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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-Q/A
                               (AMENDMENT NO. 1)

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

                 For the quarterly period ended March 29, 1997

                                       OR

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

             For the transition period from _________ to _________

                        Commission File Number 1-11566

                                 COMPUSA INC.
            (Exact name of registrant as specified in its charter)

             DELAWARE                              75-2261497
    (State or other jurisdiction of             (I.R.S. Employer
     incorporation or organization)            Identification No.)


               14951 NORTH DALLAS PARKWAY, DALLAS, TEXAS  75240
                   (Address of principal executive offices)

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (972) 982-4000

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                             Yes    X     No 
                                  -----      -----      

The registrant had 91,242,490 shares of common stock, $.01 per share par value,
                       outstanding as of April 30, 1997.


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                          Part II - OTHER INFORMATION
 
 
Item 6.  Exhibits and Reports on Form 8-K...............................  3
 
Signatures..............................................................  4
 
Exhibit 27 - Financial Data Schedule....................................  5

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     The following item of CompUSA Inc.'s Quarterly Report on Form 10-Q for the
quarter ended March 29, 1997, and Exhibit 27 referred to therein, are hereby
amended. Such item and exhibit are set forth herein in their entirety, as
amended. The other exhibits, which are not being amended, are not being filed
with this Amendment.


                                    PART II


ITEM 6.  EXHIBITS AND REPORTS ON FROM 8-K

   (a)   Exhibits:

         3.1   Restated and Amended Certificate of Incorporation  (1)
         3.2   Restated and Amended Bylaws  (2)
         11    Computation of Income per Common and Common Equivalent Share  (3)
         27    Restated Financial Data Schedule  (3) (4)

   (b)   Reports on Form 8-K.

         None.

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         (1)   Previously filed as an exhibit to the Company's Registration
               Statement No. 1-11566 on Form 8-A/A filed December 6, 1996, as
               amended and incorporated herein by reference.
         (2)   Previously filed as an exhibit to the Company's Quarterly Report
               on Form 10-Q for the fiscal quarter ended March 26, 1994 and
               incorporated herein by reference.
         (3)   Filed herewith.
         (4)   Included with EDGAR version only.

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                                  SIGNATURES


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

                                    CompUSA Inc.



Date:  March 23, 1998               By: /S/ JAMES E. SKINNER
                                        -------------------------------------
                                        James E. Skinner
                                        Executive Vice President, Chief
                                        Financial Officer and Treasurer
                                        (Principal Financial and Accounting
                                        Officer and Authorized Officer)

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