumptions

Management uses estimates and assumptions in preparing  financial
statements  in  accordance  with  generally  accepted  accounting
principles.  Those estimates and assumptions affect the  reported
amounts  of  assets and liabilities, the disclosure of contingent
assets  and liabilities, and the reported revenues and  expenses.
Actual results could vary from the estimates that were used.
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Fair Market Value of Financial Instruments

The   carrying  amount  for  cash  and  cash  equivalents,  notes
receivable,  and long term debt is not materially different  than
fair   market  value  because  of  the  short  maturity  of   the
instruments and/or their respective interest rate amounts.

Reclassifications

Certain  prior year amounts have been reclassified  in  order  to
conform to current year presentation.

2.  ABILITY TO CONTINUE AS A GOING CONCERN

As   reflected   in   the  accompanying  consolidated   financial
statements,   the   Company  incurred  losses   from   continuing
operations  of $8,298,466, $5,887,313 and $4,409,585  during  the
years  ended June 30, 1997, 1996 and 1995, respectively.   During
1997,  1996 and 1995, the Company also used substantial  cash  in
operations.  During the second half of fiscal 1996,  the  Company
redirected  its  focus toward a new product, uniView.  Since  the
Company's change of focus in late fiscal 1996, substantially  all
resources have been committed to the development and refining  of
the  new uniView product. The Company's ability to continue as  a
going  concern  will  be  based on  its  ability  to  obtain  the
operating  funds necessary to fund this new direction until  cash
flows  generated by operations are sufficient to  meet  the  cash
flow needs of the Company.

The  Company introduced its product to the market in August, 1997
and,  based on early shipments of product, believes that  it  has
begun to achieve product acceptance.

Management  projections rely heavily on additional  financing  in
fiscal  1998.  Management's plans with respect  to  the  required
financing   include  significant  draw  downs  on  the  Company's
existing  borrowing  arrangement (See  Note  8),  cash  from  the
exercise of stock warrants, and cash from additional issuances of
common  stock.  Management  believes that  the  product  will  be
successful  and  that  the  necessary  financing  to   fund   its
operations will be obtained.

3.  ACQUISITIONS AND DISPOSITIONS

CM

The  Company  reacquired the outstanding 20% interest  in  CM  in
June, 1995 for a total of $568,125 consisting of 97,500 shares of
Series  G  preferred  stock,  a  $150,000  promissory  note,  and
$151,000  cash.   The  consideration  has  been  capitalized   to
trademark and will be amortized on a straight line basis over  20
years.   The 97,500 Series G preferred shares were valued at  the
number  of  common shares assuming conversion at  average  common
share prices at the closing date.
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.  ACQUISITIONS AND DISPOSITIONS - Continued

SMI

Effective December 31, 1994, the Company sold back to its  former
owner,  Ilya Drapkin, 100% of the issued and outstanding  capital
stock of SMI, its electronic components division, pursuant  to  a
Memorandum  of Stock Sale Agreement.  The consideration  received
consisted  of  two  promissory notes  totaling  $1,570,000.   One
promissory  note  for  $500,000 (bearing interest  at  7.5%)  was
collected in cash during fiscal 1995.  During 1997, the remaining
balance  of  the second promissory note became uncollectable  and
was charged against a previously established allowance.

4.   RESTRICTED CASH

In  accordance with CM's plan of reorganization (see Note 14),  a
post-petition  warranty bank account was established  and  funded
for  the purpose of securing payment of warranty claims on  units
sold  by  CM during the period from January 28, 1992 to September
30,  1992.   The post-petition warranty account was used  for  no
other  purpose  than paying valid warranty claims on  units  sold
during  the period CM was in bankruptcy.  During 1996,  based  on
the  availability of funds versus expected future  payments,  the
Company  obtained  permission from the disbursing  agent  to  use
funds for payment of warranty claims arising out of other periods
in  addition  to  those specified in the plan of  reorganization.
Surplus funds remaining in the post-petition warranty account  on
February  1,  1997,  vested  with the reorganized  Curtis  Mathes
Corporation.

5.   NOTES RECEIVABLE

Notes receivable at June 30, 1997 and 1996 consist of the following:
                                                           1997          1996
                                                   ------------  ------------
Note receivable from Inman's Corporation,
  non-interest earning, with bi-monthly
  installments of $8,250, secured by parts
  inventory and proceeds from sale of parts
  inventory.                                       $    323,911  $    350,000

Note receivable from employee, earning interest
  at 9.5%, secured by automobile.                         2,847         4,807

Note receivable from ViewCall America, Inc.,
  non-interest bearing, secured by borrower's
  notes receivable                                      375,000             -

Less reserve for bad debts                             (375,000)            -
                                                   ------------  ------------
                                                        326,758       354,807
Less current portion                                    (35,237)     (354,807)
                                                   ------------  ------------
Long-term portion                                  $    291,521  $          -
                                                   ============  ============
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.  INVENTORY

Inventory at June 30, 1997 and 1996 consists of the following:
                                                           1997          1996
                                                   ------------  ------------
Consumer electronic products                       $    334,816  $    646,929
Less reserve for excess and obsolete inventory         (255,115)            -
                                                   ------------  ------------
                                                   $     79,701  $    646,929
                                                   ============  ============
Also see Note 8.

7.    PROPERTY AND EQUIPMENT

Property and equipment at June 30, 1997 and 1996
consist of the following:
                                                           1997          1996
                                                   ------------  ------------
Equipment                                          $  3,137,944  $  1,198,566
Vehicles                                                 22,589         7,500
Furniture and fixtures                                  131,483        49,690
Leasehold improvements                                  100,490        71,692
Computer software                                        35,301             -
                                                   ------------  ------------
                                                      3,427,807     1,327,448
Less accumulated depreciation and amortization       (1,108,795)     (671,346)
                                                   ------------  ------------
Net property and equipment                         $  2,319,012  $    656,102
                                                   ============  ============
Equipment  under capital leases included above at June  30,  1997
and 1996 amounted to $407,332 and $323,761, respectively, and the
related   accumulated  amortization  amounted  to  $349,660   and
$272,401, respectively.

Depreciation expense for the years ending June 30, 1997, 1996 and
1995 totaled $437,448, $391,331 and $275,488, respectively.

8.   BORROWING ARRANGEMENTS AND DEBT

Long-term debt at June 30, 1997 and 1996 consists
of the following:
                                                           1997          1996
                                                   ------------  ------------
Note payable to an individual with imputed
interest of 10%, payable in monthly
installments of $1,458, unsecured.                 $     48,959  $     66,455

Note payable to a financial institution with
interest at 10.9%, payable in monthly installments
of $2,677, collateralized by equipment.                     561        32,686

Note payable to AIG Designs, Inc. with interest
at 10%, payable in monthly installments of
approximately $15,000, unsecured.                             -       227,319
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.   BORROWING ARRANGEMENTS AND DEBT - Continued

Long-term debt at June 30, 1997 and 1996 - Continued
                                                           1997          1996
                                                   ------------  ------------
Note payable to DFS with interest at prime
(8.25% at June 30, 1996), payable in monthly
principal installments of $33,000 plus interest,
collateralized by a note receivable due from SMI
and inventory.                                     $          -       300,000

Note payable to a financial institution with interest
at 6%, payable in eight quarterly installments of
principal of $58,778, plus interest, collateralized
by certain inventory.                                   389,759       367,697

Note payable to Custer Company, Inc.                     34,000             -
                                                   ------------  ------------
                                                        473,279       994,157

Less current portion                                   (301,810)     (807,847)
                                                   ------------  ------------
Long-term portion                                  $    171,469  $    186,310
                                                   ============  ============

The  following is a schedule of maturities of long-term
debt at June 30, 1997:


        1998             $ 301,810
        1999               142,108
        2000                17,496
        2001                11,865
                         ---------
                         $ 473,279
                         =========

At  June 30, 1995, the Company had debentures with an outstanding
balance  of  $555,000. During 1996, all of  the  debentures  were
converted into the Company's common stock.

The  Company  has  a  revolving  borrowing  arrangement  with  an
investor   which  provides  for  borrowings  up  to   $10,000,000
outstanding at any given time.  Amounts outstanding bear interest
at  prime  plus  1.5%,  are unsecured,  and  to  the  extent  not
converted  to common stock, are due within one year of  the  draw
down.   The Company and the investor generally agree on the terms
of  conversion at the time of draw down.  Amounts available under
the  borrowing  "facility" are increased by the amount  converted
into common stock to a maximum of $10,000,000.
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.   ALLOWANCE FOR WARRANTY CLAIMS

Warranty  costs, where applicable,  are recorded by CM  upon  the
sale  of  the electronic products based on estimates  of  failure
rates  and costs to repair defective units.  A simple average  of
the failure rates and repair costs is applied to the total number
of  units that are under warranty to establish the allowance  for
warranty claims.

All  electronic  products sold up to the date of settlement  with
DFS  (March, 1996) included a four year parts and labor warranty.
Pursuant to CM's plan of reorganization, CM agreed to continue to
extend  a parts only warranty for the time period of the original
warranties  on  units  sold prior to CM's  bankruptcy  filing  on
January 27, 1992.

The  reorganized CM was required under the plan of reorganization
to  fully fund the cost of warranty claims for units sold  during
the  period  CM  was in bankruptcy.  In addition,  CM's  plan  of
reorganization  provided  that  the  reorganized  CM  fund  in  a
segregated  bank  account  an amount  equal  to  1.25%  of  gross
electronic  sales  to  pay  warranty  claims  subsequent  to  the
reorganization  confirmation  date  (October   1,   1992).    The
remaining  liability  at June 30, 1996 represents  the  remaining
four  months  of coverage until expiration of the  warranties  in
October, 1996.

For  the  years ended June 30, 1997, 1996 and 1995,  the  Company
provided  for  warranty allowance at a rate of approximately  5%,
2.5%  and 2.5% of sales, respectively.  Management believes  that
the  reserve  is  adequate  to cover potential  warranty  claims.
Other  current  liabilities  in the accompanying  balance  sheets
include  an allowance for warranty claims of $108,798 and $96,479
at  June  30,  1997  and 1996, respectively and  other  long-term
liabilities include an allowance for warranty claims of  $435,193
and $257,915 at June 30, 1997 and 1996, respectively.

During  fiscal 1996, the Company sold all of its remaining  parts
inventory  on  hand to a third party and outsourced  repairs  and
parts  servicing for all warranty obligations.  The Company  pays
fees for the service and repair of warrantied units.

10. RELATED PARTY TRANSACTIONS

In   1994,  the  Company  advanced  $80,000  to  an  employee  in
connection  with an employment agreement.  The amount accrues  to
the  individual  at $20,000 per year and is being amortized  over
the  same  period.  In connection with this employment agreement,
the  Company also issued 50,000 shares to this individual  valued
at $174,500 which is also being amortized over the same period.

At  June 30, 1994, an individual, Ilya Drapkin, a shareholder  of
the  Company, owed the Company $121,389 for advances made by  the
Company.  This amount was settled during the year ended June  30,
1995.
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. RELATED PARTY TRANSACTIONS - Continued

During  the year ended June 30, 1994, the Company sold technology
in  connection  with  billboard  signs  to  Animated  Systems   &
Presentations, Inc., a company affiliated with Phillip Scheldt, a
shareholder and prior officer of the Company for $25,000 in  cash
and  a note receivable of $225,000 which was collected subsequent
to  June  30,  1994.  In connection with the  sale,  the  Company
received  royalty payments which amounted to $300,000 during  the
year ended June 30, 1995.

During 1995, the Company issued 120,000 shares to Custer Company,
a  company  controlled by Pat Custer, a shareholder and president
of the Company, in satisfaction of advances amounting to $60,000.

During  1995, 96,563 shares of Series G were issued to Associates
Funding  Group  ("AFG"), a related party, for  cash  proceeds  of
$675,000.

During 1996, the Company wrote off a $25,000 note receivable from
BC & Q, a related entity.

In  May,  1996, AFG converted 97,500 shares of Series G preferred
stock  with  an original basis of $568,125 to 390,000  shares  of
common  stock.   The Company issued 136,900 of these  shares  and
canceled 253,100 shares in satisfaction of the remaining  balance
of  a  note  receivable and accrued interest due from  SMI.   The
preferred shares were previously held as collateral on  the  note
receivable from SMI.

In connection with the purchase and sale of a company in previous
years,  at  June 30, 1994, the Company ended up holding  both  an
investment  of preferred stock issued by that entity  (a  related
company)  and issued outstanding preferred shares of the  Company
being  held  by  that entity. The $2,240,000 Series  B  preferred
stock  of  the  Company held by the entity was considered  a  "de
facto"  redemption  against  the preferred  stock  investment  of
$2,240,000  held  in the entity, and, accordingly,  at  June  30,
1994,  the  investment in that entity has  been  reflected  as  a
reduction  of  stockholders' equity.  During 1995 the  $2,240,000
Series  B  preferred  stock was redeemed against  the  $2,240,000
investment in the entity.

See Note 3 regarding sale of SMI.

See Note 18 regarding investment in joint venture.

See Note 20 regarding extraordinary item.
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. STOCKHOLDERS' EQUITY

Preferred Stock

The  Company has 1,000,000 authorized shares of $1.00  par  value
cumulative   preferred   stock.   The   Company's   articles   of
incorporation  allows  the board of directors  to  determine  the
number   of   shares  and  determine  the  relative  rights   and
preferences of any series of preferred stock to be issued.

At  June 30, 1997, the Company has issued and outstanding 140,000
Series  A preferred shares, 3 Series H preferred shares, 9 Series
K  preferred shares and 1,275 Series L preferred shares. Series A
preferred  shares  are  non-convertible,  redeemable  and   carry
dividends  of  6%.   Series H preferred shares  are  convertible,
redeemable and carry dividends of 5%.  Series K preferred  shares
are  convertible, redeemable, and carry dividends of 10%.  Series
L preferred shares are convertible and carry no dividends.

Subsequent  to  June 30, 1997, the Company issued  $1,500,000  in
Series   M   preferred  stock.   These  shares  are  convertible,
redeemable and carry dividends of 3%.

Dividends  of $40,446 and $305,855 on preferred stock  were  paid
during  the  year  ended  June 30, 1997 and  1996.  Dividends  of
$236,703 were paid during the year ended June 30, 1995, of which,
$182,747  were paid through the issuance of additional  preferred
stock. Cumulative dividends in arrears as of June 30, 1997,  1996
and 1995 amounted to $12,858, $26,081 and $31,896, respectively.
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. STOCKHOLDERS' EQUITY - Continued

Common Stock

Common stock warrants issued and outstanding as of June 30, 1997
are as follows:

         Shares   Exercise Price    Issuance Date      Term
     ----------   --------------    -------------      -------
        155,000      3.940           March 1994        5 years
         30,000      3.125           April 1994        5 years
         40,000      3.125           May 1994          5 years
         30,000      3.125           June 1994         5 years
         57,000      3.000           July 1994         3 years
         20,000      2.250           February 1995     5 years
        105,000      1.250           April 1995        5 years
      1,240,800      2.500           May 1995          4 years
         13,600      2.650           May 1995          5 years
        720,000      1.500           June 1995         3 years
        790,000      1.500           July 1995         3 years
         74,000      1.000           August 1995       4 years
      1,250,000      1.500           August 1995       3 years
        700,000      1.500           September 1995    3 years
      1,778,000      1.500           October 1995      3 years
        296,000      1.500           November 1995     3 years
        100,000      1.500           December 1995     3 years
      1,053,333      1.500           March 1996        3 years
        400,000      1.500           April 1996        3 years
         50,000      1.500           May 1996          2 years
         55,000      3.000           May 1996          3 years
         22,500      3.280           May 1996          5 years
         40,000      4.500           May 1996          3 years
        230,000      1.50            October 1996      3 years
      1,165,101      1.75            October 1996      1 year
         52,500      3.28            March 1997        4 years
        200,000      0.94            April 1997        5 years
         11,666      1.188           May 1997          1 year
         43,332      1.219           May 1997          1 year
          9,999      1.25            May 1997          1 year
         50,000      0.94            June 1997         5 years
     ----------
     10,782,831

During  the  year  ended  June 30, 1997  and  1996,  100,000  and
1,887,000  warrants were exercised, respectively, for total  cash
proceeds  of  $82,000 and $2,471,500, respectively.  No  warrants
were exercised during 1995.

Compensatory Stock Options

The Company has periodically granted stock options for employment
and  outside  services received during the years reported.  These
options  are treated as fixed, compensatory awards. During  1997,
the Company granted 1,000,000 options to key employees which vest
over   four   years.  All  other  compensatory   options   vested
immediately upon their grant date.
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. STOCKHOLDERS' EQUITY - Continued

Compensatory Stock Options - Continued

The  Company applies APB Opinion 25 in accounting for it's  stock
based  compensation awards. During 1997, 1996 and  1995,  options
issued  with exercise prices less than market value on the  grant
date  were  immaterial and, accordingly, no compensation  expense
has  been  recognized in these years. Had compensation cost  been
determined on the basis of fair value pursuant to FASB  Statement
No.  123, net loss and net loss per share for 1997 and 1996 would
have been increased as follows:

                                            1997             1996
                                    -------------    -------------
  Net loss:
     As reported                    $ (7,509,040)    $ (5,887,313)
     Pro forma                        (7,682,011)      (5,996,393)

  Loss per share:
     As reported                           (0.23)           (0.35)
     Pro forma                             (0.24)           (0.36)

Changes  in  the  Company's compensatory  options  with  exercise
prices above, equal to, and below market price at the grant  date
are as follows:
              Above             Equal To          Below
              ----------------  ----------------  ------------------
                       Weighted          Weighted            Weighted
                       Average           Average             Average
                       Exercise          Exercise            Exercise  Total
              Options  Price    Options  Price    Options    Price     Options
              -------  -------  -------  -------  ---------  ------  ---------
Outstanding at
June 30,
1995           90,600  $  2.78        -  $     -          -  $    -     90,600
Granted in
1996          282,250     2.00    7,000      .75     32,000     .61    321,250
Exercised in
1996         (170,500)     .97   (7,000)     .75    (14,000)    .75   (191,500)
Forfeited/Expired
in 1996             -        -        -        -          -       -          -
              -------  -------  -------  -------  ---------  ------  ---------
Outstanding at
June 30,
1996          202,350     3.22        -        -     18,000     .50    220,350
Granted in
1997                -        -        -        -  1,053,500     .94  1,053,500
Exercised in 1997   -        -        -        -    (71,500)    .83    (71,500)
Forfeited/Expired
in 1997             -        -        -        -          -       -          -
              -------  -------  -------  -------  ---------  ------  ---------
Outstanding at
June 30, 1997 202,350  $  3.22        -  $     -  1,000,000  $  .94  1,202,350
              =======  =======  =======  =======  =========  ======  =========
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. STOCKHOLDERS' EQUITY - Continued

Compensatory Stock Options - Continued

A  summary  of  the weighted average grant date  fair  values  of
options  with  exercise prices above, equal to, and below  market
price at the date of grant are as follows:

              Above             Equal To          Below
              -----             --------          -----
   1996         .24                  .13           1.29
   1997           0                    0            .61

The following table summarizes information about compensatory
stock options outstanding at June 30, 1997:

               Options Outstanding                   Options Exercisable
---------------------------------------------------  -------------------------
                         Weighted Avg.
Range of                 Remaining     Weighted Avg.              Weighted Avg.
Exercise    Number       Contractual   Exercise      Number       Exercisable 
Prices      Outstanding  Life          Price         Exercisable  Price
----------  -----------  ------------  ------------- -----------  ------------
$.94-$4.50   1,202,350    4.27 years      $1.32        452,350       $1.96

The  fair value of each option granted is estimated on the  grant
date  using  the  Black-Scholes option pricing model.  The  model
requires  the  input  of  subjective assumptions.  The  following
assumptions  were  made  in estimating  the  fair  value  of  all
compensatory stock options:

                                    1997           1996
                                    ----           ----
     Dividend yield                   0%             0%
     Risk-free interest rate          6%             6%
     Expected volatility             60%            60%
     Expected life               4.75 years     1.47 years
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.  INCOME TAXES

A  reconciliation  of  income tax expense (benefit)  computed  by
applying  the  U.S.  federal tax rates to  loss  from  continuing
operations  before  income  taxes  and  extraordinary  items  and
recorded income tax expense (benefit) is as follows:

                                        1997             1996            1995
                                -------------    -------------   -------------
Tax expense (benefit)
    at statutory rate           $ (3,239,127)    $ (2,177,000)   $ (1,707,000)
Meals and entertainment                5,998                -               -
Amortization of goodwill              90,689                -               -
Difference on sale of SMI                  -                -         310,000
Change in estimate for
    prior years                    1,213,485                -               -
Valuation allowance                1,465,920        2,177,000       1,397,000
                                -------------    -------------   -------------
                                $   (463,035)    $          -    $          -
                                =============    =============   =============

The components of the Company's deferred income taxes at June 30,
1997 and 1996 are as follows:
                                        1997             1996
                                -------------    -------------   
Current:
  Inventory reserve             $     94,316     $    (36,000)
  Note receivable reserve            138,638          227,000
  Warranty reserve                   169,618                -
  Valuation allowance               (402,572)        (191,000)
                                -------------    -------------
                                           -                -
                                -------------    -------------
Noncurrent:
  Goodwill                                 -         (310,000)
  Depreciation                       (73,747)         (53,000)
  Warranty reserve                   160,891           95,000
  Software development costs      (1,534,162)               -
  Net operating loss carryforward  7,831,025        5,565,000
  Valuation allowance             (6,384,007)      (5,297,000)
                                -------------    -------------
                                           -                -
                                -------------    -------------
Total                           $          -     $          -
                                =============    =============

At   June   30,   1997,  the  Company  has  net  operating   loss
carryforwards  for Federal income tax purposes  of  approximately
$21,000,000  which may be used to offset future  taxable  income,
subject  to the provisions of Internal Revenue Code Section  382,
and will expire in various amounts in the years 2000 through 2012
if not utilized.  The total change in the valuation allowance for
the  years  ended  June  30,  1997, 1996  and  1995  amounted  to
$1,465,920, $2,194,000 and $2,451,000, respectively.
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13. COMMITMENTS AND CONTINGENCIES

During  1996 and 1995, CM transferred receivables from  qualified
dealers  to  DFS  under  a repurchase agreement.   The  agreement
requires CM, in the event of default by the dealer, to repurchase
property  that  is collateral (inventory consisting  of  consumer
electronic  products) for the financing provided  to  the  Curtis
Mathes  dealer.  CM is contingently liable to DFS for the portion
of  the  receivable that is defaulted through non payment or  non
recovery of the collateral.  The maximum contingent liability  at
June 30, 1997 was approximately $410,000. In conjunction with the
settlement agreement with DFS, all dealer financing programs were
canceled effective August 1, 1996.

The  Company is a defendant in a class action lawsuit.  The  suit
asks for damages of approximately $1,000,000. Management believes
that  the suit is without merit and intends to vigorously  defend
its  position,  but  is unable to determine the  outcome  or  the
related financial exposure if any.

In  the  normal  course of business, the Company is  involved  in
various  product liability and other lawsuits.  The  Company  has
accrued  $350,000  in  connection  with  these  items  which   is
management's  estimate  of  the  ultimate  aggregate   settlement
amount.

The  Company leases equipment under capital leases and office and
purchase   facilities  under  long-term  noncancelable  operating
leases.  The  leases carry no renewal options. During  1995,  the
Company   entered   into  a  lease  which  consolidated   certain
purchasing and office facilities.

The  following is a schedule of future minimum lease payments  at
June 30, 1997:
                                   Operating         Capital
                                   leases            leases
                                   ---------         ----------
            1998                   $ 444,178         $  50,749
            1999                     318,290            22,913
            2000                     158,026                 -
            2001                           -                 -
                                   ---------         ----------
                                   $ 920,494            73,662
                                   =========
Less amount representing interest                      (21,104)
Present value of net minimum lease                   ----------
   payments including current
   maturities of $38,296                             $  52,558
                                                     ==========

Rental  and  lease expense under operating leases for  the  years
ended  June  30, 1997, 1996 and 1995 was approximately  $476,000,
$459,000 and $410,000, respectively.
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. CURTIS MATHES CORPORATION REORGANIZATION

On October 1, 1992, the Bankruptcy Court for the Eastern District
of  Texas confirmed CM's plan of reorganization ("Plan"), subject
to  certain  positive and negative covenants.  The Plan  provided
for  the  following  key  provisions  which  affect  the  ongoing
operations of the reorganized CM.

Warranty Costs

The  reorganized  CM  assumed  the warranties  for  the  original
warranty periods for units that were sold prior to CM filing  for
bankruptcy  (pre-petition).  The warranty  assumed  covers  parts
with  a  cost  in  excess of $15 for the remaining  term  of  the
warranty period.

Treatment of DFS Allowed Unsecured Claim

The  DFS allowed unsecured claim was identified as "class twelve"
in  the  Plan and could not exceed $2,600,000.  Beginning on  the
effective date of the Plan, CM was required to contribute  up  to
$400,000 as needed to fund anticipated losses on certain specific
home  entertainment  units  financed by  DFS.   Additionally,  in
February  1993, CM began remitting to DFS on a monthly  basis  an
amount equal to 1% of the Company's gross sales for the preceding
month.  CM  paid DFS approximately $71,260 and $216,000  for  the
years   ended   June   30,  1996  and  1995,  respectively,   and
approximately $136,000 for the eight month period ended June  30,
1994.   All  remaining amounts due under this claim were  settled
pursuant to the March, 1996 agreement described in Note 20.

Treatment of Allowed Claims of Unsecured Creditors

The  allowed  claims  of unsecured creditors  are  identified  as
"class fourteen" in the Plan.  Beginning in November 1992, CM was
required to deposit on a monthly basis with the trustee  for  the
creditors'  committee an amount equal to 1/2% of CM's  electronic
sales  for  the  preceding month.  As of June 30,  1997,  CM  was
current   in   making   the  remittances,   which   amounted   to
approximately $12,500, $36,000 and $108,000 for the  years  ended
June 30, 1997, 1996 and 1995, respectively.  This payment will be
made  by  CM  to the trustee for a period of 72 months  from  the
effective date of the Plan.

15. MAJOR CUSTOMERS AND CONCENTRATIONS OF CREDIT RISK

The Company's customers are located throughout the United States.
No single customer accounted for 10% or more of the Company's net
sales in 1996 or 1995. During 1997, the Company discontinued  the
sale  of  its  traditional products. All 1997 sales were  to  one
customer in exchange for advertising services.
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. MAJOR CUSTOMERS AND CONCENTRATIONS OF CREDIT RISK - Continued

Financial instruments subject to credit risk consist primarily of
cash,  marketable securities and notes receivable.   Cash  is  at
risk  to  the  extent that it exceeds Federal  Deposit  Insurance
Corporation insured amounts (approximately $646,956 at  June  30,
1997).   To  minimize  risk,  the Company  places  its  cash  and
marketable   securities  with  high  credit   quality   financial
institutions.  The  significant portion of  notes  receivable  is
secured by the parts inventory included in the sale.

16. BUSINESS SEGMENT INFORMATION

During  1997, 1996 and 1995 the Company was engaged primarily  in
the  distribution of consumer electronic products.  The following
tables  set forth certain information with respect to  the  years
ended June 30:
                                        1997             1996            1995
                                -------------    -------------   -------------
Net revenues:
Consumer electronics            $  2,503,512     $  7,656,836    $ 21,267,244
Corporate                                  -                -         300,000
                                -------------    -------------   -------------
Consolidated                    $  2,503,512     $  7,656,836    $ 21,567,244
                                =============    =============   =============
Operating loss:
Consumer electronics            $ (6,229,880)    $ (3,478,435)   $ (2,281,536)
Real estate and other                      -                -          (4,010)
Corporate                         (1,982,294)      (1,825,445)       (931,956)
                                -------------    -------------   -------------
Total operating Loss              (8,212,174)      (5,303,880)     (3,217,502)

Less interest expense                (86,292)        (583,433)     (1,574,540)
Add minority interest loss of subsidiary   -                -         382,457
                                -------------    -------------   -------------
Loss from continuing operations $ (8,298,466)    $ (5,887,313)   $ (4,409,585)
                                =============    =============   =============
Identifiable assets:
Consumer electronics            $ 13,620,173     $  6,356,795    $ 12,334,861
Real estate and other                      -           29,487          55,713
Corporate                          1,854,580        8,824,124       1,697,826
                                -------------    -------------   -------------
                                $ 15,474,753     $ 15,210,406    $ 14,088,400
                                =============    =============   =============
Depreciation and amortization:
Consumer electronics            $    501,310     $    436,122    $    317,483
Real estate and other                      -            1,226             756
Corporate                            189,194          207,780         158,775
                                -------------    -------------   -------------
                                $    690,504     $    645,128    $    477,014
                                =============    =============   =============
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16. BUSINESS SEGMENT INFORMATION - Continued

                                        1997             1996            1995
                                -------------    -------------   -------------
Capital expenditures:
Consumer electronics            $  1,689,685     $    194,667    $    742,432
Corporate                            410,674            1,228          67,943
Less capital expenditures
  paid for other than by cash        (28,882)         (59,337)       (511,047)
                                -------------    -------------   -------------
                                $  2,071,477     $    136,558    $    299,328
                                =============    =============   =============

Operating  loss  for  segment  reporting  purposes  consists   of
revenues  and  other  income, less all expenses  except  interest
expense.

17. RETIREMENT PLAN

Prior  to  bankruptcy filing in 1992, the Company had  a  defined
benefit plan which covered substantially all full-time employees.
The  Company believed that all liability for funding of the  Plan
had been discharged in bankruptcy. However, it was determined  in
1996  that  funding of the plan for prior years service  has  not
been relieved.  Therefore, the Company accrued the amount of  the
unfunded plan liability as measured January 1, 1995, resulting in
recognition  of approximately $171,000 in pension  cost  for  the
year ended June 30, 1996.

The following table sets forth the funded status of the Company's
defined pension plan:

Actuarial present value of benefit obligations:
                                                        1997             1996
                                                -------------    -------------
Accumulated benefit obligation                  $    708,186     $    685,152
                                                -------------    -------------
Projected benefit obligation                         708,186          685,152
Plan assets at fair value                            618,503          518,514
                                                -------------    -------------
Excess projected benefit obligation             $     89,683     $    166,638

Increase due to an assumption change                       -              883
                                                -------------    -------------
Net Pension Liability                           $     89,683     $    167,521
                                                =============    =============
Net pension cost includes the following components:

Funding deficiency accumulated in prior years   $          -     $    141,348
Funding deficiency for 1994                                -           32,827
Net amortization and deferrals                             -           (6,654)
Interest on unfunded liability                        21,227                -
Actuarial loss                                        (3,360)               -
                                                -------------    -------------
Net pension cost                                $     17,867     $    167,521
                                                =============    =============
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

17. RETIREMENT PLAN - Continued

The  weighted  average assumed discount rate used in  determining
the  actuarial present value of the projected benefit  obligation
for  both 1997 and 1996 was 7.75%.  The weighted average  assumed
rate of return on pension plan assets for both 1997 and 1996  was
7.75%.

18.  INVESTMENT IN JOINT VENTURE

During  1997, the Company entered into a joint venture  agreement
with  CMLP Group, Ltd. (CMLP), a related party. The joint venture
entity,  Westgrove Joint Venture (Westgrove), was  organized  for
the  purposes  of purchasing and managing a particular  tract  of
land.  CMLP,  a  limited partnership, is  jointly  owned  by  the
Company's  officers,  members of management,  and  other  related
parties.   Associates Funding Group, Inc., a  related  party,  is
CMLP's  general partner.  Management and control of Westgrove  is
maintained by CMLP.

The  carrying  amount of the investment represents the  Company's
initial contribution.  The agreement entitles the Company to a 56
percent  ownership  and earnings allocation.  The  investment  is
accounted for under the equity method of accounting.

19.  LICENSING FEES AND ROYALTIES

During 1997 and 1996, the Company entered into numerous licensing
agreements with third parties. These agreements provide  for  the
licensed  use by the Company of certain proprietary technologies,
and  vary in their terms and conditions.  Each agreement required
an  initial  payment which has been capitalized and  included  in
licensing  fees  at year end. Pursuant to these  agreements,  the
Company  also committed to future royalties and minimum  periodic
payments.

Future  minimum payments for the years ended June  30  due  under
these licensing agreements are as follows:

        1998                            $   450,000
        1999                              1,000,000
        2000                              1,800,000
        2001                              1,050,000
        2002                                750,000
                                        -----------
                                        $ 5,050,000
                                        ===========
During   fiscal  1996,  the  Company  entered  into  a  licensing
agreement to obtain certain technology for an original period  of
five years. In June, 1996, the Company paid an advance royalty of
$500,000   (included  in  software  development  costs   in   the
accompanying  balance sheet). Under the terms of  the  agreement,
royalties of 3% of all sales of the product are to be remitted to
the  licensor.  However, the technology was not utilized  to  the
extent  originally anticipated, and management does  not  believe
that any future royalties are payable under this agreement.
<PAGE>
       CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

19.  LICENSING FEES AND ROYALTIES - Continued

During fiscal 1997, the Company entered into an agreement for the
licensed  use  of  certain technology.  Under the  terms  of  the
agreement, the Company is obligated to pay future royalties based
on uniView units shipped as follows:

     First 100,000 units                $4.00 per unit
     Next 250,000 units                 $3.50 per unit
     Next 650,000 units                 $3.00 per unit
     Next 1,000,000 units               $2.75 per unit
     Above 2,000,000 units              $2.50 per unit

During fiscal 1997, the Company entered into an agreement for the
licensed  use of a computer software operating system. Under  the
terms  of  the agreement, the Company is obligated to pay  future
royalties based on manufactured uniView units as follows:
                                                                 
     First 40,000 units                 no royalty
     Next 60,000 units                  10.00 (British pounds) per unit
     Next 100,000 units                  8.00 (British pounds) per unit
     Next 200,000 units                  6.00 (British pounds) per unit
     Next 400,000 units                  5.00 (British pounds) per unit
     Next 800,000 units                  4.00 (British pounds) per unit

At June 30, 1997, the exchange rate for the British Pound was
$1.6309.

20.  EXTRAORDINARY ITEM

The  extraordinary  item  of  $789,426,  net  of  income  tax  of
$463,035,  represents  a  gain on forgiveness  of  debt  by  DFS.
Effective  March  9, 1996, the Company and DFS  entered  into  an
agreement  to  settle  amounts due from  CM  to  DFS.  Under  the
agreement, all but $500,000 and future repurchase liabilities was
forgiven subject to payment in full of the remaining $500,000  on
or  before April 8, 1997. At June 30, 1996, the Company owed  DFS
$300,000  of  this  amount. During 1997,  the  Company  paid  DFS
$200,000  in cash. The remaining $100,000 was paid by the  Custer
Company,  Inc.,  a related party who assumed the receivable  from
DFS.
<PAGE>
                                                      SCHEDULE II
               CURTIS MATHES HOLDING CORPORATION
          (FORMERLY ENHANCED ELECTRONICS CORPORATION)
                        AND SUBSIDIARIES

               VALUATION AND QUALIFYING ACCOUNTS
           Years ended June 30, 1997, 1996, and 1995

                       Balance at Charged to Charged to
                       beginning  costs and  to other              Balance at
Description            of year    expenses   accounts   Deductions end of year
-----------            ---------- ---------- ---------- ---------- -----------

Year ended June 30, 1995
Allowance for
   doubtful accounts   $ (99,480) $ 340,947  $       -  $ 318,502  $ (77,034)
Inventory obsolescence
   reserve              (305,927)   250,208          -    173,955   (229,675)
Note receivable reserve        -          -          -          -          -

Year ended June 30, 1996
Allowance for
   doubtful accounts     (77,034)         -     77,034          -          -
Inventory obsolescence
   reserve              (229,675)   118,672    111,003          -          -
Note receivable reserve        -    613,114          -          -   (613,114)

Year ended June 30, 1997
Inventory Obsolescence
   reserve                     -   (255,115)         -          -   (255,115)
Note receivable reserve (613,114)         -   (375,000)   613,114   (375,000)

*Note:  deductions  represent uncollectible  accounts  or  inventories
written off.
<PAGE>
               CURTIS MATHES HOLDING CORPORATION AND SUBSIDIARIES

                         EXHIBIT INDEX
Exhibit                                                Sequential
Number              Description of Exhibits                  Page

2.1 Memorandum of Sale and Purchase Agreement (CMC) for the acquisition of
    Curtis Mathes Corporation (filed as Exhibit "A" to the Company's quarterly
    report on Form 10-Q for the quarter ended December 31, 1993 and
    incorporated herein by reference.)                        N/A

2.2 Memorandum of Sale and Purchase Agreement (WRC) for the acquisition of
    certain assets of Whitaker Repair Company, Inc. (filed as Exhibit "B" to
    the Company's quarterly report on Form 10-Q for the quarter ended December
    31, 1993 and incorporated herein by reference.)           N/A

3(i) Articles of Incorporation of the Company, as amended (filed as Exhibit
     "4.1" to the Company's Registration Statement on Form S-3 originally filed
     with the Commission on June 20, 1996 and incorporated herein by reference.)
                                                              N/A

3(ii) Bylaws of the Company, as amended (filed as Exhibit "3(ii)" to the
      Company's annual report on Form 10-K for the fiscal year ended June 30,
      1994 and incorporated herein by reference.)             N/A

4.1 Form of Common Stock Certificate of the Company (filed as Exhibit "4.2" to
    the Company's annual report on Form 10-K for the fiscal year ended June 30,
    1994 and incorporated herein by reference.)               N/A

4.2 Series A Preferred Stock terms and conditions (filed as Exhibit "4.3" to
    the Company's annual report on Form 10-K for the fiscal year ended June 30,
    1994 and incorporated herein by reference.)               N/A

4.3 Series G Preferred Stock terms and conditions  (filed as Exhibit "4.7" to
    the Company's annual report on Form 10-K for the fiscal year ended June 30,
    1995 and incorporated herein by reference.)               N/A

4.4 Series H Preferred Stock terms and conditions (filed as Exhibit "4.4" to
    the Company's Registration Statement on Form S-3 originally filed with the
    Commission on June 20, 1996 and incorporated herein by reference.)    N/A

4.5 Series I Preferred Stock terms and conditions (filed as Exhibit "4.5" to
    the Company's Registration Statement on Form S-3 originally filed with the
    Commission on June 20, 1996 and incorporated herein by reference.)    N/A

4.6 Series J Preferred Stock terms and conditions (filed as Exhibit "4.2" to
    the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
    September 30, 1996 and incorporated herein by reference.)             N/A

4.7 Form of warrant issued in connection with Series J Preferred Stock (filed
    as Exhibit "4.5" to the Company's Current Report on Form 8-K dated April
    23, 1997 and incorporated herein by reference.)     N/A

4.8 Series K Preferred Stock terms and conditions (filed as Exhibit "4.4" to
    the Company's Current Report on Form 8-K dated May 16, 1997 and
    incorporated herein by reference.)                        N/A
<PAGE>
4.9 Form of subscription agreement for Series K Preferred Stock (filed as
    Exhibit "4.5" to the Company's Current Report on Form 8-K dated May 16,
    1997 and incorporated herein by reference.)               N/A

4.10 Form of warrant issued in connection with Series K Preferred Stock (filed
     as Exhibit "4.4" to the Company's Current Report on Form 8-K dated May 23,
     1997 and incorporated herein by reference.)              N/A

4.11 Series L Preferred Stock terms and conditions (filed as Exhibit "4.5" to
     the Company's Current Report on Form 8-K dated May 23, 1997 and
     incorporated herein by reference.)                       N/A

4.12 Form of subscription agreement for Series L Preferred Stock (filed as
     Exhibit "4.6" to the Company's Current Report on Form 8-K dated May 23,
     1997 and incorporated herein by reference.)              N/A

4.13 Series M Preferred Stock terms and conditions, as amended on July 11, 1997
     (filed as Exhibit "4.7" to the Company's Registration Statement on Form S-3
     filed with the Commission on August 18, 1997 and incorporated herein by
     reference.)                                              N/A

4.14 Form of Securities Subscription Agreement for Series M Preferred Stock
     (filed as Exhibit "4.12" to the Company's Current Report on Form 8-K dated
     June 23, 1997 and incorporated herein by reference.)     N/A

4.15 Form of subscription agreement for Convertible Revolving Credit Note
     (filed as Exhibit "4.7" to the Company's Current Report on Form 8-K dated
     May 23, 1997 and incorporated herein by reference.)      N/A

4.16 Form of Convertible Revolving Credit Note (filed as Exhibit "4.8" to the
     Company's Current Report on Form 8-K dated May 23, 1997 and incorporated
     herein by reference.)                                    N/A

4.17 Form of subscription agreement for warrants executed in connection with a
     Revolving Credit Agreement pertaining to a $10 million line of credit
     (filed as Exhibit "4.7" to the Company's Current Report on Form 8-K dated
     March 14, 1997 and incorporated herein by reference.)    N/A

4.18 Form of warrant issued in connection with a Revolving Credit Agreement
     pertaining to a $10 million line of credit (filed as Exhibit "4.6" to the
     Company's Current Report on Form 8-K dated March 14, 1997 and incorporated
     herein by reference.)                                    N/A

10.1 Floorplan Purchase Agreement dated as of October 27, 1992 between Curtis
     Mathes Corporation and Deutsche Financial Services Corporation (f/k/a ITT
     Commercial Finance Corp.) (filed as Exhibit "10.13" to the Company's annual
     report on Form 10-K for the fiscal year ended June 30, 1995 and
     incorporated herein by reference.)                       N/A

10.2 Amendment to Floorplan Purchase Agreement dated as of April 30, 1993
     between Curtis Mathes Corporation and Deutsche Financial Services
     Corporation (f/k/a ITT Commercial Finance Corp.) (filed as Exhibit "10.14"
     to the Company's annual report on Form 10-K for the fiscal year ended June
     30, 1995 and incorporated herein by reference.)          N/A
<PAGE>
10.3 Financing Program Agreement dated as of October 27, 1992 between Curtis
     Mathes Corporation and Deutsche Financial Services Corporation (f/k/a ITT
     Commercial Finance Corp.) (filed as Exhibit "10.15" to the Company's annual
     report on Form 10-K for the fiscal year ended June 30, 1995 and
     incorporated herein by reference.)                       N/A

10.4 Amendment to Financing Program Agreement dated as of November 6, 1992
     between Curtis Mathes Corporation and Deutsche Financial Services
     Corporation (f/k/a ITT Commercial Finance Corp.) (filed as Exhibit "10.16"
     to the Company's annual report on Form 10-K for the fiscal year ended June
     30, 1995 and incorporated herein by reference.)          N/A

10.5 Amendment to Financing Program Agreement dated as of April 15, 1993 between
     Curtis Mathes Corporation and Deutsche Financial Services Corporation
     (f/k/a ITT Commercial Finance Corp.) (filed as Exhibit "10.17" to the
     Company's annual report on Form 10-K for the fiscal year ended June 30,
     1995 and incorporated herein by reference.)              N/A

10.6 Amendment to Financing Program Agreement dated as of September 8, 1993
     between Curtis Mathes Corporation and Deutsche Financial Services
     Corporation (f/k/a ITT Commercial Finance Corp.) (filed as Exhibit "10.18"
     to the Company's annual report on Form 10-K for the fiscal year ended June
     30, 1995 and incorporated herein by reference.)          N/A

10.7 Trademark License Agreement dated June 1, 1994 between Curtis Mathes
     Corporation, as Licensor, and Animated Systems and Presentations, Inc., as
     Licensee, relating to CM trademark license for LED sign systems (filed as
     Exhibit "10.25" to the Company's annual report, as amended, on Form 10-K/A
     for the fiscal year ended June 30, 1995 and incorporated herein by
     reference.)                                              N/A

10.8 Asset Purchase Agreement between Curtis Mathes Marketing Corporation and
     Hughes Training, Inc. dated as of October 25, 1994, relating to the
     purchase of the RealView technology (filed as Exhibit "10.20" to the
     Company's annual report on Form 10-K for the fiscal year ended June 30,
     1995 and incorporated herein by reference.)              N/A

10.9* Lease Agreement by and between Terry N. Worrell, Sharon C. Worrell, and
      Kay Y. Moran, Trustee, as Landlord, and Curtis Mathes Corporation, as
      Tenant, dated October 27, 1994 pertaining to the property utilized as the
      Corporate headquarters.                                 76

10.10 First Amended Partial Assignment of Rights Under Sublicense Agreement
      dated February 28, 1995 between Animated Systems and Presentations, Inc.
      and Curtis Mathes Marketing Corporation, relating to LED sign technology
      (filed as Exhibit "10.26" to the Company's annual report, as amended, on
      Form 10-K/A for the fiscal year ended June 30, 1995 and incorporated
      herein by reference.)                                   N/A

10.11 Trademark License Agreement dated February 28, 1995 between Curtis Mathes
      Corporation, as Licensor, and Curtis Mathes Marketing Corporation, as
      Licensee, relating to CM trademark license for RealView products and LED
      sign systems (filed as Exhibit "10.27" to the Company's annual report, as
      amended, on Form 10-K/A for the fiscal year ended June 30, 1995 and
      incorporated herein by reference.)                      N/A
<PAGE>
10.12 Settlement and Release Agreement dated as of March 9, 1996 between the
      Company and Deutsche Financial Services Corporation, f/k/a ITT Commercial
      Finance Corp. (filed as Exhibit "10.1" to the Company's quarterly report
      on Form 10-Q for the quarter ended March 31, 1996 and incorporated herein
      by reference.)                                          N/A

10.13 Contract for Sale of Goods dated March 15, 1996 between Curtis Mathes
      Corporation and R.S. Haas and Silverman Retail Consultants, Inc. for the
      sale of CM inventory in connection with DFS Settlement and Release
      Agreement (filed as Exhibit "10.22" to the Company's annual report on Form
      10-K for the fiscal year ended June 30, 1996 and incorporated herein by
      reference.)                                             N/A

10.14 Amended Trademark License Agreement dated as of April 17, 1996 between
      Curtis Mathes Corporation, as Licensor, and Curtis Mathes Marketing
      Corporation, as Licensee, relating to Curtis Mathes trademark license for
      uniView product category (filed as Exhibit "10.1" to the Company's
      quarterly report on Form 10-Q for the quarter ended March 31, 1997 and
      incorporated herein by reference.)                      N/A

10.15 Letter of Intent dated April 29, 1996 between Curtis Mathes Corporation,
      Warranty Repair Corporation, and Inman's Corporation  relating to CM
      warranty service (filed as Exhibit "10.23" to the Company's annual report
      on Form 10-K for the fiscal year ended June 30, 1996 and incorporated
      herein by reference.)                                   N/A

10.16 Warranty Service Agreement dated May 10, 1996 between Curtis Mathes
      Corporation, Warranty Repair Corporation, and Inman's Corporation relating
      to CM warranty service (filed as Exhibit "10.24" to the Company's annual
      report on Form 10-K for the fiscal year ended June 30, 1996 and
      incorporated herein by reference.)                      N/A

10.17 Memorandum of Asset Purchase Agreement dated June 19, 1996 between
      Warranty Repair Corporation and Inman's Corporation  relating to sale of
      WRC's parts inventory (filed as Exhibit "10.25" to the Company's annual
      report on Form 10-K for the fiscal year ended June 30, 1996 and
      incorporated herein by reference.)                      N/A

10.18 Promissory Note from Inman's Corporation to Warranty Repair Corporation
      dated June 19, 1996 relating to sale of WRC parts inventory (filed as
      Exhibit "10.26" to the Company's annual report on Form 10-K for the fiscal
      year ended June 30, 1996 and incorporated herein by reference.)  N/A

10.19 Security Agreement dated June 19, 1996 between Inman's Corporation and
      Warranty Repair Corporation relating to sale of WRC parts inventory (filed
      as Exhibit "10.27" to the Company's annual report on Form 10-K for the
      fiscal year ended June 30, 1996 and incorporated herein by reference.) N/A

10.20 Revolving Credit Agreement dated as of October 1, 1996 pertaining to a $10
      million line of credit (filed as Exhibit "10" to the Company's quarterly
      report on Form 10-Q for the fiscal quarter ended December 31, 1996 and
      incorporated herein by reference.)                      N/A

10.21 Manufacturing and Consulting Services Agreement dated as of December 6,
      1996 between Curtis Mathes Marketing Corporation and McDonald Technologies
      International, Inc., relating to the manufacture of Curtis Mathes uniView
      set-top units (filed as Exhibit "10.3" to the Company's quarterly report
      on Form 10-Q for the quarter ended March 31, 1997 and incorporated herein
      by reference.)                                          N/A
<PAGE>
10.22 Trademark License Agreement dated as of January 10, 1997 between Curtis
      Mathes Corporation, as Licensor, and Curtis Mathes Xpressway Corporation,
      as Licensee, relating to Curtis Mathes trademark license for Internet
      access and online services (filed as Exhibit "10.2" to the Company's
      quarterly report on Form 10-Q for the quarter ended March 31, 1997 and
      incorporated herein by reference.)                      N/A

10.23* Joint Venture Agreement dated as of January 20, 1997 between Curtis
       Mathes Marketing Corporation and CMLP Group, Ltd. pertaining to a tract
       of land located in the Beltwood North-Trinity Addition to the City of
       Carrollton, Dallas County, Texas.                      103

10.24 RiscOS Licence and Development Agreement dated as of February 20, 1997
      between Curtis Mathes Marketing Corporation and Acorn Computers Limited,
      relating to the license and development of the Curtis Mathes uniViewT
      technology (filed as Exhibit "10.4" to the Company's quarterly report on
      Form 10-Q for the quarter ended March 31, 1997 and incorporated herein by
      reference.)                                             N/A

10.25 Technology License and Distribution Agreement dated as of March 28, 1997
      between Curtis Mathes Marketing Corporation and Sun Microsystems, Inc.,
      relating to a license of the Java technology (filed as Exhibit "10.5" to
      the Company's quarterly report on Form 10-Q for the quarter ended March
      31, 1997 and incorporated herein by reference.)         N/A

10.26** Employment Contract with Mr. Custer dated  as  of
        April 7, 1997.                                        106

10.27** Employment Contract with Mr. Robinson dated as of
        April 7, 1997.                                        114

10.28** Stock Option Agreement with Mr. Appel dated as of
        April 7, 1997.                                        122

10.29** Stock  Option Agreement with Mr. Warren dated  as
        of April 7, 1997.                                     126

21* Subsidiaries of the Company.                              130

27* Financial Data Schedule (for EDGAR filing purposes only.) 134
_______________

*  Filed herewith.
**  Management contract or compensation plan or arrangement required
to be filed as a exhibit pursuant to Item 14 (c).