UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION

                            Washington D.C. 20549

                                  FORM 10-K

      (Mark One)

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

                 For the fiscal year ended December 31, 1996

                                     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 0-23426
                       -------

                          REPTRON ELECTRONICS, INC.                 
             ---------------------------------------------------
           (Exact name of registrant as specified in its charter)

                Florida                             38-2081116             
------------------------------------------    -----------------------------
   (State or other jurisdiction              (I.R.S. Employer Identification
    of incorporation or organization)         Number)

                 14401 McCormick Drive, Tampa, Florida               33626
                 -------------------------------------             -------
               (Address of principal executive offices)          (Zip Code)



Registrant's telephone number, including area code: (813) 854-2351
                                                    --------------
Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  

   Title of Each Class             Name of Each Exchange on Which Registered
   -------------------             -----------------------------------------
   Common Stock, $.01 par value    None

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)

The aggregate market value of shares of the registrant's common stock held 
by non-affiliates of the registrant as of February 28, 1997, was 
                                          -----------------
approximately $71,446,800.
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The number of shares of the registrant's common stock issued and outstanding 
as of February 28, 1997 was 6,065,519.
      -----------------     ---------
Documents Incorporated by Reference:

Parts of the Company's definitive proxy statement for the Annual Meeting of 
the Company's Shareholders to be held on April 15, 1997 are incorporated by 
reference into Part III of this Form.


                           REPTRON ELECTRONICS, INC.
                                   FORM 10-K
                      Fiscal Year ended December 31, 1996


  Item 
Number in
Form 10-K                            PART I                           Page
---------                                                             ----
    1.    Business.....................................................  1
    2.    Properties................................................... 11
    3.    Legal Proceedings............................................ 11
    4.    Submission of Matters to a Vote of Security Holders.........  11
                                    PART II
    5.    Market for the Registrant's Common Stock and
          Related Stockholder Matters.................................  12
    6.    Selected Financial Data.....................................  13
    7.    Management's Discussion and Analysis of Financial
          Condition and Results of Operations.........................  13
    8.    Financial Statements and Supplementary Data.................  20
    9.    Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure......................  20
                                   PART III
   10.    Directors and Executive Officers of the Registrant..........  20
   11.    Executive Compensation......................................  20
   12.    Security Ownership of Certain Beneficial Owners
          and Management..............................................  20
   13.    Certain Relationships and Related Transactions..............  20
                                    PART IV
   14.    Exhibits, Financial Statements, Schedule,
          and Reports on Form 8-K.....................................  21


                                     PART 1


Item 1.  Business

   This document contains certain forward-looking statements regarding 
future financial condition and results of operations and the Company's 
business operations.  The words "expect," "estimate," "anticipate," 
"predict," "believe" and similar expressions are intended to identify 
forward-looking statements.  Such statements involve risks, uncertainties 
and assumptions, including industry and economic conditions, customer 
actions and other factors discussed in this and the Company's other filings 
with the Securities and Exchange Commission.  Should one or more of these 
risks or uncertainties materialize, or should underlying assumptions prove 
incorrect, actual outcomes may vary materially from those indicated.


General

   Reptron Electronics, Inc. (the "Company") is an integrated electronics 
company operating as a distributor of electronic components and a contract 
manufacturer of electronic products.  The Company was founded in 1973 as a 
distributor of electronic components and, through Reptron Distribution, is 
currently a leading national distributor of electronic components.  In 1986, 
the Company entered the contract manufacturing business through the 
acquisition of K-Byte Manufacturing.  The Company believes that its two 
business activities are complementary and serve to distinguish the Company 
from its competitors.  See "Notes to Consolidated Financial Statements, 
Note N - Financial Information About Industry Segments."

   Reptron Distribution is authorized to sell over 60 vendor lines of 
semiconductors, passive products and electromechanical components, including 
more than 35,000 different items.  Reptron Distribution sells to over 9,000 
customers representing diverse industries including robotics, 
telecommunications, computers and computer peripherals, consumer 
electronics, medical, industrial controls and contract manufacturers 
(including K-Byte Manufacturing).  Currently, Reptron Distribution operates 
20 offices located throughout the United States.

   K-Byte Manufacturing provides contract electronics manufacturing and 
design-for-manufacturability engineering services to original equipment 
manufacturers ("OEMs") representing a wide range of industries including 
telecommunications, banking and medical services.  K-Byte Manufacturing 
specializes in high quality, technologically complex printed circuit board 
assemblies with computer-automated equipment using surface mount technology 
("SMT") and pin-through-hole ("PTH") interconnection technologies for 
customers requiring low-to-medium volume production runs.  K-Byte 
Manufacturing leverages its relationship with Reptron Distribution by 
utilizing Reptron Distribution's sales force and by using Reptron 
Distribution to obtain better access to electronic components.  K-Byte 
Manufacturing's facilities are located in Gaylord and Saline, Michigan and 
Tampa, Florida.

   The Company's overall business strategy is to operate as an integrated 
electronics company, providing its customers a wide range of products and 
value-added services as well as a single source for their product, material, 
assembly and test requirements.  The Company believes that K-Byte 
Manufacturing provides Reptron Distribution with a significant advantage by 
broadening the selection of products and value-added services that can be 
offered to Reptron Distribution's customers.  Services provided to Reptron 
Distribution's customers (some of which are provided through K-Byte 
Manufacturing) include component sales, inventory replenishment programs, 
in-house stores, component programming, electronic data interchange 
("EDI"), concurrent engineering and SMT and PTH manufacturing.  Similarly, 
Reptron Distribution provides K-Byte Manufacturing with advantages by virtue 
of having access to Reptron Distribution's sales force, large customer base, 
component allocation and advantages in component purchasing.  Accordingly, 
the Company believes that the combination of its two divisions distinguishes 
the Company in the electronics industry and provides a high level of value 
to its customer base.  
                                       1

Certain Considerations  

   Dependence Upon Few Customers and Other Factors Affecting Manufacturing 
Operating Results.  K-Byte Manufacturing has a limited number of customers, 
some of which account for a significant part of its sales.  The loss of any 
one or more of these major customers, or a reduction in their level of 
purchasing, could have a material adverse effect on K-Byte Manufacturing's 
business and results of operations.  The Company's manufacturing operating 
results are affected by a number of factors, including fixed plant 
utilization, price competition, the Company's ability to keep pace with 
technological developments, the degree of automation that can be used in an 
assembly process, efficiencies that can be achieved by the Company in 
managing inventories and fixed assets, the timing of orders from major 
customers, the timing of capital expenditures in anticipation of increased 
sales, customer product delivery requirements and increased costs and 
shortages of components and labor.  In addition, because of the limited 
number of K-Byte Manufacturing's customers and the corresponding 
concentration of its accounts receivable, the insolvency or other inability 
or unwillingness of its customers to pay for its services could have a 
material adverse affect on the Company's business and results of operations.

   Absence of Long-Term Sales Contracts.  The level and timing of purchase 
orders placed by K-Byte Manufacturing's customers are affected by a number 
of factors, including variation in demand for customers' products, customer 
attempts to manage inventory and changes in the customers' manufacturing 
strategies.  The Company typically does not obtain long-term purchase orders 
or commitments but instead works with its customers to develop nonbinding 
forecasts of the future volume of orders.  Based on such nonbinding 
forecasts, the Company makes commitments regarding the level of business 
that it will seek and accept, the timing of production schedules and the 
levels and utilization of personnel and other resources.  A variety of 
conditions, both specific to each individual customer and generally 
affecting each customer's industry, may cause customers to cancel, reduce or 
delay orders that were either previously made or anticipated.  Generally, 
customers may cancel, reduce or delay purchase orders and commitments 
without penalty, except for payment for services rendered, materials 
purchased and, in certain circumstances, charges associated with such 
cancellation, reduction or delay.  Significant or numerous cancellations, 
reductions or delays in orders by customers, or any inability by customers 
to pay for services provided by the Company or to pay for components and 
materials purchased by the Company on such customers' behalf, could have a 
material adverse effect on the Company's business, financial condition and 
results of operations.

   Relationships with Vendors.  Many kinds of components distributed by 
Reptron Distribution are currently manufactured by a relatively small number 
of independent vendors.  Four vendors collectively accounted for 
approximately 37.5% of Reptron Distribution's net sales in 1996.  The 
Company does not have long-term distribution contracts with its vendors.  
These contracts are non-exclusive and typically are cancelable upon 30 days' 
written notice.  Although the Company has established close working 
relationships for existing product lines with its principal vendors, the 
Company's future success will depend, in large part, on maintaining such 
relationships and developing new relationships in connection with its 
existing and future product lines.  The loss of, or significant disruptions 
in the relationship with, one or more of Reptron Distribution's principal 
vendors could have a material adverse effect on the Company's business and 
results of operations.

   Integration of Manufacturing Customers.  K-Byte Manufacturing targets 
customers requiring the production of a wide variety of technologically 
complex printed circuit board assemblies.  The integration of new customers 
or of new products of existing customers into K-Byte Manufacturing's 
facilities and processes involves a substantial amount of start-up costs 
which are incurred prior to any sales revenue generated from these 
customers. The similtaneous start-up of several new customers could have a 
material adverse effect on K-Byte Manufacturing's business and results of 
operations.

   Availability of Components.  The Company relies on third-party suppliers 
for components used in its manufacturing process.  Component shortages 
experienced by the Company and its suppliers may materially adversely affect 
customer orders for the services of both Reptron Distribution and K-Byte 
Manufacturing.  At various times, there have been shortages of components in 
the electronics industry and currently the supply of certain electronic 
components is subject to limited allocations.  If shortages of these or 
other components should intensify or occur in the future, the Company may be 
forced to delay manufacturing and shipment or to purchase components at 
higher prices and customer demand for the Company's services may be 
materially adversely affected.  Any of these events could have a material 
adverse effect on the Company's business and results of operations.

                                      2
   Dependence Upon Employees.  The success of the Company to date has been 
largely dependent upon the efforts and abilities of the senior management 
staff.  The loss of their services for any reason could have a material 
adverse effect on the Company.  In addition, the Company's workforce is 
largely composed of highly trained individuals with long Company tenure.  
The Company's future success will be significantly influenced by its ability 
to continue to recruit, train and retain a skilled workforce.

   Availability of Workforce.  The Company has experienced significant 
growth in sales and workforce over the past several years.  The ability to 
continue this growth rate will depend upon several factors, including the 
success of recruiting and training a substantial number of new employees.  
There can be no assurance that the Company will be able to locate, train and 
integrate the additional workforce required to accomplish future growth 
plans.

   Volatility of Component Pricing.  The Company sells a significant amount 
of commodity-type components which have historically experienced volatile 
pricing.  These components include dynamic random access memory and static 
random access memory products.  If market pricing for these components 
decreases significantly, the Company may experience periods when its 
investment in component inventory exceeds the market price of such 
components.  Such market conditions could have a negative impact on sales 
and gross profit margins unless and until the Company's vendors reduce the 
cost of such components (through price protection rights, if any, outlined 
in the vendor agreements) to make them competitive.  See "Reptron 
Distribution - Vendors."

   Expansion Through Acquisitions.  The Company may expand the geographic 
scope of its operations through the acquisition of distribution businesses 
in territories that it has not yet developed.  The Company's ability to 
achieve this objective depends in part upon locating and acquiring 
distribution businesses that have the requisite customer base and vendor 
lines.  Similarly, the Company may seek to acquire contract manufacturing 
businesses located in areas that complement its distribution operations. The 
Company may compete for acquisition and expansion opportunities with 
entities which have significantly greater resources than the Company.  There 
can be no assurance that suitable acquisition candidates will be available, 
that financing for such acquisitions will be obtainable on terms acceptable 
to the Company, that such acquisitions can be consummated or that acquired 
businesses can be integrated successfully and profitably into the Company's 
operations.

   Management of Growth.  The Company has grown rapidly in recent years, 
with net sales increasing from approximately $25 million in 1986 (when the 
Company began implementing its strategy of integrating distribution with 
contract manufacturing) to approximately $269 million in 1996.  There can be 
no assurance that the Company will be able to sustain its historic rate of 
revenue growth, continue its recent profitable operations or manage any 
future growth successfully.  See "Management's Discussion and Analysis of 
Financial Condition and Results of Operations."

   Competition.  The Company faces significant competition in the markets 
served by both Reptron Distribution and K-Byte Manufacturing.  Some of the 
Company's competitors possess substantially greater resources than the 
Company.  Additionally, K-Byte Manufacturing also faces competition from 
current and prospective customers that evaluate the Company's capabilities 
against the merits of manufacturing products internally.  There can be no 
assurance that the Company will be able to continue to compete effectively 
with existing or potential competitors. See "Business - Competition."

   Environmental Compliance.  The Company is subject to a variety of 
environmental regulations relating to the use, storage, discharge and 
disposal of hazardous chemicals used during its manufacturing process.  Any 
failure by the Company to comply with current and future regulations could 
subject it to liabilities or the suspension of production.  In addition, 
such regulations could restrict the Company's ability to expand its 
facilities or could require the Company to acquire costly equipment or to 
incur other significant expenses to comply with environmental regulations.  
The Company has not experienced any material adverse effects in the past as 
a result of environmental regulations.

                                     3


Reptron Distribution

   The Company was founded in 1973 as a distributor of electronic 
components.  Most manufacturers of electronics components rely on 
independent distributors, such as the Company, to extend their marketing 
operations.  As a stocking, marketing, and financial intermediary, a 
distributor relieves the manufacturer of part of the costs associated with 
the stocking and selling of their products, including otherwise potentially 
sizable investments in inventories, accounts receivable and personnel.  At 
the same time, the distributor offers a broad range of customers the 
convenience of diverse inventory, flexible deliveries and a wide range of 
value-added services to help manage material requirements.  The growth of 
the electronics component distribution industry has been fueled by the 
growing number of electronic component manufacturers that recognize their 
distributors as essential extensions of their marketing organizations and by 
customers who recognize the value that distributors add to the total 
material procurement process

   Products.  Reptron Distribution represents over 60 vendor lines and 
distributes more than 35,000 separate items.  The products that the Company 
distributes can be broadly divided into three main groups:  semiconductors, 
passive products and electromechanical components. 

   Semiconductors accounted for approximately 75% of Reptron Distribution's 
sales in 1996.  Reptron Distribution's product offering includes application 
specific integrated circuits ("ASICs"), a variety of memory devices (e.g., 
dynamic, static, programmable) and microprocessors and controllers, produced 
by 26 vendors.  The Company represents a number of leading semiconductor 
manufacturers including Chips & Technologies, Hitachi, NEC, OKI, Orbit 
Semiconductor and Sharp.  Passive products and electromechanical components 
accounted for the remaining 25% of net sales of Reptron Distribution in 1996
 .  Among these components are capacitors, resistors, relays, power supplies, 
and connectors manufactured by over 35 vendors such as Astec, Dale, Potter & 
Brumfield and Sprague.  Reptron Distribution's largest four vendor lines 
represented 37.5% of 1996 Reptron Distribution net sales (23.4% of total 
Company net sales).

   In December 1995, Reptron Distribution created a division devoted solely 
to selling memory modules.  The name of this division is K-Byte Memory 
Module and its operating results are combined into Reptron Distribution.  
Some of the memory modules sold by this division are designed by the Company 
and manufactured by K-Byte Manufacturing.  The remainder of the memory 
modules are produced by other third parties.  This memory module division 
employs a separate sales and support staff that focuses on a different 
market niche and customer base than was previously serviced by Reptron 
Distribution.  This division sells primarily to computer integrators and 
value-added resellers.  Sales in this niche are generally characterized by 
higher volumes, lower gross profit margins and lower selling, general and 
administrative expenses than other electronic component sales generated by 
Reptron Distribution.  Sales from the memory module division have increased 
rapidly and accounted for 10.2% of Reptron Distribution's net sales in 1996.

   Services.  Reptron Distribution complements its product offerings with a 
wide range of customer services, including inventory control programs (e.g., 
bonded, in-plant store, just-in-time, point of use replenishment), component 
programming, contract manufacturing services (through K-Byte Manufacturing) 
and EDI.  These programs and services are increasingly required by customers 
because they allow customers to decrease the number of suppliers they use 
and to increase profitability.  In 1996, approximately 35% of Reptron 
Distribution sales were generated through some form of value-added service. 
 The Company believes that an increasing percentage of Reptron Distribution 
sales will be generated through its value-added services program as 
customers continue to search for ways to reduce costs in the materials 
supply chain.  The Company has invested significantly in capital equipment 
and support staff to help increase sales from value-added services.  For its 
vendors, Reptron Distribution has developed product promotion and customer 
identification programs that help vendors build recognition of individual 
products and target and market to specific types of customers.

   Vendors.  In selecting vendors to represent, Reptron Distribution 
considers numerous factors, including product demand, availability and 
compatibility with existing product lines.  Reptron Distribution has non-
exclusive, geographically limited agreements with its vendors for the sale 
of their products, which is customary in the industry.  Reptron 
Distribution's agreements with vendors do not restrict the Company from 
selling similar products manufactured by competitors of its vendors, and 
typically allow termination by either party upon 30 to 90 days' notice. 

                                      4
   It is the policy of most vendors to protect distributors, such as the 
Company, against potential write-down of inventories based upon vendors' 
price reductions or technological change.  Under the terms of most 
distributor agreements (including most of Reptron Distribution's 
agreements), if the distributor complies with certain conditions, the vendor 
is required, pursuant to price protection privileges, to credit the 
distributor for decreases in inventory value resulting from reductions in 
the vendor's list prices of the items.  In addition, under the stock 
rotation terms of many distribution agreements (including most of the 
Company's agreements), the distributor has the right to return to the vendor 
for credit against current obligations or future orders a specified portion 
of those inventory items purchased within a designated period.  A vendor 
that elects to terminate a distributor agreement is generally required to 
purchase from the distributor the total amount of its products carried in 
inventory.  Most of the components sold through the memory module division 
formed in December 1995 (see "Reptron Distribution-Products") are not 
supplied under distribution agreements with the Company's vendors, and 
consequently, this inventory is not subject to the price protection and 
stock rotation privileges previously described.

   Marketing.  Reptron Distribution has developed a focused sales strategy. 
 Large key accounts are identified in each market and field sales personnel 
are assigned to serve these accounts directly.  All other customers in each 
market are served by telemarketers from the local market or from the 
corporate headquarters.  The telemarketers also service customers in regions 
of the country where the Company does not have a sales branch office.  
Telemarketing sales accounted for approximately 6.2% of Reptron 
Distribution's net sales in 1996.

   Reptron Distribution's marketing plan also includes catalog sales, direct 
mail, print advertising, field sales events, customer identification 
programs, seminars and public relations efforts.  The Company periodically 
publishes product catalogs.  These catalogs complement the efforts of the 
sales force by extending the reach of the sales force beyond the confines of 
the established offices and by building customer awareness of Reptron 
Distribution's name and product line. 

   Training.  A key element of the Company's operating philosophy is the 
training of its employees in order to establish technical competency and to 
assist in uniform application of the Company's procedures throughout its 
office network.  Reptron Distribution maintains a formal "Reptron 
University" training program and all of Reptron Distribution's employees are 
required to participate in these training classes.  Additionally, field 
training takes place on a weekly basis in the branch offices.  The Company 
also created a 16-18 month program for developing product marketing 
managers. 

   Customers.  Reptron Distribution has over 9,000 customers located 
throughout the United States.  The largest customer of the Company, Tellabs, 
Inc., is a customer of both Reptron Distribution and K-Byte Manufacturing.  
This customer, accounts for approximately 15.7% of Reptron Distribution net 
sales, 6.9% of K-Byte Manufacturing net sales and 12.4% of total Company net 
sales.  Reptron Distribution's customers are in diverse industries, 
including robotics, telecommunications, computers and computer peripherals, 
consumer electronics, medical, industrial controls and contract 
manufacturers (including K-Byte Manufacturing).

                                      5
   Offices.  The Company leases twenty office suites serving as sales 
offices for Reptron Distribution.  These offices average approximately 2,000 
square feet in size and contain a small space for warehousing of inventory 
and sales materials. Lease terms on these facilities range from three to 
five years and expire at various dates through June 2001.  One of these 
facilities, located in the Detroit area, is owned by the chief executive 
officer of the Company.  The table below shows the location of each office 
and the date it was established. 

                   Office                                 Date Established
                   ______                                 ________________

                   Detroit, Michigan                                  1973
                   Chicago, Illinois                                  1979
                   Tampa, Florida                                     1982
                   Atlanta, Georgia                                   1985
                   Ft. Lauderdale, Florida                            1985
                   Minneapolis, Minnesota                             1986
                   Cleveland, Ohio (1)                                1988
                   Huntsville, Alabama                                1988
                   Raleigh, North Carolina                            1989
                   Philadelphia, Pennsylvania (2)                     1993
                   Baltimore, Maryland (2)                            1993
                   San Jose, California                               1994
                   Boston, Massachusetts (3)                          1995
                   Hartford, Connecticut (3)                          1995
                   Hauppauge (Long Island), New York                  1995
                   Irvine, California (4)                             1995
                   Portland, Oregon (4)                               1995
                   San Diego, California (4)                          1995
                   Seattle, Washington (4)                            1995
                   Salem, New Hampshire (5)                           1996

___________________
(1)   The Company opened an office in Columbus, Ohio in 1976, which was 
merged into the Cleveland, Ohio office in 1991. 

(2)   The Company acquired a distributor with offices in Philadelphia, 
Pennsylvania and Baltimore, Maryland in 1993. 

(3)   The Company acquired a distributor with offices in the Boston, 
Massachusetts and       Hartford, Connecticut metropolitan areas, in 1995.

(4)   The Company acquired a distributor with offices in Boston, 
Massachusetts; Irvine, California; Los Angeles, California; Portland, 
Oregon; San Diego, California; San Jose, California; and Seattle, Washington 
in 1995.  The Boston and San Jose operations were combined with the 
previously established sales offices in these territories.  The Los Angeles 
office was merged into the Irvine, California office in late 1995.

(5)   The memory module division, K-Byte Memory Module (see "Reptron 
Distribution - Products") is located at this office.

K-Byte Manufacturing

   The Company entered into the contract manufacturing business through its 
acquisition of K-Byte Manufacturing in 1986.  The basis for the development 
of the contract manufacturing industry in recent years has been the 
increasing reliance of OEMs on contract manufacturing specialists such as 
the Company for the manufacture of printed circuit board assemblies.  The 
Company expects the trend towards outsourcing to contribute to continued 
growth in the contract manufacturing industry as OEMs continue to outsource 
their manufacturing requirements and look to contract manufacturers to 
provide additional services.  Outsourcing allows OEMs to take advantage of 
the manufacturing expertise

                                    6
and capital investments of contract manufacturers, thereby enabling OEMs to 
concentrate on their core activities.   Some of the advantages OEMs 
receive as a result of outsourcing are:

      -  Reduced Time to Market.  Because of the intense competitive 
pressures and rapidly progressing technology in the electronics 
industry, OEMs are faced with increasingly short product life-cycles and 
therefore have a growing need to reduce the time required to bring a 
product to market.  OEMs can reduce their time to market by using a 
contract manufacturer's established manufacturing expertise and 
infrastructure.

      -  Minimized Capital Investment.  As electronic products have become 
more technologically advanced, the manufacturing process has become 
increasingly automated and highly intricate, and manufacturers have had 
to invest in new capital equipment at an accelerated rate.  
Manufacturing specialists enable OEMs to gain access to advanced 
manufacturing facilities and equipment, thereby reducing their overall 
capital equipment requirements.

      -  Focused Resources.  Because the electronics industry is 
experiencing greater levels of competition and more rapid technological 
change, many OEMs increasingly seek to focus their resources on 
activities and technologies that add greater value.  By offering turnkey 
manufacturing services and comprehensive electronic assembly, 
manufacturing specialists permit OEMs to focus on their core business 
activities, such as product development, marketing and distribution.

      -  Access to Leading Edge Manufacturing Technology.  Electronic 
products and electronics manufacturing technology have become 
increasingly sophisticated and complex, making it difficult for OEMs to 
maintain the necessary technological expertise in process development 
and control.  OEMs desire to work with manufacturing specialists in 
order to gain access to their process expertise and manufacturing know-
how.

      -  Improved Inventory Management and Purchasing Power.  Electronics 
industry OEMs are faced with increasing difficulties in planning, 
procuring and managing their inventories efficiently due to frequent 
design changes, short product life-cycles, large investments in 
electronic components, component price fluctuations and the need to 
achieve economies of scale in materials procurement.  OEMs can reduce 
production costs by using a manufacturing specialist's volume 
procurement capabilities and expertise in inventory management.  By 
utilizing a manufacturing specialist, OEMs frequently can better manage 
inventory costs and increase their return on assets. 

   Strategy. K-Byte Manufacturing's annual sales have grown to approximately 
$101 million in 1996.  The Company follows a very specific strategy in its 
contract manufacturing business which includes the following key elements:

   Target Customers Requiring Low-to-Medium Volume Production of Multiple 
Products.  K-Byte Manufacturing focuses on complex assemblies in low-to-
medium volumes for commercial and industrial customers.  The Company has not 
been, and does not intend to become, a manufacturer of high volume printed 
circuit board assemblies for personal computers, consumer oriented products 
or the automotive industries, which typically have relatively low gross 
profit margins.  K-Byte Manufacturing targets customers requiring a high 
number of different circuit board assemblies thereby minimizing the exposure 
to any one product produced for a specific customer.  This market niche 
typically generates higher gross profit margins than the high volume sector. 
 K-Byte Manufacturing focuses on the low-to-medium volume batch business 
because of its general reduced volatility.  The Company believes that this 
policy also assists in attaining its goal of a stable customer base for 
K-Byte Manufacturing.  K-Byte Manufacturing has access to a significant 
number of these types of customers through its relationship with Reptron 
Distribution.

   Target Customer Relationships where K-Byte Manufacturing is the Primary 
Source.  K-Byte Manufacturing seeks engagements with customers that have 
decided to strategically outsource substantially all circuit board assembly. 
 Consequently, K-Byte Manufacturing markets its services as a "partnership" 
with the customer and encourages the customer to view K-Byte Manufacturing 
as an extension of its own manufacturing capabilities.  The Company attempts 
to avoid relationships where K-Byte Manufacturing is used as an overflow 
supplier to level peak volume periods for its customers.

   Establish a Balance Among Customers and Industries Served.  The Company 
targets customers in the telecommunications, medical devices, banking and 
industrial controls/instrumentation industries and seeks to maintain a 

                                     7
balance of customers among these industries and within each industry.  By 
balancing its operations among industries and customers, the Company seeks 
to avoid becoming dependent on any one industry or customer.  In addition, 
the Company believes that the industries that it targets produce products 
that generally have longer life cycles, more stable demand and less price 
pressure compared to consumer oriented products.

   The K-Byte Manufacturing approach to the contract manufacturing industry 
has proven to be successful as sales and the customer base have increased 
every year since K-Byte Manufacturing was acquired in 1986.

   Manufacturing Operations.  K-Byte Manufacturing provides turnkey 
manufacturing services, including the purchase of customer-specified 
components from its extensive network of component suppliers (including 
Reptron Distribution), assembly of components onto printed circuit boards 
and performance of post-production testing. K-Byte Manufacturing is a 
service operation that complements the value-added services sold by Reptron 
Distribution.  In certain engagements, the Company completes the assembly of 
the customers' products by integrating printed circuit board assemblies into 
other elements of the customers' products (sometimes referred to as total 
"box build").  Approximately 21% of K-Byte Manufacturing's 1996 revenue was 
generated by total box build assembly.  K-Byte Manufacturing attempts to 
undertake as much of a given manufacturing process as is feasible and 
generally does not perform labor-only, consignment assembly functions unless 
they provide a direct route to turnkey contracts.

   K-Byte Manufacturing provides design-for-manufacturability engineering 
services as well as SMT conversion and printed circuit board layout services 
for existing products.  The Company also provides test process design 
capabilities that include the design and development of test fixtures and 
procedures and software for both in-circuit tests and functional tests of 
circuit boards, components and products.

   In its manufacturing services, the Company offers both SMT and PTH 
interconnection technologies.  SMT is a computer-automated process that 
allows the placement of a higher density of components directly on both 
sides of a printed circuit board.  The SMT process is a more recent 
advancement over the mature PTH technology which normally permits electronic 
components to be attached to only one side of a printed circuit board by 
inserting components into holes drilled through the board.  The SMT process 
allows OEMs to use advanced circuitry, while at the same time permitting the 
placement of a greater number of components on a printed circuit board 
without having to increase the size of the board.  By allowing increasingly 
complex circuits to be packaged with the components placed in closer 
proximity to each other, SMT greatly enhances circuit processing speed and 
thus board and system performance.  The SMT process allows a reduction in 
the number of printed circuit boards required per system and allows the use 
of more fully automated production processes.

   K-Byte Manufacturing performs PTH assembly both manually and with 
computer-automated component insertion and soldering equipment.  Although 
SMT is the leading interconnection technology, the Company intends to 
continue providing PTH assembly services for its customers.  PTH is of 
continuing viability because most printed circuit boards assembled using SMT 
require some PTH assembly.  In addition, certain current and prospective 
customers have not shifted or do not wish to change their manufacturing 
process to utilize SMT.

K-Byte Manufacturing considers its key competitive advantages to include its 
expertise in low-to-medium volume, flexible batch processing, its provision 
for value-added services and its material management techniques (as a result 
of its integration with Reptron Distribution).  Management believes that 
K-Byte Manufacturing's expertise in flexible, batch processing 
differentiates it from its high-volume competitors due to the difficulty of 
economically fulfilling a large number of batch contracts.  K-Byte 
Manufacturing's focus on low-to-medium volume batch processing, resulted in 
the manufacture of approximately 2,000 different types of circuit board 
assemblies generating approximately $101 million in net sales in 1996.

   K-Byte Manufacturing is able to manage its materials procurement and 
inventory management functions in a highly efficient manner through its 
relationship with Reptron Distribution.  The inherent scheduling and 
procurement challenges in low-to-medium volume production of a high number 
of different circuit board assemblies requires a high level of expertise in 
material procurement.  K-Byte Manufacturing currently manages a supply chain 
that provides approximately 56,000 different part types which are required 
to produce approximately 2,000 different types of circuit board assemblies. 
 The Company developed this materials procurement competency through its 
experience as a component distributor.

                                     8
   Marketing and Customers.  K-Byte Manufacturing focuses on a very specific 
niche within the contract manufacturing industry.  Generally, the Company 
will pursue opportunities with customers that meet the following criteria:

       -     Requires low-to-medium volume circuit board assembly.

       -     Requires a high number of different types of circuit board 
assemblies to be produced.

       -     K-Byte Manufacturing becomes the primary source.

       -     Operates in growth industries including telecommunications, 
medical devices and industrial applications (the Company 
specifically avoids the personal computer industry, automotive 
industry and consumer products.)

       -     Desires to invest and commit to a long-term manufacturing 
relationship.

       -     Requires turnkey assembly only with emphasis on engagements 
requiring total box build and engineering support services.

   Training.  The Company believes that its highly trained and productive 
work force is an essential element in its ability to compete effectively and 
the Company is committed to continuous substantial investment in training 
its employees.  K-Byte Manufacturing has developed a formal training program 
taught by Company employees at an in-house "K-Byte Academy," which includes 
classes in technical training and employee personal skills in areas such as 
communication, team building and leadership.  Additionally, K-Byte 
Manufacturing cross-trains its employees to perform multiple job functions. 

   Manufacturing Facilities.  K-Byte Manufacturing operates from plants 
located in Gaylord and Saline, Michigan and Tampa, Florida.  The Gaylord, 
Michigan facility is owned by the Company and was constructed in 1988.  The 
Company completed a 22,000 square foot addition to this plant in 1995 at a 
cost of approximately $700,000.  The Gaylord facility now totals 
approximately 72,000 square feet.  The Tampa manufacturing plant was 
originally housed in the corporate headquarters facility.  In the first 
quarter of 1997, the Company completed the construction of a 150,000 square 
foot manufacturing and warehouse facility located adjacent to the corporate 
headquarters building in Tampa.  K-Byte Manufacturing completed the move 
into this new facility in the first quarter of 1997.  Both of these 
manufacturing facilities are highly automated and capable of producing 
assemblies and sub-assemblies in high, medium and low volume runs.  They are 
equipped with advanced SMT assembly equipment and PTH insertion equipment.  
The Company has a variety of automated and manual test equipment capable of 
performing in-circuit and functional testing, as well as a skilled staff of 
technicians who perform customer-specific or product-specific testing 
requirements. 

   The Saline, Michigan plant is located in a 15,000 square foot, rented 
building.  This facility is equipped for prototype assembly and shorter 
production runs, services that cannot be efficiently provided at the larger 
plants.  The Company believes the three facilities, depending on product 
mix, can accommodate approximately $225 million in annual contract 
manufacturing net sales based on the types of business currently transacted 
by K-Byte Manufacturing.

Competition

   Both Reptron Distribution and K-Byte Manufacturing face substantial 
competition.  Many of the Company's competitors in each division have 
significantly greater financial resources and broader name recognition than 
the Company.  Reptron Distribution faces competition from hundreds of 
electronic component distributors of various sizes, locations and market 
focuses (e.g., military, commercial, consumer) and competes principally on 
the basis of product selection and value-added customer service.  Vendor 
representation and product diversity create a segmentation among 
distributors.  Reptron Distribution has several primary competitors that 
carry similar significant Japanese semiconductor vendors.  Reptron 
Distribution attempts to differentiate itself from these competitors through 
its wide offering of value-added services including contract manufacturing 
(through K-Byte Manufacturing).

   K-Byte Manufacturing competes in a highly fragmented market composed of a 
diverse group of U.S. based contract manufacturers.  The Company believes 
that the primary bases of competition in its markets are manufacturing 
flexibility, price, manufacturing quality, advanced manufacturing technology 
and reliable delivery.  Many contract manufacturers 

                                      9
operate high-volume facilities and focus on target markets, such as the 
computer industry, that K-Byte Manufacturing does not directly seek to 
serve.  The Company believes that by focusing on low-to medium-volume 
productions, by manufacturing products using Reptron Distribution's product 
line and by leveraging Reptron Distribution's sales force and customer base, 
K-Byte Manufacturing can compete effectively.

Management Information Systems

   The Company has made significant investments in computer hardware, 
software and Management Information Systems ("MIS") personnel. The MIS 
department totals 14 individuals who are responsible for hardware upgrades, 
maintenance of current software and related data bases and augmenting 
software packages with custom programming. 

   The Company operates MIS for both Reptron Distribution and K-Byte 
Manufacturing with UNIX-based software packages written in a fourth 
generation language.  Reptron Distribution operates an integrated 
distribution software package that has been greatly enhanced with custom 
programming.  This system allows management to direct the entire Reptron 
Distribution operation by connecting all twenty sales offices to the 
corporate headquarters.  In 1996, Reptron Distribution significantly 
upgraded the software which operates its main warehouse in Tampa, Florida.  
This upgrade combines bar code technology with sophisticated conveyor 
systems and random storage of electronic components.  The entire warehouse 
system is controlled and organized by software written and implemented by 
the Company's MIS staff.  The Reptron Distribution software package 
accommodated the integration of two businesses purchased in 1995 and is 
expected to be sufficient for the Company's growth strategy.  K-Byte 
Manufacturing operates an integrated MRP II package which has also been 
greatly enhanced by the Company's MIS staff through custom programming.  
This system is used to operate and integrate all three manufacturing plants 
with central administrative functions.  The K-Byte Manufacturing software 
system is also expected to accommodate the Company's growth strategy.

   The UNIX-based software used by the Company may be operated on a variety 
of hardware platforms.  Therefore, the Company is not restricted to the use 
of computer hardware from any one supplier and does not have the constraints 
associated with proprietary hardware or software. 

   The Company will be converting its present hardware and software systems 
to a client server based system beginning in 1997.  This Windows based 
system should improve productivity and facilitate the integration of 
internet and intranet software applications.  The Company currently 
maintains a web home page that provides a wide variety of information as 
well as links to vendors and customers.  The internet address is: http:// 
www.reptron.com.

Backlog

   Backlog of Reptron Distribution as of December 31, 1996 was approximately 
$36.6 million, as compared to approximately $49.3 million at December 31, 
1995.  Reptron Distribution includes in backlog only those product shipment 
orders for which a confirmed customer order has been received on the date on 
which the backlog is computed.  A growing percentage of Reptron 
Distribution's sales are generated through its in-plant store value-added 
program (See "Business-Reptron Distribution-Services").  These orders are 
not included in backlog as the booking and billing are both recorded when 
the customer pulls inventory from the in-plant store.  In 1996, 19.8% of 
Reptron Distribution's sales were generated by in-plant stores as compared 
to 8.9% in 1995.  Backlog for K-Byte Manufacturing totaled $38.8 million as 
of December 31, 1996 and $27.9 million as of December 31, 1995.  K-Byte 
Manufacturing includes in backlog only specific purchase orders or product 
releases that it has received under manufacturing agreements it has 
established with customers.  Typically, customers release orders to K-Byte 
Manufacturing in 120-day increments.  Because of the possibility of customer 
changes in delivery schedules, cancellations of orders and potential delays 
in product shipment and performance, the Company's backlog on any particular 
date may not be representative of revenues for any succeeding period. 

Employees

   As of January 1, 1997, the Company employed 1,242 persons, of whom 
328 were dedicated to Reptron Distribution, 889 were dedicated to K-Byte 
Manufacturing and 25 were corporate employees.  The Company has no 
collective bargaining agreements with any of its employees, has never 
experienced any material labor disruption and is not aware of any current 
efforts or plans to organize its employees.

                                        10
Item 2.    Properties

   The Company occupies a number of facilities located throughout the United 
States.  Currently, it operates three manufacturing facilities, twenty sales 
offices, one main warehouse and a corporate headquarters facility.

   Owned facilities.  The Company owns a 77,500 square foot facility in 
Tampa, Florida which houses centralized corporate support personnel, 
management staff and executive offices for Reptron Distribution and K-Byte 
Manufacturing.  The Tampa sales office and telemarketing operations for 
Reptron Distribution are also located in this facility.  The Company also 
owns a 150,000 square foot facility located on property adjacent to the 
corporate headquarters facility.  The Tampa K-Byte Manufacturing plant and 
the main warehouse for Reptron Distribution occupy this 150,000 square foot 
facility.  This new building was completed in the first quarter of 1997 at a 
cost of approximately $8.0 million, exclusive of land costs.  These two 
buildings, located in Tampa, Florida, have been financed through a portion 
of the Company's long-term revolving credit facility (see "Management's 
Discussion and Analysis of Financial Condition and Results of Operations - 
Liquidity and Capital Resources").  The debt outstanding on these 
facilities totaled approximately $9.3 million as of December 31, 1996.

   The Company also owns a 72,000 square foot K-Byte Manufacturing facility 
in Gaylord, Michigan.  This plant was constructed in 1988 and a 22,000 
square foot addition was completed in the fourth quarter of 1995.  The 
Gaylord facility is subject to two mortgages totaling approximately 
$983,000.

   Leased facilities.  The Company leases a 15,000 square foot facility in 
Saline, Michigan which houses a K-Byte Manufacturing plant designed to 
service smaller production runs.  The Company also leases twenty office 
suites serving as sales offices for Reptron Distribution.  These offices 
average approximately 2,000 square feet in size and contain a small space 
for warehousing inventory and sales materials.  Lease terms on these offices 
range from three to five years and expire at various dates through June, 
2001.  One of these locations, in the Detroit area, is owned by the Chief 
Executive Officer of the Company.


Item 3.    Legal Proceedings

   The Company is, from time to time, involved in litigation relating to 
claims arising out of its operations in the ordinary course of business.  
The Company believes that none of these claims which were outstanding as of 
December 31, 1996 should have a material adverse impact on its financial 
condition or results of operations.


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

   No matters were submitted to a vote of the Company's security holders 
during the fourth quarter of the fiscal year ending December 31, 1996.

                                      11

                                       PART II

Item 5.    Market for the Registrant's Common Stock and Related Stockholder 
Matters

   The Company's common stock is traded on The NASDAQ National Market System 
under the symbol "REPT".  The following table sets forth for the periods 
indicated, the high and low closing prices of the common stock as reported 
by The NASDAQ National Market System.  

Fiscal 1995                              High          Low
-----------                              ----          ---
First Quarter                          $13 7/8       $ 8 3/4
Second Quarter                         $16           $12 5/8
Third Quarter                          $18 1/8       $14
Fourth Quarter                         $18 1/8       $13 1/2

Fiscal 1996                              High         Low
-----------                              ----         ---
First Quarter                          $16 1/2       $12 1/2
Second Quarter                         $19           $14 3/4
Third Quarter                          $18 1/2       $15 1/4
Fourth Quarter                         $20 3/4       $16 1/2


   On February 28, 1997, the last sale price of the common stock as reported 
by The NASDAQ National Market System was $22 3/4 per share.

   As of February 28, 1997 there were approximately 130 holders of record of 
the Company's common stock and approximately 2,000 beneficial shareholders.

   The Company has never declared or paid dividends on its common stock.  
The Company does not intend for the foreseeable future to declare or pay any 
cash dividends and intends to retain earnings, if any, for the future 
operation and expansion of the Company's business.  The Company's current 
line of credit restricts the payment of dividends to the lesser of $1.0 
million or 25% of net income in any fiscal year without the approval of the 
lenders. 

                                           12



Item 6.    Selected Financial Data
<TABLE>
   The following table summarizes selected financial data of the Company and should be read in conjunction 
with Financial Statements and Notes thereto and "Management's Discussion and Analysis of Financial Condition 
and Results of Operations" included elsewhere herein. 

                                                    Year Ended December 31,
                                       ----------------------------------------------
                                        1992        1993        1994        1995        1996
                                     ---------   ---------   ---------   ---------   ---------
                                      (In thousands, except share and per share data)
<S>                                 <C>         <C>         <C>         <C>         <C>  
Operating Statement Data:

Net sales, Reptron Distribution     $   48,872  $   71,346  $   96,003  $  140,146  $  168,279
Net sales, K-Byte Manufacturing         34,541      55,661      68,002      83,198     100,658
                                     ---------   ---------   ---------   ---------   ---------

   Total net sales                  $   83,413  $  127,007  $  164,005  $  223,344  $  268,937
                                     =========   =========   =========   =========   =========
Gross profit, Reptron Distribution  $    9,968  $   15,245  $   18,780  $   27,500  $   34,364
Gross profit, K-Byte Manufacturing       4,613       9,023      11,431      12,663      17,485
                                     ---------   ---------   ---------   ---------   ---------
   Total gross profit                   14,581      24,268      30,211      40,163      51,849
Selling, general and administrative
   expenses                             11,217      16,455      19,051      26,586      35,023
                                     ---------   ---------   ---------   ---------   ---------
Operating income                         3,364       7,813      11,160      13,577      16,826
Interest expense                         1,363       1,811       1,474       2,767       4,025
                                     ---------   ---------   ---------   ---------   ---------
Earnings before income taxes             2,001       6,002       9,686      10,810      12,801
Income taxes                               807       2,400       3,823       4,324       5,148
                                     ---------   ---------   ---------   ---------   ---------
Net earnings                        $    1,194  $    3,602  $    5,863  $    6,486  $    7,653
                                     =========   =========   =========   =========   =========
Net earnings per share              $      .27  $      .81  $     1.03  $     1.05  $     1.24
                                     =========   =========   =========   =========   =========
Weighted average number of shares
 used in computing above amounts     4,442,069   4,442,069   5,713,808   6,170,265   6,179,231
                                     =========   =========   =========   =========   =========
</TABLE>
<TABLE>
                                                            December 31,
                                     ---------------------------------------------------------
                                        1992        1993        1994        1995        1996
                                     ---------   ---------   ---------   ---------   ---------
                                                            (In thousands)
<S>                                <C>          <C>         <C>         <C>         <C>
Balance Sheet Data:
Working capital                    $    15,660  $   28,328  $   40,490  $   75,629  $   77,231
Total assets                            30,710      51,917      70,073     133,738     138,632
Long-term obligations, including
  note payable and current portion      15,763      28,797      20,798      65,110      67,345
Shareholders' equity                     3,834       7,436      34,415      40,948      48,690
</TABLE>



Item 7.   Management's Discussion and Analysis of Financial Condition and 
Results of Operations

   This discussion contains certain forward-looking statements regarding 
future financial condition and results of operations and the Company's 
business operations.  The words "expect," "estimate," "anticipate," 
"predict," "believe" and similar expressions are intended to identify 
forward-looking statements.  Such statements involve risks, uncertainties 
and assumptions, including industry and economic conditions, customer 
actions and other factors discussed in this and the Company's other filings 
with the Securities and Exchange Commission.  Should one or more of these 
risks or uncertainties materialize, or should underlying assumptions prove 
incorrect, actual outcomes may vary materially from those indicated.

                                      13

General

   Reptron Electronics, Inc. is an integrated electronics company operating 
as a distributor of electronic components and a contract manufacturer of 
electronic products.

   Reptron Distribution has 20 sales offices, located throughout the United 
States, which are supported from the corporate headquarters in Tampa.  The 
Tampa headquarters maintains centralized operations including corporate 
product marketing, component programming, MIS, warehousing and division 
senior management. Each branch sales office is connected to the Tampa 
headquarters electronically by computer data lines.

   Reptron Distribution sales are recognized upon shipment.  Net sales from 
Reptron Distribution to K-Byte Manufacturing are eliminated for Financial 
Statement presentation.  Cost of sales for Reptron Distribution includes 
only the costs of materials (electronic components).  Selling, general and 
administrative expenses include salaries, sales commissions, fringe 
benefits, telephone, training, rent, insurance, travel, entertainment, and 
all other costs required to operate the division, including corporate 
overhead charges.

   In 1986, the Company began implementing its current strategy of 
integrating contract manufacturing with electronics distribution with its 
acquisition of K-Byte Manufacturing, which primarily offers contract 
manufacturing services to its customers on a turnkey basis pursuant to 
customer designs.  In turnkey contracts, K-Byte Manufacturing purchases the 
electronic components and other material used in assembly and charges for 
these items in addition to its labor and manufacturing costs.  For strategic 
reasons, K-Byte Manufacturing does not pursue consignment business, in which 
the customer supplies the product material and pays only for labor and 
manufacturing costs.  The Company believes that by retaining total 
responsibility for material procurement it can achieve greater control of 
the manufacturing process and can leverage the strengths of Reptron 
Distribution.  K-Byte Manufacturing's contracts with customers address the 
customer's obligations relative to cancellation, component price increases, 
engineering change notices, inventory (stores, work-in-process and vendor 
stock) and payment terms.

   K-Byte Manufacturing sales are recognized upon shipment.  Cost of goods 
sold for K-Byte Manufacturing includes the cost of materials, labor and 
manufacturing overhead.  K-Byte Manufacturing's selling, general and 
administrative expenses include management and administrative salaries, 
travel, entertainment, office expenses and corporate overhead charges.

   The Company has centralized many of its operations, including finance, 
accounting, legal, credit and collections, MIS, human resources and senior 
management.  These functions are performed by personnel in the corporate 
headquarters in Tampa, who serve both divisions of the Company.  Certain 
economic and integration benefits are realized
by centralizing these functions, and costs associated with these centralized 
functions are allocated to each division through corporate overhead charges. 
 Additionally, each division can concentrate on its core business and focus 
on serving customers without being distracted by administrative issues.  The 
Company believes that through this centralization it can better control 
overhead expenses and spread the costs of centralized functions over a 
larger sales base, that can expand as a result of internal growth and 
acquisitions.  Management believes this centralization also helps the 
Company in its continuous efforts to reduce overhead expenses relative to 
sales and thereby increase profitability.

                                      14
Results of Operations

   The following table sets forth, for the periods indicated, the percentage 
of the Company's net sales represented by each line item presented, except 
for Reptron Distribution and K-Byte Manufacturing gross profit, which is 
presented as a percentage of net sales of the respective segments:

                                                  Year Ended December 31,
                                              ------------------------------
                                                1994       1995       1996
                                              --------   --------   --------
Net sales, Reptron Distribution ..............   58.5%      62.7%      62.6%
Net sales, K-Byte Manufacturing ..............   41.5       37.3       37.4
                                              --------   --------   --------
   Total net sales ...........................  100.0%     100.0%     100.0%
                                              ========   ========   ========
Gross profit, Reptron Distribution ...........   19.6%      19.6%      20.4%
                                              ========   ========   ========
Gross profit, K-Byte Manufacturing ...........   16.8%      15.2%      17.4%
                                              ========   ========   ========
Total gross profit ...........................   18.4%      18.0%      19.3%
Selling, general and administrative expenses ..   11.6       11.9       13.0
                                              --------   --------   --------
Operating income ..............................    6.8        6.1        6.3
Interest expense ..............................     .9        1.2        1.5
                                              --------   --------   --------
Earnings before income taxes .................    5.9%       4.9%       4.8%
                                              ========   ========   ========
Net Earnings .................................    3.6%       2.9%       2.8%
                                              ========   ========   ========


1996 Compared to 1995

   Net Sales.  Total net sales increased $45.6 million, or 20.4%, from 
$223.3 million in 1995 to $268.9 million in 1996.

   Reptron Distribution net sales increased $28.2 million, or 20.1%, from 
$140.1 million in 1995 to $168.3 million in 1996.  Net sales generated from 
locations added as a result of the 1995 acquisitions of Cronin Electronics 
and Western Micro Technology totaled approximately $30.4 million during 
1996, of which approximately $7.0 million represents an increase for the 
period that these locations did not operate during 1995.  The memory module 
division, established in December, 1995, generated an increase in net sales 
of approximately $17.2 million.  Approximately $800,000 of the net sales 
increase was generated by a new sales branch.  The remainder of the net 
sales increase, approximately $3.2 million, or 2.3%, was generated by sales 
offices with greater than twelve months of sales history with Reptron 
Distribution.  The largest customer of the Company, Tellabs, Inc., is a 
customer of both Reptron Distribution and K-Byte Manufacturing.  This 
customer, accounts for approximately 15.7% of Reptron Distribution net 
sales, 6.9% of K-Byte Manufacturing net sales and 12.4% of total Company net 
sales.  The highest volume sales office accounted for 21.4% of total Reptron 
Distribution net sales.

   Sales of semiconductors accounted for 74.8% of 1996 Reptron 
Distribution's net sales, with the remaining sales generated from passive 
components (20.2%) and electromechanical components (5%).  The percentage of 
1996 revenue derived from semiconductor sales increased from 73.8% in 1995, 
primarily as a result of sales generated by the memory module division, 
established in December, 1995.  Reptron Distribution's major vendor lines 
remained relatively stable in 1996, with sales generated from the top four 
vendors accounting for approximately $63.0 million, or 37.5% of Reptron 
Distribution's 1996 net sales.

   K-Byte Manufacturing net sales increased $17.5 million, or 21.0%, from 
$83.2 million in 1995 to $100.7 million in 1996.  Sales to new customers 
accounted for approximately $4.5 million of increased sales in 1996.  The 
remainder of the increase in net sales, approximately $13.0 million, was 
generated by the previously existing K-Byte Manufacturing customer 

                                     15
base.  K-Byte Manufacturing transacted business with approximately 35 
customers in 1996 with the largest three customers representing 
approximately 16.1%, 10.1% and 8.9%, respectively, of K-Byte Manufacturing 
1996 net sales (6.0%, 3.7% and 3.3% of total Company net sales).  Sales to 
customers in the telecommunications industry accounted for 22.3% of K-Byte 
Manufacturing 1996 net sales, while sales to customers in the banking 
industry accounted for 20.2% of net sales, and sales to the medical industry 
accounted for 15.1% of net sales.

   The Tampa, Florida manufacturing plant accounted for 60.4% of 1996 K-Byte 
Manufacturing net sales, with the Gaylord, Michigan plant totaling 36.0% of 
net sales and the Saline, Michigan, short production run plant accounting 
for the remaining 3.6%.

   Gross Profit.  Total gross profit increased $11.6 million, or 29.1%, from 
$40.2 million in 1995 to $51.8 million in 1996.  The gross profit percentage 
for the Company increased from 18.0% in 1995 to 19.3% in 1996.

   Reptron Distribution's gross profit increased $6.9 million, or 25.0%, 
from $27.5 million in 1995 to $34.4 million in 1996 and the gross profit 
percentage increased from 19.6% in 1995 to 20.4% in 1996.  Fourth quarter 
gross profit percentage increased from 19.0% in 1995 to 20.8% in 1996.  This 
increase in gross profit percentage was generated despite the negative 
impact of lower margin sales generated by the memory module division.  Sales 
in this niche are characterized by high volumes, lower gross profit margins 
and lower selling and administrative expenses than other electronic 
component sales generated by Reptron Distribution.  The increase in fourth 
quarter and annual gross profit margins in 1996 is primarily the result of 
an increase in the percentage of sales that were generated from Reptron 
Distribution's value-added services.  Value-added sales generally carry 
higher gross profit percentages than traditional electronic component sales.

   K-Byte Manufacturing's gross profit increased $4.8 million, or 38.1%, 
from $12.7 million in 1995 to $17.5 million in 1996.  The gross profit 
percentage increased from 15.2% in 1995 to 17.4% in 1996. Fourth quarter 
gross profit percentage increased from 14.3% in 1995 to 18.7% in 1996.  
Price reductions for many types of electronic components used by K-Byte 
Manufacturing have helped improve annual and fourth quarter gross profit 
margins.  In addition, the increase in net sales has resulted in higher 
fixed overhead cost absorption allowing for higher gross profit margins.

   Selling, General, and Administrative Expenses.  Selling, general and 
administrative expenses increased $8.4 million, or 31.7%, from $26.6 million 
in 1995 to $35.0 million in 1996.  These expenses, as a percentage of net 
sales, increased from 11.9% in 1995 to 13.0% in 1996.  The Western Micro 
Technology and Cronin Electronics acquisitions accounted for approximately 
$1.1 million of the increase in selling, general and administrative 
expenses.  The remainder of the increase resulted from higher variable costs 
associated with the increase in net sales.

   Interest Expense.  Interest expense increased $1.2 million, or 45.5%, 
from $2.8 million in 1995 to $4.0 million in  1996.  This increase resulted 
primarily from an increase in the average outstanding working capital debt 
of approximately $16.0 million or 46.7% from $34.3 million during 1995 to 
$50.3 million during 1996.  The Western Micro Technology and Cronin 
Electronics acquisitions resulted in cash expenditures totaling 
approximately $12.6 million.  These acquisitions, along with substantial 
increases in net sales, have required significantly higher amounts of 
working capital bank debt.

                                      16
1995 Compared to 1994

   Net Sales.  Total net sales increased $59.3 million, or 36.2%, from 
$164.0 million in 1994 to $223.3 million in 1995.

   Reptron Distribution net sales increased $44.1 million, or 46.0%, from 
$96.0 million in 1994 to $140.1 million in 1995.  Net sales generated from 
the Cronin Electronics and Western Micro Technology acquisitions accounted 
for approximately $20.1 million of the increase in net sales.  The remainder 
of the net sales increase (approximately $24.0 million, or 25.0% over 1994 
net sales) was generated by the previously established offices of Reptron 
Distribution.  No single branch office accounted for greater than 12.6% of 
Reptron Distribution net sales and the largest customer represented 6.4% of 
Reptron Distribution net sales (4.0% of total Company net sales).

   Sales of semiconductors accounted for 73.8% of 1995 Reptron 
Distribution's net sales, with the remaining sales generated from passive 
components (21.0%) and electromechanical components (5.2%).  The percentage 
of 1995 revenue generated by semiconductor sales increased in the second 
half of 1995, primarily as a result of the purchase of Western Micro 
Technology.  Western Micro Technology generated all of its revenue from 
semiconductor sales prior to the acquisition.  Reptron Distribution's major 
vendor lines remained relatively stable in 1995 with sales generated from 
the top five vendors increasing $39.3 million in 1995.  Sales from new 
vendor lines accounted for $9.0 million of 1995 Reptron Distribution net 
sales.

   K-Byte Manufacturing net sales increased $15.2 million, or 22.3%, from 
$68.0 million in 1994 to $83.2 million in 1995.  Sales to four major new 
customers accounted for approximately $21.1 million of increased sales in 
1995.  These increases were partially offset by the intentional reduction in 
sales of approximately $3.0 million to a financially troubled customer.  The 
remainder of the change in net sales resulted from differing customer 
requirements in 1995.  K-Byte transacted business with approximately 25 
customers in 1995 with the largest three customers representing 
approximately 15.1%, 9.4% and 8.1%, respectively, of K-Byte Manufacturing 
1995 net sales (5.6%, 3.5% and 3.0% of total Company net sales).  Sales to 
customers in the telecommunications industry accounted for 27.9% of K-Byte 
Manufacturing 1995 net sales, while sales to customers in the banking 
industry accounted for 20.4% of net sales, and sales to the medical industry 
accounted for 10.6% of net sales.

   The Tampa, Florida manufacturing plant accounted for 58.7% of 1995 K-Byte 
Manufacturing net sales, with the Gaylord, Michigan plant totaling 36.8% of 
net sales and the Saline, Michigan, short production run plant accounting 
for the remaining 4.5%.  The percentage of K-Byte Manufacturing net sales 
generated from the Tampa, Florida facility increased 6.2% in 1995 resulting 
primarily from three new customers placing orders with this plant.

   Gross Profit.  Total gross profit increased $10.0 million, or 32.9%, from 
$30.2 million in 1994 to $40.2 million in 1995.  The gross profit percentage 
for the Company decreased from 18.4% in 1994 to 18.0% in 1995.

   Reptron Distribution's gross profit increased $8.7 million, or 46.4%, 
from $18.8 million in 1994 to $27.5 million in 1995 and the gross profit 
percentage remained unchanged at 19.6% in both 1994 and 1995.  However, 
fourth quarter gross profit percentage decreased from 19.9% in 1994 to 19.0% 
in 1995.  This fourth quarter reduction resulted primarily from 
semiconductor sales generated on the West Coast from the Western Micro 
Technology acquisition because this region is characterized by higher sales 
volumes at lower gross profit margins.  Additionally, pricing for certain 
memory components decreased in the fourth quarter resulting in lower gross 
profit margins.

   K-Byte Manufacturing's gross profit increased $1.2 million, or 10.8%, 
from $11.4 million in 1994 to $12.7 million in 1995.  The gross profit 
percentage decreased from 16.8% in 1994 to 15.2% in 1995.  The decrease in 
K-Byte gross profit margins resulted primarily from a change in the mix of 
business and continues to reflect a very competitive industry.

   Selling, General, and Administrative Expenses.  Selling, general and 
administrative expenses increased $7.5 million, or 39.6%, from $19.1 million 
in 1994 to $26.6 million in 1995.  These expenses, as a percentage of net 
sales, increased from 11.6% in 1994 to 11.9% in 1995.   The Western Micro 
Technology and Cronin Electronics acquisitions accounted for approximately 
$3.4 million of the increase in selling, general and administrative 
expenses.  The remainder of the increase resulted from higher variable costs 
associated with the increase in net sales.

                                     17
   Interest Expense.  Interest expense increased $1.3 million, or 87.7%, 
from $1.5 million in 1994 to $2.8 million in 1995, primarily as a result of 
higher levels of working capital debt incurred in 1995.  The Western Micro 
Technology and Cronin Electronics acquisitions resulted in cash expenditures 
totaling approximately $12.6 million.  These acquisitions, along with 
substantial increases in net sales, have required significantly higher 
amounts of working capital bank debt.  Borrowings under the bank credit line 
increased from $16.0 million on December 31, 1994 to $52.1 million on 
December 31, 1995.

Currency Fluctuation

   The Company pays for its purchases from foreign sources, including 
Japanese manufacturers, in U.S. dollars, which reduces the adverse effects 
of currency fluctuations.  The Company has not experienced substantial 
adverse effects from currency fluctuations to date.


Liquidity and Capital Resources

   Since inception, the Company has primarily financed its operations 
through bank credit lines, capital equipment leases and short-term financing 
 through supplier credit lines.  Additionally, on March  28, 1994, the 
Company completed its initial public offering of common stock.  On April 5, 
1994, the Company received net proceeds totaling $21.1 million from the 
offering, which was used to reduce the bank credit line.

   The Company is a party to an Amended and Restated Revolving Credit and 
Reimbursement Agreement dated June 29, 1995 (the "Credit Agreement").  
Pursuant to the Credit Agreement, four lenders have made available to the 
Company a $55 million revolving credit facility.  The lenders may advance 
funds to the Company pursuant to two types of loans, each of which bears a 
separate rate of interest.  As long as the Company is not in default under 
the Credit Agreement, and upon notice to the lender, the Company may convert 
advances from one type of loan to the other.  Interest rates on advances 
made under the Credit Agreement ranged from 7.25% to 8.25% as of December 
31, 1996.  Borrowings under the Credit Agreement are collateralized by all 
of the Company's inventory and accounts receivable.  The Credit Agreement 
contains certain financial covenants including, requiring the Company to 
maintain a minimum tangible net worth, maintain various financial ratios and 
limit the amount of capital expenditures.  In addition, the Credit Agreement 
requires the financial institutions' approval of dividends in excess of the 
lesser of $1,000,000 or 25% of net earnings, thereby restricting the 
distribution of the retained earnings of the Company.  The Company was in 
compliance with all financial covenants as of December 31, 1996.  The Credit 
Agreement is scheduled to terminate on June 30, 1999 but may be extended by 
agreement.

The Company has entered into various capital lease transactions with several 
leasing companies to finance capital expenditures, primarily in K-Byte 
Manufacturing. These leases had an aggregate balance outstanding of $6.5 
million as of December 31, 1996.  The leases bear interest at rates ranging 
from 7.4% to 11.1% and expire at various dates through December, 2001.

   The Company's operating activities generated cash of approximately $10.6 
million in 1996.  This increase in liquidity resulted primarily from net 
earnings of $7.7 million, a $4.3 million decrease in inventories, a 
$1.4 million decrease in accounts receivable, and a $1.5 million increase in 
accrued expenses and income taxes payable. These items were offset by a $6.6 
million decrease in accounts payable.  The decrease in inventory resulted 
primarily from an increase in Reptron Distribution's inventory turns from a 
fourth quarter average of 4.0 times in 1995 to 5.3 times in 1996.  K-Byte 
Manufacturing inventory turns decreased from a fourth quarter average of 4.0 
times in 1995 to 3.5 times in 1996.  The complex process associated with 
integrating ten new customers, representing over 290 different circuit board 
assemblies, into the K-Byte Manufacturing production process is the primary 
reason for the reduced inventory turns in 1996.  The Company's accounts 
receivable collections averaged 51 days as of December 31, 1996.

   The Company's capital expenditures, including capital leases, were 
approximately $8.0 million in 1994, $10.3 million in 1995 and $12.7 million 
in 1996.  In 1994, the Company purchased its corporate headquarters building 
in Tampa, Florida and a 336-acre parcel adjacent to its headquarters for 
construction of its manufacturing and warehouse facility (see "Properties"). 
 These items accounted for approximately $4.0 million of the 1994 capital 
expenditures total.  In 1995, the 

                                     18
Company added  22,000 square feet onto its K-Byte Manufacturing facility in 
Gaylord, Michigan and initiated construction on a 150,000 square-foot 
building adjacent to the corporate headquarters in Tampa, Florida.  This 
building will be used as the main warehouse for Reptron Distribution and the 
Tampa K-Byte Manufacturing facility.  These items accounted for 
approximately $2.8 million of the 1995 capital expenditures total.  The 
continuing construction of the 150,000 square foot building accounted for 
approximately $3.5 million of the 1996 capital expenditures.  Reptron 
Distribution warehouse equipment represented approximately $600,000 of the 
1996 total capital expenditures.  The remainder of the capital expenditures 
in years 1994 through 1996 were primarily for the acquisition of 
manufacturing equipment for use in K-Byte Manufacturing.  Capital 
expenditures during the years 1994 through 1996 were funded through capital 
leases and bank financing.  

   In 1995, the acquisitions of Cronin Electronics and the electronic 
components distribution business of Western Micro Technology was financed 
through a combination of cash and assumption of specified liabilities.  Of 
the approximately $6.2 million and $13.3 million total consideration, 
respectively, approximately $12.6 million was in cash with the remainder in 
the form of assumption of specified liabilities.  The cash payment was 
funded by the bank credit line.

   The Company believes that cash generated from operations and available 
credit facilities will be sufficient for the Company to meet its capital 
expenditures and working capital needs for its operations as presently 
conducted. The Company's future liquidity and cash requirements will depend 
on a wide range of factors, including the level of business in existing 
operations, expansion of facilities and possible acquisitions.  In 
particular, if cash flow from operations and available credit facilities are 
not sufficient, the Company will be required to seek additional financing.  
While there can be no assurance that such financing would be available in 
amounts and on terms acceptable to the Company, the Company believes that 
such financing likely would be available on acceptable terms.

                                      19
Item 8.   Financial Statements and Supplementary Data

   The financial statements required by this Item are contained in pages F-1 
through F-23 of this Report.

Item 9.   Changes in and Disagreements With Accountants on Accounting and 
Financial Disclosure

   None

                                   PART III

Item 10.   Directors and Executive Officers of the Registrant

   Information required by this Item is incorporated by reference to the 
definitive proxy statement to be filed by the Company for the Annual Meeting 
of Shareholders to be held April 15, 1997.

Item 11.   Executive Compensation

   Information required by this Item is incorporated by reference to the 
definitive proxy statement to be filed by the Company for the Annual Meeting 
of Shareholders to be held April 15, 1997.

Item 12.   Security Ownership of Certain Beneficial Owners and Management

   Information required by this Item is incorporated by reference to the 
definitive proxy statement to be filed by the Company for the Annual Meeting 
of Shareholders to be held April 15, 1997.

Item 13.   Certain Relationships and Related Transactions

   Information required by this Item is incorporated by reference to the 
definitive proxy statement to be filed by the Company for the Annual Meeting 
of Shareholders to be held April 15, 1997.

                                    20


                         REPTRON ELECTRONICS, INC.

                 INDEX TO FINANCIAL STATEMENTS AND SCHEDULE




                                                                       Page

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                      F-2


CONSOLIDATED FINANCIAL STATEMENTS

  Consolidated Balance Sheets as of December 31, 1995 and 1996          F-3

  Consolidated Statements of Earnings for the years ended
    December 31, 1994, 1995 and 1996                                    F-4

  Consolidated Statement of Shareholders' Equity for the years 
    ended December 31, 1994, 1995 and 1996                              F-5

  Consolidated Statements of Cash Flows for the years ended
    December 31, 1994, 1995 and 1996                                    F-6

  Notes to Consolidated Financial Statements                            F-7

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
  ON SCHEDULE                                                          F-22

  Schedule II -- Valuation and Qualifying Accounts for
    the years ended December 31, 1994, 1995 and 1996                   F-23




                                    F-1

Report Of Independent Certified Public Accountants
             --------------------------------------------------




Board of Directors
Reptron Electronics, Inc.


We have audited the accompanying consolidated balance sheets of Reptron 
Electronics, Inc. and its wholly owned subsidiary as of December 31, 1995 
and 1996, and the related consolidated statements of earnings, shareholders' 
equity, and cash flows for each of the three years in the period ended 
December 31, 1996.  These financial statements are the responsibility of the 
Company's management.  Our responsibility is to express an opinion on these 
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 audit 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 our audits provide a 
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, 
in all material respects, the consolidated financial position of Reptron 
Electronics, Inc. as of December 31, 1995 and 1996, and the consolidated 
results of operations and cash flows for each of the three years in the 
period ended December 31, 1996, in conformity with generally accepted 
accounting principles.




GRANT THORNTON LLP


Tampa, Florida
February 5, 1997





                                   F-2
<TABLE>
<CAPTION>
                                 REPTRON ELECTRONICS, INC.

                                CONSOLIDATED BALANCE SHEETS

                             (in thousands, except share data)


                                         ASSETS
                                                                 December 31,
                                                               1995        1996
                                                             --------    --------
<S>                                                          <C>         <C>                  
CURRENT ASSETS
  Cash and cash equivalents                                  $    224    $    479
  Accounts receivable - trade, less allowances
    for doubtful accounts of $180 and $350, respectively       41,234      39,807
  Inventories                                                  63,461      58,694
  Prepaid expenses and other                                    1,842       2,764
  Deferred tax benefit                                            124         138
                                                              -------     -------
     Total current assets                                     106,885     101,882

PROPERTY, PLANT AND EQUIPMENT - AT COST, NET                   20,953      30,869
EXCESS OF COST OVER NET ASSETS ACQUIRED, NET                    4,385       4,504
OTHER ASSETS                                                    1,515       1,377
                                                              -------     -------
                                                             $133,738    $138,632
                                                              =======     =======
                         LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable - trade                                   $ 24,948    $ 18,339
  Notes payable to banks                                        1,933           -
  Current portion of long-term obligations                      2,547       3,560
  Accrued expenses                                              1,828       2,506
  Income taxes payable                                              -         246
                                                              -------     -------
     Total current liabilities                                 31,256      24,651

NOTES PAYABLE TO BANKS                                         50,200      48,550
LONG-TERM OBLIGATIONS, less current portion                    10,430      15,235
DEFERRED INCOME TAXES                                             904       1,506
COMMITMENTS AND CONTINGENCIES                                       -           -
SHAREHOLDERS' EQUITY
  Preferred Stock - authorized 15,000,000
    shares of $.10 par value; no shares issued                      -           -
  Common Stock - authorized, 15,000,000 shares of
    $.01 par value; issued and outstanding,
    6,048,519 and 6,065,519 shares, respectively                   60          61
  Additional paid-in capital                                   21,145      21,233
  Retained earnings                                            19,743      27,396
                                                              -------     -------
                                                               40,948      48,690
                                                              -------     -------
                                                             $133,738    $138,632
                                                              =======     =======

         The accompanying notes are an integral part of these statements.
                                       F-3
</TABLE>
<TABLE>
<CAPTION>
                              REPTRON ELECTRONICS, INC.

                        CONSOLIDATED STATEMENTS OF EARNINGS

                    (in thousands except share and per share data)


                                                       Year Ended December 31,
                                                 ----------------------------------
                                                    1994        1995        1996
                                                 ----------  ----------  ----------
<S>                                              <C>         <C>         <C>       
Net sales                                        $  164,005  $  223,344  $  268,937
Cost of goods sold                                  133,794     183,181     217,088
                                                  ---------   ---------   ---------
   Gross profit                                      30,211      40,163      51,849
Selling, general and administrative expenses         19,051      26,586      35,023
                                                  ---------   ---------   ---------
   Operating income                                  11,160      13,577      16,826
Interest expense                                      1,474       2,767       4,025
                                                  ---------   ---------   ---------
   Earnings before income taxes                       9,686      10,810      12,801
Income tax provision                                  3,823       4,324       5,148
                                                  ---------   ---------   ---------
   NET EARNINGS                                  $    5,863  $    6,486  $    7,653
                                                  =========   =========   =========
  Net earnings per common share                  $     1.03  $     1.05  $     1.24
                                                  =========   =========   =========
Weighted average Common Stock equivalent
  shares outstanding                              5,713,808   6,170,265   6,179,231
                                                  =========   =========   =========
</TABLE>




         The accompanying notes are an integral part of these statements.

                                        F-4
<TABLE>
<CAPTION>
                           REPTRON ELECTRONICS, INC.

                CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                       (in thousands, except share data)


                                       Total             Additional
                                      Shares      Par     Paid-In    Retained   Shareholders'
                                    Outstanding   Value    Capital    Earnings     Equity
                                    -----------   -----   --------    --------    --------
<S>                                  <C>          <C>     <C>         <C>         <C>       
Balance at January 1, 1994           4,230,769    $ 42    $      -    $  7,394    $  7,436
Initial public offering, net of
  offering costs of $708             1,800,000      18      21,036           -      21,054
Exercise of stock options               12,500       -          62           -          62
Net Earnings                                 -       -           -       5,863       5,863
                                     ---------     ---      ------     -------     -------
Balance at December 31, 1994         6,043,269      60      21,098      13,257      34,415
Exercise of stock options                5,250       -          47           -          47
Net Earnings                                 -       -           -       6,486       6,486
                                     ---------     ---      ------     -------     -------
Balance at December 31, 1995         6,048,519      60      21,145      19,743      40,948
Exercise of stock options               17,000       1          88           -          89
Net Earnings                                 -       -           -       7,653       7,653
                                     ---------     ---      ------     -------     -------
Balance at December 31, 1996         6,065,519    $ 61    $ 21,233    $ 27,396    $ 48,690
                                     =========     ===     =======     =======     =======
</TABLE>





             The accompanying notes are an integral part of this statement.
                                            F-5
<TABLE>
<CAPTION>
                                  REPTRON ELECTRONICS, INC.

                            CONSOLIDATED STATEMENTS OF CASH FLOWS

                                      (in thousands)

                                                                Year Ended December 31,
                                                              --------------------------
                                                              1994      1995       1996
                                                            -------    -------    -------
<S>                                                        <C>        <C>        <C>     
Increase (decrease) in cash and cash equivalents

Cash flows from operating activities:
  Net earnings                                             $  5,863   $  6,486   $  7,653
  Adjustments to reconcile net earnings to net
   cash provided by (used in) operating activities
    Depreciation and amortization                             1,389      2,462      3,638
      Gain on sale of assets                                    (24)         -        (47)
      Deferred income taxes                                     369        350        588
      Change in assets and liabilities:
       Accounts receivable-trade                             (2,531)   (11,425)     1,427
       Inventories                                           (7,990)   (23,329)     4,344
       Prepaid expenses and other                              (744)      (669)      (920)
       Other assets                                            (507)      (963)      (396)
       Related party receivable                                 479          -          -
       Accounts payable-trade                                  (678)     5,842     (6,607)
       Accrued expenses                                        (454)       457        678
       Income taxes payable                                    (156)       (72)       246
                                                             -------    -------    -------
         Net cash provided by (used in) operating activities  (4,984)   (20,861)   10,604

Cash flows from investing activities:
  Net cash paid for acquisitions                                   -    (12,629)        -
  Purchases of property, plant and equipment                  (5,900)    (7,642)   (7,586)
  Proceeds from sale of property, plant and equipment              -          -        72
                                                             -------    -------    -------
         Net cash used in investing activities                (5,900)   (20,271)   (7,514)

Cash flows from financing activities:
  Net proceeds from (payments on) note payable to bank        (7,551)    35,642    (3,582)
  Proceeds from long-term obligations                             77      7,389     3,409
  Payments on long-term obligations                           (2,586)    (1,988)   (2,751)
  Net proceeds from initial public offering                   21,054          -         -
  Proceeds from exercise of stock options                         62         47        89
                                                             -------    -------    -------
         Net cash provided by (used in) financing activities  11,056     41,090     (2,835)
                                                             -------    -------    -------
         Net increase (decrease) in cash and cash equivalents    172        (42)       255

Cash and cash equivalents at beginning of period                  94        266        224
                                                             -------    -------    -------
Cash and cash equivalents at end of period                  $    266   $    224   $    479
                                                             =======    =======    =======
</TABLE>



	The accompanying notes are an integral part of these statements.

                                         F-6

                      REPTRON ELECTRONICS, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   December 31, 1994, 1995 and 1996


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reptron Electronics, Inc. (the "Company") is an integrated electronics 
company operating as a national distributor of electronic components 
("Reptron Distribution") and a contract manufacturer of electronic products 
("K-Byte Manufacturing").  Reptron Distribution is authorized to sell over 
60 vendor lines of semiconductors, passive products and electromechanical 
components to customers representing diverse industries throughout the 
country.  K-Byte Manufacturing produces electronic products for a select 
number of customers throughout the country representing a diverse range of 
industries.

A summary of the significant accounting policies consistently applied in the 
preparation of the accompanying consolidated financial statements follows.

1.   Principles of Consolidation
     ---------------------------
The financial statements include the accounts of Reptron Electronics, Inc. 
and its wholly-owned subsidiary.  All significant inter-company balances and 
transactions have been eliminated.

2.   Cash Equivalents
     ----------------
For purposes of the statement of cash flows, the Company considers all 
highly liquid debt instruments purchased with a maturity of three months or 
less to be cash equivalents.

3.   Inventories
     -----------
Inventories are stated at the lower of cost or market.  For K-Byte 
Manufacturing, cost is determined using the first-in, first-out method 
(FIFO).  To better reflect the movement of Reptron Distribution inventory, 
the Company changed its inventory method from FIFO to the average cost 
method.  Since the average cost method and FIFO generally yield similar 
results, the change had and will have an immaterial impact to the financial 
statements of the Company.


4.   Property, Plant and Equipment
     -----------------------------
Depreciation is provided for, using the straight-line method, in amounts 
sufficient to relate the cost of depreciable assets to operations over their 
estimated service lives (building 39 1/2 years, all other asset categories 5 
years).  Leasehold improvements are amortized using the straight-line method 
over the lives of the respective leases or the service lives of the 
improvements, whichever is shorter.

Leased equipment under capital leases is amortized using the straight-line 
method over the lives of the respective leases or over the service lives of 
the assets for those leases which substantially transfer ownership.

5.   Production Set-up Costs
     -----------------------
Under certain contractual arrangements with customers, the Company incurs 
set-up costs.  These costs are capitalized, included in prepaid expenses and 
other assets, and amortized over the contract period, or two years, 
whichever is less, using the straight-line method.  Amortization begins 
after the development stage of the contract is complete and the production 
stage begins.

                                   F-7

                        REPTRON ELECTRONICS, INC.

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                    December 31, 1994, 1995 and 1996


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

6.   Excess of Cost Over Net Assets Acquired
     ---------------------------------------
The excess of cost over net assets acquired is amortized over twenty years 
using the straight-line method.  Accumulated amortization totaled 
approximately $134,000 and $362,000 at December 31, 1995 and 1996, 
respectively.

7.   Impairment of Assets
     --------------------
The Company's policy is to periodically review and evaluate whether there 
has been a permanent impairment in the value of long-lived assets, certain 
identifiable intangibles and goodwill.  Factors considered in the valuation 
include current operating results, trends and anticipated undiscounted 
future cash flows.  There have been no impairment losses in 1994, 1995 or 
1996.

8.   Income Taxes
     ------------
The Company accounts for income taxes on the liability method, as provided 
by Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting 
For Income Taxes."  Under the liability method specified by SFAS 109, 
deferred tax assets and liabilities are determined based on the difference 
between the financial statement and tax bases of assets and liabilities as 
measured by the enacted tax rates which will be in effect when these 
differences reverse.  Deferred tax expense is the result of changes in 
deferred tax assets and liabilities.


9.   Earnings Per Common Share
     -------------------------
Earnings per share are computed using the weighted average number of Common 
Shares plus Common Stock equivalents, consisting of the incentive stock 
options, using the treasury stock method.  Primary and fully diluted 
calculations result in the same earnings per share.  If the sale by the 
Company of 1,800,000 shares of Common Stock had occurred on January 1, 1994 
and the net proceeds of the sale had been applied to the reduction of the 
Company's bank credit line, earnings per share would have been $0.99 in 
1994.

10.   Use of Estimates
      ----------------
In preparing financial statements in conformity with generally accepted 
accounting principles, management makes estimates and assumptions that 
affect the reported amounts of assets and liabilities and disclosures of 
contingent assets and liabilities at the date of the financial statements, 
as well as the reported amounts of revenues and expenses during the 
reporting period.  Actual results could differ from those estimates.


                                   F-8

                      REPTRON ELECTRONICS, INC.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                 December 31, 1994, 1995 and 1996

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

11.   New Accounting Pronouncement
      ----------------------------
In October, 1995 the Financial Accounting Standards Board issued SFAS No. 
123 "Accounting for Stock Based Compensation".  For employee stock awards, 
as allowed by SFAS No. 123, the Company has elected to continue using the 
accounting method promulgated by Accounting Principles Board Opinion No. 25 
"Accounting for Stock Issued to Employees".  The pro-forma disclosures 
required by SFAS No. 123, as a result of this election, would have resulted 
in a decrease in net earnings in 1995 and 1996 of approximately $45,000 and 
90,000, respectively, and are not included as the pro-forma affect on the 
financial statements is insignificant.  These pro-forma amounts may not be 
representative of future disclosures because they reflect options granted 
for only three years, while the effect of issuing the options is recognized 
over a five year period.


12.   Reclassifications
      -----------------
Certain reclassifications have been made to conform to the 1996 
presentation.

NOTE B - STATEMENTS OF CASH FLOWS

Supplemental disclosures of cash flow information (in thousands):


<TABLE>
                                                                    Year Ended December 31,
                                                                 ----------------------------
                                                                   1994      1995      1996  
                                                                 --------  --------  --------
  <S>                                                             <C>       <C>       <C>
  Cash paid during the year for:
    Interest                                                      $1,436    $2,781    $4,879
    Income taxes                                                  $3,437    $4,085    $4,269
</TABLE>


The Company incurred approximately $2,061,000, $2,645,000 and $5,209,000 of 
obligations under capital leases for the acquisition of equipment during 
1994, 1995 and 1996, respectively.

The Company purchased substantially all the assets of Cronin Electronics, 
Inc. and the electronic component division of Western Micro Technology, Inc. 
during 1995.  In conjunction with the acquisitions, specified liabilities 
were assumed as follows (in thousands):

       Fair value of assets acquired                            $ 19,467
       Cash paid                                                 (12,629)
                                                                 -------
       Liabilities assumed                                      $  6,838
                                                                 =======

                                 F-9

                     REPTRON ELECTRONICS, INC.

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                  December 31, 1994, 1995 and 1996


NOTE C - INVENTORIES

Inventories consist of the following (in thousands):

                                                             December 31,
                                                          ------------------
                                                            1995      1996
                                                          --------  --------
   Reptron Distribution:
      Inventories                                          $43,647   $31,085

   K-Byte Manufacturing:
      Work in process                                        7,421     8,833
      Raw materials                                         12,393    18,776
                                                            ------    ------
                                                           $63,461   $58,694
                                                            ======    ======


NOTE D - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following (in thousands):

                                                              December 31,
                                                            ----------------
                                                             1995      1996
                                                            ------    ------
   Land and buildings                                      $ 6,765   $ 6,837
   Furniture, fixtures and equipment                        18,375    24,908
   Leasehold improvements                                    1,182     1,275
   Construction in progress                                  2,564     8,380
                                                            ------    ------
                                                            28,886    41,400
      Less accumulated depreciation and amortization         7,933    10,531
                                                            ------    ------
                                                           $20,953   $30,869
                                                            ======    ======
The Company is constructing a 150,000 square foot manufacturing and 
warehouse facility which is expected to be completed in early 1997.  
Management estimates total cost of the construction project to be 
approximately $8,000,000, exclusive of land costs.  During 1995 and 1996, 
capitalized interest totaled approximately $170,000 and $820,000, 
respectively.

                                   F-10

                         REPTRON ELECTRONICS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                      December 31, 1994, 1995 and 1996


NOTE E - NOTES PAYABLE TO BANKS

The Company is a party to an Amended and Restated Revolving Credit and 
Reimbursement Agreement dated June 29, 1995 (the "Credit Agreement").  
Pursuant to the Credit Agreement, four lenders have made available to the 
Company a $55 million revolving credit facility.  The lenders may advance 
funds to the Company pursuant to two types of loans, each of which bears a 
separate rate of interest.  As long as the Company is not in default under 
the Credit Agreement, and upon notice to the lender, the Company may convert 
advances from one type of loan to the other.  Interest rates on advances 
made under the Credit Agreement ranged from 7.25% to 8.25% as of December 
31, 1996.  Borrowings under the Credit Agreement are collateralized by all 
of the Company's inventory and accounts receivable.  The Credit Agreement 
contains certain financial covenants including, requiring the Company to 
maintain a minimum tangible net worth, maintain various financial ratios and 
limit the amount of capital expenditures.  In addition, the Credit Agreement 
requires the financial institutions' approval of dividends in excess of the 
lesser of $1,000,000 or 25% of net earnings, thereby restricting the 
distribution of the retained earnings of the Company.  The Company was in 
compliance with all financial covenants as of December 31, 1996.  The Credit 
Agreement is scheduled to terminate on June 30, 1999 but may be extended by 
agreement.

The weighted average interest rate on short-term borrowings on December 31, 
1995 was 8.01% and there were no short-tern borrowings on December 31, 1996.

                                    F-11

                         REPTRON ELECTRONICS, INC.

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                     December 31, 1994, 1995 and 1996




NOTE F - LONG-TERM OBLIGATIONS

Long-term obligations consist of the following at December 31 (in thousands):
<TABLE>
                                                                          1995            1996
                                                                        --------        --------
<S>                                                                     <C>             <C>    
Variable rate demand notes issued in conjunction with the notes
  payable to banks, collateralized by certain land and buildings 
  due in semi-annual  payments of $500 beginning July 1, 1996
  through 2003, interest rates range from 5.4% to 6.2% at
  December 31, 1996.                                                    $ 6,300         $ 9,300

Capitalized lease obligations (net of interest of approximately
  $1,894) for equipment, due in monthly principal and interest
  payments of approximately $189, through 2001.                           4,575           6,467

Notes payable collateralized by real property, due in monthly
  principal and interest installments of $13, two requiring a final 
  balloon payment due March 1998, interest rates of prime plus 
  .5% (8.75% at December 31, 1996) and 10%.                                 568             983

Notes payable collateralized by certain equipment, due in
  monthly principal and interest installments of $47, through
  November 2001 at an interest rates of 7.5% and 7.9%.                      998           2,045

Other                                                                       536               -
                                                                         ------          ------
                                                                         12,977          18,795
Less current maturities                                                   2,547           3,560
                                                                         ------          ------
                                                                        $10,430         $15,235
                                                                         ======          ======
</TABLE>





                                            F-12


                        REPTRON ELECTRONICS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                    December 31, 1994, 1995 and 1996


NOTE F - LONG-TERM OBLIGATIONS - Continued

At December 31, 1996, aggregate maturities of long-term obligations are as 
follows (in thousands):

    Year ending December 31,
    ------------------------
            1997                                                   $ 3,560
            1998                                                     3,755
            1999                                                     2,871
            2000                                                     2,622
            2001                                                     2,018
            Thereafter                                               3,969
                                                                    ------
                                                                   $18,795
                                                                    ======

The Company has entered into various capital leases for equipment, totaling 
approximately $2,061,000 in 1994, $2,645,000 in 1995 and $5,209,000 in 1996. 
 At December 31, 1995 and 1996, the net book value of equipment under 
capital leases is approximately $6,034,000 and $7,215,000, respectively.  
The related capital lease obligations are included with long-term 
obligations.


NOTE G - INCOME TAXES

The provision for income taxes for the years ended December 31, 1994, 1995 
and 1996, respectively, is as follows (in thousands):

                                                      December 31,
                                             ------------------------------
                                              1994        1995        1996
                                             ------      ------      ------
Current                                      $3,454      $3,974      $4,560
Deferred                                        369         350         588
                                              -----       -----       -----
                                             $3,823      $4,324      $5,148
                                              =====       =====       =====





                                     F-13
                          REPTRON ELECTRONICS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                      December 31, 1994, 1995 and 1996


NOTE G - INCOME TAXES - Continued

The Company's effective tax rate differs from the statutory U. S. federal 
income tax rate as a result of the following:

                                               Year Ended December 31,
                                               -----------------------
                                                 1994    1995    1996
                                                ------  ------  ------

Statutory federal tax rate                       34.0%   34.0%   35.0%
Effect of marginal federal tax rate                 -       -    (0.8)
State income taxes of approximately 6.6%, 6.4%
  and 6.9% in 1994, 1995, and 1996, net of 
  federal tax benefit                             4.3     4.3     4.6
Other                                             1.2     1.7     1.4
                                                 ----    ----    ----
Effective tax rate                               39.5%   40.0%   40.2%
                                                 ====    ====    ====

The Company's income in excess of $10.0 million is subject to federal income 
tax at a marginal rate of 35%.  As a result of the Company's current 
earnings, management has chosen 35% as the Company's statutory federal tax 
rate.

Deferred income tax assets and liabilities resulting from differences 
between accounting for financial statement purposes and tax purposes 
pursuant to SFAS No. 109, are summarized as follows (in thousands):

                                                       December 31
                                                    -----------------
                                                     1995       1996
                                                    ------     ------
Deferred tax assets
   Accrued vacation                                 $   51    $    51
   Allowance for bad debts                              71        138
   Other                                                 2         23
                                                     -----     ------
                                                       124        212
                                                     -----     ------
Deferred tax liabilities
   Depreciation                                        846      1,399
   Other                                                58        181
                                                     -----     ------
                                                       904      1,580
                                                     -----     ------
Net deferred tax liability                          $ (780)   $(1,368)
                                                     =====     ======

A valuation allowance has not been recorded against the deferred tax assets 
for 1995 and 1996.

                                 F-14

                    REPTRON ELECTRONICS, INC.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                December 31, 1994, 1995 and 1996


NOTE H - COMMITMENTS AND CONTINGENCIES

Operating Leases
----------------
The Company has operating leases for facilities and certain machinery and 
equipment which expire at various dates through 2001.  Certain leases 
provide for payment by the Company of any increases in property taxes and 
insurance over a base amount and others provide for payment of all property 
taxes and insurance by the Company.

One of the previously mentioned leases, which expires in November 1998, is 
for a building owned by the CEO of the Company and provides for annual 
rentals of $68,000.  Rent paid on this facility totaled, $69,000 in 1994, 
and $68,000 in both 1995 and 1996.  The Company pays for property taxes and 
insurance in accordance with the provisions of the lease.

The Company also leases an aircraft from a corporation controlled by the CEO 
of the Company.  In addition, the Company is responsible for all costs 
associated with the operation of the aircraft, including fuel, maintenance, 
storage and crew salary and expenses.  Rent expense for the use of aircraft 
totaled approximately $156,000 in 1994, $74,000 in 1995 and $240,000 in 1996
 .

Future minimum payments, by year and in the aggregate, under noncancellable 
operating leases consist of the following at December 31, 1996 (in 
thousands):

       Year ending December 31,
       ------------------------
                1997                                       $1,167
                1998                                          870
                1999                                          544
                2000                                          221
                2001                                           73

Total rent expense for the years ended December 31, 1994, 1995 and 1996 was 
approximately, $1,519,000, $1,725,000, and $1,555,000 respectively, which 
includes $225,000, $142,000 and $308,000 to the CEO of the Company.

Litigation
----------
The Company is, from time to time, involved in litigation relating to claims 
arising out of its operations in the ordinary course of business.  The 
Company believes that none of these claims which were outstanding as of 
December 31, 1996 should have a material adverse impact on its financial 
condition or results of operations.


NOTE I - SHAREHOLDERS' EQUITY

The Board of Directors is authorized, without further shareholder action, to 
divide any or all shares of the authorized Preferred Stock into series and 
to fix and determine the designations, preferences, relative rights, 
qualifications, limitations or restrictions thereon, of any series so 
established, including voting powers, dividend rights, liquidation 
preferences, redemption rights and conversion privileges.  The Board of 
Directors has not authorized any issuance of Preferred Stock and there are 
no plans, agreements, or understandings for the authorization or issuance of 
any shares of Preferred Stock.

                                   F-15

                       REPTRON ELECTRONICS, INC.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                   December 31, 1994, 1995 and 1996


NOTE J - EMPLOYEE BENEFITS

Incentive Stock Option Plan
---------------------------
The Company's Incentive Stock Option Plan (the "ISO Plan") was adopted in 
November, 1993 to provide for the grant to employees of incentive stock 
options within the meaning of Section 422 of the Internal Revenue Code.  The 
ISO Plan is intended to provide incentives to directors, officers, and other 
key employees and to enhance the Company's ability to attract and retain 
qualified employees.  A total of 500,000 shares of Common Stock has been 
reserved for issuance under the ISO Plan.  Stock options are granted for the 
purchase of Common Stock at a price not less than the fair market on the 
date of grant.

The following table summarizes the activity in Common Stock subject to 
options for the three years ended December 31, 1996:
<TABLE>


                                                        Range     Weighted        Weighted
                                                         of        Average        Average
                                                      Exercise    Exercise       Remaining
                                      Shares            Price      Price      Contractual Life
                                     --------         --------    --------    ----------------
                                                                                  (In Years)
<S>                                  <C>        <C>                 <C>              <C>         
Outstanding at  January 1, 1994      211,300            $ 5.00      $ 5.00           9.9

    Granted                           16,000            $ 9.13      $ 9.13
    Exercised                        (12,500)           $ 5.00      $ 5.00
    Forfeited                         (3,500)           $ 5.00      $ 5.00
                                     -------
Outstanding at December 31, 1994     211,300    $ 5.00 -  9.13      $ 5.31           9.0

    Granted                           10,000    $14.25 - 15.07      $14.66
    Exercised                         (5,250)   $ 5.00 -  9.13      $ 8.93
    Forfeited                        (24,250)           $ 5.00      $ 5.00
                                     -------
Outstanding at December 31, 1995     191,800    $ 5.00 - 15.07      $ 5.74           8.0

    Granted                           22,000    $12.75 - 14.75      $14.30
    Exercised                        (17,000)   $ 5.00 -  9.13      $ 5.18
    Forfeited                         (2,750)   $ 5.00 -  9.13      $ 8.38
                                     -------
Outstanding at December 31, 1996     194,050    $ 5.00 - 15.07      $ 6.72          7.3
</TABLE>




                                           F-16





                            REPTRON ELECTRONICS, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        December 31, 1994, 1995 and 1996


NOTE J - EMPLOYEE BENEFITS - Continued
<TABLE>
The following table summarizes information about Common Stock options outstanding at December 
31, 1996:

                               Options Outstanding                     Options Exercisable  
                                           Weighted       Weighted                    Weighted
                              Number        Average        Average        Number       Average
   Range of                Outstanding     Remaining      Exercise      Exercisable   Exercise
Exercise Prices            at 12/31/96  Contractual Life    Price       at 12/31/96    Price  
---------------            -----------  ----------------  ---------     -----------   --------
                                           (In Years)
<S>                           <C>             <C>           <C>          <C>           <C>     
   $  5.00                    154,050         6.9           $ 5.00       115,538       $ 5.00
$ 9.13 - 12.75                 13,000         8.3           $10.52         4,000       $ 9.13
$14.25 - 15.07                 27,000         9.1           $14.72         2,500       $14.66
                              -------                                    -------
$ 5.00 - 15.07                194,050         7.3           $ 6.72       122,038       $ 5.33
                              =======                                    =======
</TABLE>


The duration of options granted under the ISO Plan is ten years from the 
date of grant, or such other date as determined by the Board of Directors.  
In general, the options must be exercised while employed by the Company or 
90 days thereafter.  The options may be exercised in four equal annual 
increments, cumulatively, beginning one year after the date of grant, and 
all such options may be exercised in full four years after the date of 
grant.  The options are non-transferable other than by will or by the laws 
of descent and distribution.

Profit Sharing Plan
-------------------
The Company previously maintained a discretionary Profit Sharing Plan (the 
"Profit Sharing Plan"), for the benefit of its employees.  The amount, if 
any, of the Company's previous contribution to the Profit Sharing Plan for 
any year was determined by the Board of Directors in its sole discretion, 
subject to certain limitations imposed by the Internal Revenue Code.  In 
1992, the Administrator of the Profit Sharing Plan approved termination of 
the Profit Sharing Plan and a favorable determination has been issued by the 
Internal Revenue Service.  The Profit Sharing Plan began distributions to 
its participants during 1996 and is expected to distribute the participant's 
remaining shares by December 31, 1997.  The Profit Sharing Plan currently 
holds 661,955 shares of the Company's Common Stock.

401(k) Plan
-----------
In 1993, the Company established a deferred compensation plan (the "Plan") 
under section 401(a) of the Code.  Substantially all of the officers and 
employees of the Company are eligible to participate in the Plan.  Employees 
are eligible to participate in the Plan after six months of service and 
after attaining age 21.  At its discretion, the Company may make matching 
contributions to the Plan.  Employees are always vested in their 
contributions and are fully vested in the employer contributions after five 
years of service.  The Company contributed approximately $54,000 and $82,000 
to the Plan in 1995 and 1996, respectively.

                                      F-17

                         REPTRON ELECTRONICS, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        December 31, 1994, 1995 and 1996


NOTE K - ACQUISITIONS

On March 22, 1995, the Company purchased substantially all of the assets and 
assumed certain liabilities of Cronin Electronics, Inc.  Cronin Electronics 
was a distributor of electronic components serving the New England market 
with locations in suburban Boston, Massachusetts and Hartford, Connecticut. 
 The acquisition was accounted for using the purchase method and, 
accordingly, the acquired business operations have been included herein 
since the date of the acquisition.  Of the approximately $6.2 million total 
costs involved in the acquisition, approximately $2.9 million was in cash, 
with the remainder in the form of assumption of specified liabilities.  The 
Company allocated approximately $3.3 million of the purchase price to 
tangible assets.  Pro forma information is not presented as the effect of 
the acquisition was not significant to the financial statements.

On July 26, 1995, the Company purchased substantially all of the assets and 
assumed certain liabilities of the electronic component distribution 
business of Western Micro Technology, Inc.  The electronic component 
distribution business of Western Micro Technology, Inc. had offices in 
Seattle, Washington; Portland, Oregon; Saratoga, California; Irvine, 
California; Los Angeles, California; San Diego, California; Philadelphia, 
Pennsylvania; and Boston Massachusetts.  The acquisition was accounted for 
using the purchase method and, accordingly, the acquired business operations 
have been included herein since the date of the acquisition.  Of the 
approximately $13.3 million in total costs involved in the acquisition, 
approximately $9.7 million was in cash, with the remainder in the form of 
assumption of specified liabilities.  The Company allocated approximately 
$11.6 million of the purchase price to tangible assets.

The following unaudited pro forma summary combines the results of operations 
of the Company with the operations of the electronic component distribution 
business of Western Micro Technology, Inc., as if the acquisition had 
occurred at the beginning of the respective periods.  This pro forma summary 
does not necessarily reflect the results of operations as they would have 
been if the Company and the operations of the electronic component 
distribution business of Western Micro Technology, Inc., operated as a 
single entity during such periods.

                                            Year Ended December 31,
                                            -----------------------
                                             1994            1995
                                           --------        --------
                                       (in thousands, except share data)

Net Sales                                   $223,356        $254,398
Gross Profit                                  41,281          44,525
Operating Income                              12,264          12,896
Net Earnings                                   6,107           5,790
Net Earnings per Common Share               $   1.07      $      .94

                                    F-18

                         REPTRON ELECTRONICS, INC.

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                    December 31, 1994, 1995 and 1996

NOTE L - RELATED PARTY TRANSACTIONS

The Company has a non-interest bearing loan receivable from the profit 
sharing plan totaling approximately $99,000, $194,000 and $279,000 as of 
December 31, 1994, 1995 and 1996, respectively.

A director of the Company serves as its general counsel and received
approximately $178,000, $235,000 and $185,000 for services rendered during
1994, 1995 and 1996, respectively.

See Note H for related party leases.




NOTE M - FAIR VALUE OF FINANCIAL INSTRUMENTS

At December 31, 1996, the carrying amount of cash, accounts receivable, 
accounts payable and accrued expenses approximate fair value because of the 
short-term maturities of these items.

The carrying amounts of current and long-term portions of notes payable, and 
long-term obligations approximate fair market value since the interest rates 
on most of these instruments change with market interest rates.

NOTE N - FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

The Company has two industry segments:  Distribution and Contract 
Manufacturing.  Distribution purchases a wide variety of electronic 
components, including semiconductors, passive products and electromechanical 
components, for distribution to manufacturers and wholesalers throughout the 
United States.  Contract Manufacturing manufactures electronic products 
according to customer design for customers in various industries, including 
telecommunications, banking and medical services.





                                  F-19


                        REPTRON ELECTRONICS, INC.

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                     December 31, 1994, 1995 and 1996


NOTE N - FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS - Continued

The following table shows net sales, operating income, identifiable assets, 
depreciation and amortization expense and capital expenditures as of and for 
the years 1994, 1995 and 1996.

                                             Year Ended December 31,
                                       ----------------------------------
                                         1994         1995         1996
                                       --------     --------     --------
                                                 (in thousands)
Net Sales
  Unaffiliated customers
    Distribution                        $ 96,003     $140,146     $168,279
    Contract Manufacturing                68,002       83,198      100,658
                                         -------      -------      -------
                                         164,005      223,344      268,937
  Intersegment sales                       5,437       14,494       10,235
                                         -------      -------      -------
                                        $169,442     $237,838     $279,172
                                         =======      =======      =======

Operating Income
  Distribution                          $  5,174     $  8,804     $  7,036
  Contract Manufacturing                   5,986        4,773        9,790
                                         -------      -------      -------
                                        $ 11,160     $ 13,577     $ 16,826
                                         =======      =======      =======
Identifiable Assets
  Distribution                          $ 32,257     $ 71,839     $ 64,993
  Contract Manufacturing                  32,158       49,600       59,948
                                         -------      -------      -------
                                          64,415      121,439      124,941
  Corporate                                5,658       12,299       13,691
                                         -------      -------      -------
                                        $ 70,073     $133,738     $138,632
                                         =======      =======      =======

Depreciation and Amortization
  Distribution                          $     81     $    580     $    674
  Contract Manufacturing                   1,064        1,736        2,444
                                         -------      -------      -------
                                           1,145        2,316        3,118
  Corporate                                  244          146          520
                                         -------      -------      -------
                                        $  1,389     $  2,462     $  3,638
                                         =======      =======      =======

Capital Expenditures (includes equipment
  under capitalized leases)
    Distribution                        $    727     $  1,142     $  1,516
    Contract Manufacturing                 2,761        6,957        5,033
                                         -------      -------      -------
                                           3,488        8,099        6,549
    Corporate                              4,473        2,188        6,149
                                         -------      -------      -------
                                        $  7,961     $ 10,287     $ 12,698
                                         =======      =======      =======

                                     F-20


                       REPTRON ELECTRONICS, INC.

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                    December 31, 1994, 1995 and 1996


NOTE O - SUPPLEMENTAL SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

The following is a summary of the quarterly results of operations for the 
quarterly periods of 1995 and 1996 (in thousands except per share data):


<TABLE>
<CAPTION>
                                                      Three Months Ended
                                 -----------------------------------------------------------
      1995                          March 31        June 30       September 30    December 31
      ----                        ------------    ------------    ------------    -----------
<S>                                  <C>             <C>             <C>             <C>      
Net sales                            $43,076         $52,873         $59,492         $67,903
Gross profit                           8,171           9,515          10,729          11,748
Operating income                       2,949           3,523           3,692           3,413
Net earnings                           1,511           1,778           1,713           1,484
Net earnings per common share        $   .25         $   .29         $   .28         $   .24

      1996
      ----

Net sales                            $66,551         $66,092         $65,953         $70,341
Gross profit                          11,982          13,199          12,594          14,074
Operating income                       3,936           4,183           4,200           4,507
Net earnings                           1,519           1,905           2,017           2,212
Net earnings per common share        $   .25         $   .31         $   .33         $   .36
</TABLE>



NOTE P - CONCENTRATION OF CREDIT RISK

One customer represented 12.4% of total Company net sales in 1996.  The loss 
of this customer or reduction in their level of purchasing could have a 
material impact on the Compnay's business and results of operations.





                                        F-21

           Report Of Independent Certified Public Accountants On Schedule





Board of Directors
Reptron Electronics, Inc.


In connection with our audit of the consolidated financial statements of 
Reptron Electronics, Inc., referred to in our report dated February 5, 1997, 
which is included in this Annual Report on SEC Form 10-K for the year ended 
December 31, 1996, we have also audited Schedule II for each of the three 
years in the period then ended.  In our opinion, this schedule presents 
fairly, in all material respects, the information required to be set forth 
therein.





GRANT THORNTON LLP

Tampa, Florida
February 5, 1997











                                       F-22



                                                                 SCHEDULE II

<TABLE>
<CAPTION>
                             REPTRON ELECTRONICS, INC.

                          Valuation and Qualifying Accounts
    For the Years Ended December 31, 1994, December 31, 1995 and December 31, 1996



Column A                                 Column B    Column C    Column D    Column E
--------                                 --------    --------    --------    --------
                                        Balance at  Charged to   Accounts     Balance
                                        Beginning   Costs and   Written Off,  at End
Description                              of Year     Expenses       Net       of Year
-----------                             ----------  ----------  ------------  -------
<S>                                      <C>         <C>         <C>         <C>      
Allowance for Doubtful Accounts
Year Ended December 31, 1994             $179,500    $218,600    $(217,700)  $180,400
Year Ended December 31, 1995             $180,400    $149,775    $(150,466)  $179,709
Year Ended December 31, 1996             $179,709    $193,000    $ (23,000)  $349,709
</TABLE>







                                            F-23


                                  PART IV

Item 14.   Exhibits, Financial Statements, Schedule, and Reports on Form 8-K

    (a)     The following documents are filed as part of the report:

            1. and 2.  The financial statements and schedule filed as part 
of this report are listed separately in the Index to Financial 
Statements and Schedule beginning on page F-1 of this report.

            3.  For Exhibits see Item 14(c), below.  Each management 
contract or compensatory plan or arrangement required to be 
filed as an exhibit hereto is listed in Exhibits Nos. 10.17, 
10.18 and 10.19 of Item 14(c), below.

    (b)     No reports on Form 8-K have been filed during the period ended 
December 31, 1996, by the Company.

    (c)     List of Exhibits:


Exhibit No. Description
----------- -----------


 3.1    Articles of Incorporation*

 3.2    Bylaws*

10.1 Distributor Agreement, between NEC Electronics, Inc. and 
the Company, dated April 1, 1992*
 
10.2 Distributor Agreement, between Vishay Electronic 
Components and the Company, dated March 4, 1993*
 
10.3 Authorized Stocking Distribution Contract, between Fox 
Electronics and the Company, dated January 1, 1992*
 
10.4 Domestic Distribution Agreement, between Chips & 
Technologies, Incorporated and the Company, dated as of 
July 1, 1991*
 
10.5 Distributorship Agreement, between Hitachi America, Ltd. 
and the Company, dated April 1, 1992*
 
10.6 Authorized Distributor Agreement, between Beckman 
Industrial Corp. and the Company, dated November 1, 
1993*
 
10.7 Distributor Agreement, between Dennison Manufacturing 
Company and the Company, dated August 8, 1977*
 
10.8 Master Distribution Agreement, between Astec America 
Incorporated and the Company, dated October 1, 1993*
 
10.9 Distributor Contract, between Toshiba America Electronic 
Components, Inc. and the Company, dated June 1, 1991*
                                       21
 
10.10 Sharp Electronics Corporation Elecom Division 
Distribution Agreement, between Sharp Electronics 
Corporation and the Company, dated August 1, 1991*
 
10.11 Lite-On Corp. Distributor Agreement, between Lite-On 
Corp. and the Company, dated January 1, 1985*
 
10.12 Distributor Agreement, between Diodes Incorporated and 
the Company, dated July 15, 1991*
 
10.13 Standard Distributorship Agreement, between Nichicon 
(America) Corporation and the Company, dated December 4, 
1984*
 
10.14 OKI Semiconductor Domestic Distributor Agreement, 
between OKI Semiconductor, an Operating Group of OKI 
America, Inc. and the Company, dated April 1, 1993*
 
10.15 Authorized Distributor Agreement, between Potter & 
Brumfeld and the Company, dated September 30, 1991*
 
10.16 Reptron Electronics, Inc. Amended and Restated Incentive 
Stock Option Plan**
 
10.17 Reptron Electronics, Inc. Non-Employee Director Stock 
Option Plan**
 
10.18 Reptron Electronics, Inc. Employee Profit Sharing Plan*
 
10.19 Agreement dated as of May 28, 1992*
 
10.20 Master Purchase Agreement dated as of  May 19, 1992*
 
10.21 Revolving Credit and Reimbursement Agreement by and 
among the Company, certain lenders and NationsBank of 
Florida, National Association, as Agent, dated as of 
March 1, 1995.***
 
10.22 Agreement between Diebold Incorporated and the Company, 
dated February 27, 1995.***
 
10.23 Supply Agreement between the Company and Brandt, Inc., 
dated December 1, 1994.***
 
10.24 Lease between Michael L. Musto and Donna B. Musto and 
the Company, dated as of November 1, 1993*
 
10.25 Form of Asset Purchase Agreement between Cronin 
Electronics, Inc. and the Company, dated March 17, 
1995***
 
10.26 Distributor Agreement, between Orbit Semiconductor, Inc. 
and the Company, dated August 15, 1995.*****
 
10.27 Distributor Agreement, between Pericom Semiconductor 
Corporation and the Company, dated December 1, 1994. 
*****
 
10.28 Distributor Agreement, between Catalyst Semiconductor, 
Inc. and the Company, dated  June 28, 1995. *****
 
10.29 Distributor Agreement, between Macronix Incorporated and 
the Company, dated February 14, 1994. *****
 
10.30 Distributor Agreement, between QuickLogic Corporation 
and the Company, dated July 1, 1995. *****
                                       22
 
10.31 Distributor Agreement, between Sipex Corporation and the 
Company, dated August 1, 1995.*****
 
10.32 Distributor Agreement, between Winbond Electronics North 
America Corp. and the Company, dated as of August 1, 
1993, and an Extension of Distributor Agreement between 
the Company and Winbond Electronics North America Corp., 
dated January 2, 1996. *****
 
10.33 Amended and Restated Revolving Credit and Reimbursement 
Agreement by and among the Company, certain lenders and 
NationsBank of Florida, N.A., as Agent, dated June 29, 
1995.*****
 
10.34 Amendment Agreement No. 1, dated December 15, 1995, to 
the Amended and Restated Revolving Credit and 
Reimbursement Agreement, dated June 29, 1995. *****
 
10.35 Form of Asset Purchase Agreement between Western Micro 
Technology, Inc. and the Company, dated May 5, 1995.****
 
10.36 Amendment No. 1 to Master Purchase Agreement, dated as 
of May 19, 1992 between Picker International, Inc. and 
K-Byte Manufacturing Inc., a Division of Reptron 
Electronics. *****

10.37 Amendment No 2, dated March 15, 1996, to the Amended and 
Restated Revolving Credit and Reimbursement Agreement, 
dated June 29, 1995.

10.38 Amendment No. 3, dated September 25, 1996, to the 
Amended and Restated Revolving Credit and Reimbursement 
Agreement, dated June 29, 1995.

10.39 Amendment No. 4, dated January 31, 1997, to the Amended and
Restated Revolving Credit and Reimbursement Agreement, dated June
29, 1995.

            23.1    Consent of Grant Thornton LLP

-----------
        *   Filed with the Company's Registration Statement on Form S-1, 
dated February 8, 1994, Registration No. 33-75040 and incorporated herein by 
reference.

       **   Filed with the Company's Registration Statement on Form S-8, 
dated December 22, 1994, Registration No. 33-87854 and incorporated herein 
by reference.

      ***   Filed with the Company's Form 10-K for the year ended December 
31, 1994.

     ****   Filed with report on Form 8-K filed on August 8, 1995.

    *****   Filed with the Company's Form 10-K for the year ended December 
31, 1995.

           (d)   Financial Schedule:  the financial statement schedule filed 
as part of this report is listed separately in the Index to Financial 
Statements and Schedule beginning on page F-1 of this report.

                                23


                               SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be 
signed on its behalf by the undersigned, thereto duly authorized, in the 
City of Tampa, State of Florida, on February 28, 1997.

  
                               REPTRON ELECTRONICS, INC.



                               By:/s/ Michael L. Musto
                                  ------------------------------------------
                                  Michael L. Musto, President
                                  Chief Executive Officer



    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 
registrant and in the capacities and on the dates indicated.


     SIGNATURES                        TITLE                        DATE
     ----------                        -----                        ----
/s/ Michael L. Musto
---------------------------
Michael L. Musto           President, Chief Executive
                           Officer, and Director 
                           (Principal Executive Officer)  February 28, 1997

/s/ Paul J. Plante
----------------------------
Paul J. Plante             Chief Financial Officer and 
                           Director (Principal Financial
                           and Accounting Officer)        February 28, 1997

/s/ Leigh A. Adams
----------------------------
Leigh A. Adams             Secretary and Director         February 28, 1997

/s/ William L. Elson
-----------------------------
William L. Elson            Director                      February 28, 1997

/s/ Barry M. Alpert
-----------------------------
Barry M. Alpert             Director                      February 28, 1997





                                     24

    Supplemental Information to be Furnished with Reports Filed Pursuant to 
Section 15(d) of the Act by Registrants Which Have Not Registered Securities 
Pursuant to Section 12 of the Act.

Annual Reports to the Shareholders and proxy materials will be furnished to 
the shareholders subsequent to the filing of this annual report on Form 10-
K.  The registrant will furnish copies of such materials to the Commission 
when they are sent to the shareholders.












                                      25

















                             EXHIBIT 10.38














                         AMENDMENT AGREEMENT NO. 2


THIS AMENDMENT AGREEMENT NO. 2 (the "Amendment Agreement") is made 
and entered into as of this 15th day of March, 1996 by and among REPTRON 
ELECTRONICS, INC., a Florida corporation having its principal place of 
business in Tampa, Florida (the "Borrower"), NATIONSBANK, NATIONAL 
ASSOCIATION (SOUTH) (f/k/a NationsBank of Florida, National Association), a 
national banking association in its capacity as agent (the "Agent") for each 
of the lenders (the "Lenders") now or hereafter party to the Credit 
Agreement (defined below), and each of the undersigned Lenders.  Unless the 
context otherwise requires, all terms used herein without definition shall 
have the respective definitions provided therefor in the Credit Agreement.

                             W I T N E S S E T H

WHEREAS, the Borrower, the Agent and the Lenders have entered into that 
certain Amended and Restated Revolving Credit and Reimbursement Agreement 
dated June 29, 1995 whereby the Lenders have made available to the Borrower 
(i) a $55,000,000 revolving credit facility, which shall include a letter of 
credit facility of up to $500,000 and (ii) a $9,942,917 direct pay letter of 
credit facility (together with the exhibits and schedules attached thereto, 
as the same has been amended by Amendment Agreement No. I dated as of 
December 15, 1995 and as the same may be hereafter amended, restated or 
supplemented, the "Credit Agreement"); and

WHEREAS, the Borrower has requested that the Lenders amend the Credit 
Agreement;

WHEREAS, upon the terms and conditions contained herein, the Agent 
and the Lenders are willing to amend the Credit Agreement in the manner set 
forth herein;

NOW, THEREFORE, in consideration of the premises and conditions 
herein set forth, it is hereby agreed as follows:

1.   Credit Agreement Amendments. Subject to the conditions hereof, 
the Credit Agreement is hereby amended, effective as of the date hereof, as 
follows:

(a)   Section 10.3 of the Credit Agreement is hereby amended by 
deleting the words "prior to" from the first line thereof and 
inserting, in lieu thereof, the word "after".

(b)   Section ll.l(a) of the Credit Agreement is hereby amended 
by deleting the date "June 29, 1995" and inserting, in lieu thereof, 
the date "September 30, 1995".

(c)   Section 11.2(iii) of the Credit Agreement is hereby 
amended by deleting the amount "$1,000,000" and inserting, in lieu 
thereof, the amount "$1,100,000".

(d)   Section 11.6 of the Credit Agreement is hereby amended by 
(i) deleting the amount "8,000,000" and inserting, in lieu thereof, 
the amount "11,000,000" and (ii) deleting the amount "13,000,000" 
and inserting, in lieu thereof, the amount "10,000,000".

(e)   From and after the date of this Amendment Agreement,
the term "NationsBank" as defined in the Credit Agreement, 
shall no longer mean NationsBank of Florida, National Association, 
but shall mean NationsBank, National Association (South) in its 
capacity as a Lender and (ii) the term "Agent", as defined in the 
Credit Agreement, shall no longer mean NationsBank of Florida, 
National Association, but shall mean NationsBank, National 
Association (South) in its capacity as the agent for the Lenders.

2.   Representations and Warranties.  In order to induce the Agent 
and NationsBank to enter into this Amendment Agreement, the Borrower hereby 
represents and warrants that the Credit Agreement has been re-examined by 
the Borrower and that except as disclosed by the Borrower in writing to the 
Lenders as of the date hereof:

(a)   The representations and warranties made by the Borrower 
in Article VIII thereof are true on and as of the date hereof;

(b)   There has been no material adverse change in the 
condition, financial or otherwise,, of the Borrower and its 
Subsidiaries since the date of the most recent financial reports of 
the Borrower delivered to the Agent under Section 10.2 thereof, other 
than changes in the ordinary course of business;

(c)   The business and properties of the Borrower and its 
Subsidiaries are not, and since the date of the most recent financial 
reports of the Borrower delivered to the Agent under Section 10.2 
thereof, have not been, adversely affected in any substantial way as 
the result of any fire, explosion, earthquake, accident, strike, 
lockout, combination of workers, flood, embargo, riot, activities of 
armed forces, war or acts of God or the public enemy, or cancellation 
or loss of any major contracts; and

(d)   After giving effect to this Amendment Agreement, no 
condition exists which, upon the effectiveness of the amendment 
contemplated hereby, would constitute a Default or an Event of 
Default on the part of the Borrower under the Credit Agreement or the 
Notes, either immediately or with the lapse of time or the giving of 
notice, or both.

3.	Conditions Precedent.  The effectiveness of this Amendment 
Agreement is subject to the receipt by the Agent of the following:


                                    2

(I)   four counterparts of this Amendment Agreement duly 
executed by the Borrower and the Required Lenders;

(ii)   copies of all additional agreements, instruments 
and documents which the Agent may reasonably request, such 
documents, when appropriate, to be certified by appropriate 
governmental authorities.

All proceedings of the Borrowers relating to the matters provided f or 
herein shall be satisfactory to the Lenders, the Agent and their counsel.

4.   Entire Agreement.  This Amendment Agreement sets forth the 
entire understanding and agreement of the parties hereto in relation to the 
subject matter hereof and supersedes any prior negotiations and agreements 
among the parties relative to such subject matter.  No promise, condition, 
representation or warranty, express or implied, not herein set forth shall 
bind any party hereto, and no one of them has relied on any such promise, 
condition, representation or warranty.  Each of the parties hereto 
acknowledges that, except as in this Amendment Agreement otherwise expressly 
stated, no representations, warranties or commitments, express or implied, 
have been made by any party to the other.  None of the terms or conditions 
of this Amendment Agreement may be changed, modified, waived or canceled 
orally or otherwise, except by writing, signed by all the parties hereto, 
specifying such change, modification, waiver or cancellation of such terms 
or conditions, or of any proceeding or succeeding breach thereof.

5.   Full Force and Effect of Agreement.  Except as hereby 
specifically amended, modified or supplemented, the Credit Agreement and all 
other Loan Documents are hereby confirmed and ratified in all respects and 
shall remain in full force and effect according to their respective terms.

6.   Counterparts.  This Amendment Agreement may be executed in any 
number of counterparts, each of which shall be deemed an original as against 
any party whose signature appears thereon, and all of which shall together 
constitute one and the same instrument.

7.   GOVERNING LAW.  THIS AMENDMENT AGREEMENT SHALL IN ALL RESPECTS 
BE GOVERNED BY THE LAW OF THE STATE OF FLORIDA, WITHOUT REGARD TO ANY 
OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS.  THE BORROWER HEREBY 
(i) SUBMITS TO THE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS OF 
FLORIDA FOR THE PURPOSES OF RESOLVING DISPUTES HEREUNDER OR UNDER ANY OF THE 
OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY OR FOR PURPOSES OF COLLECTION 
AND
(ii)	WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION.

S.   Enforceability.  Should any one or more of the provisions of 
this Amendment Agreement be determined to be illegal or unenforceable as to 
one or more of the parties hereto, all other



                                     3

provisions nevertheless shall remain effective and binding on the parties 
hereto.

   9.    Credit Agreement. All references in any of the Loan
Documents to the Credit Agreement shall mean and include the Credit
Agreement as amended hereby.

   10.    Successors and Assigns. This Amendment Agreement shall
be binding upon and inure to the benefit of each of the Borrower, the 
Lenders, the Agent and their respective successors, assigns and legal 
representatives; provided, however, that the Borrower, without the prior 
consent of the Lenders, may not assign any rights, powers, duties or 
obligations hereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment 
Agreement to be duly executed by their duly authorized officers, all as of 
the day and year first above written.


BORROWER:

REPTRON ELECTRONICS, INC.

By:
   -------------------------------
  Name:
       ---------------------------
                                          Title:
                                                --------------------------

NATIONSBANK, NATIONAL ASSOCIATION, 
(SOUTH) (f/k/a NationsBank of 
Florida, National
Association), as Agent for the
Lenders and as Lender

                                            By:
                                               -----------------------------
Name: Nancy Pearson
     -------------------------
Title: Senior Vice President
      ------------------------

    PNC BANK, KENTUCKY, INC.

    By:
        ----------------------------
     Name:
          --------------------------
     Title:
                                                   -------------------------







                                          4


                                      THE SUMITOMO BANK, LIMITED
                                      By:
                                         ---------------------------------
                                  Name:Allen L. Harvell, Jr.
                                       ------------------------------
                                  Title:Vice President and Manager
                                             -----------------------------
                                      By:
                                         ---------------------------------
                                 Name:Brian M, Smith
                                      ------------------------------
                                       Title: Sr. Vice President and RM (E)
                                             ------------------------------

                                      BARNETT BANK OF TAMPA
                                      By:
                                         ----------------------------------
                                       Name:
                                            -------------------------------
                                       Title:
                                             ------------------------------
















                                  EXHIBIT  10.39
















 .                            AMENDMENT AGREEMENT
                                    NO. 3,
                           TO THE AMENDED AND RESTATED
                  REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT

THIS AMENDMENT AGREEMENT NO. 3 TO THE AMENDED AND RESTATED REVOLVING 
CREDIT AND REIMBURSEMENT AGREEMENT (the "Amendment Agreement") is made and 
entered into as of the 25th day of, September, 1996 by and among REPTRON 
ELECTRONICS, INC., a Florida corporation having its principal place of 
business in Tampa, Florida (the "Borrower"), NATIONSBANK, NATIONAL 
ASSOCIATION (SOUTH) (f/k/a NationsBank of Florida, National Association), a 
national banking association ("NationsBank") in its capacity as agent (the 
"Agent") for each of the lenders (the "Lenders") now or hereafter party to 
the Credit Agreement (defined below) , and each of the undersigned Lenders. 
 Unless the context otherwise requires, all terms used herein without 
definition shall have the respective definitions provided therefor in the 
Credit Agreement.

                            W I T N E S S E T H:

WHEREAS, the Borrower, the Agent and the Lenders have entered into 
that certain Amended and Restated Revolving Credit and Reimbursement 
Agreement dated June 29, '1995 whereby the Lenders have made available to 
the Borrower (i) a $55,000,000 revolving credit facility, which shall 
include a letter of credit facility of up to $500,000 and (ii) a $9,942,917 
(as reduced from time to time in accordance with the terms thereof) direct 
pay letter of credit facility (together with the exhibits and schedules 
attached thereto, as the same has been amended by Amendment Agreement No. 1 
dated as of December 15, 1995 and by Amendment Agreement No. 2 dated as of 
March 15, 1996, and as the same may be hereafter amended, restated or 
supplemented, the "Credit Agreement"); and

WHEREAS, the Borrower has requested that the Lenders amend the Credit 
Agreement; and

WHEREAS, upon the terms and conditions contained herein, the Agent 
and the Lenders are willing to amend the Credit Agreement in the manner set 
forth herein;

NOW, THEREFORE, in consideration of the premises and conditions 
herein set forth, it is hereby agreed as follows:

1.   Credit Agreement Amendments. Subject to the conditions hereof, 
the Credit Agreement is hereby amended, effective as of the date hereof, as 
follows:

(a)   The Preliminary Statement thereof, in its Section 
(1)(iii), is hereby amended by deleting the amount 11 9,942,91711 
and inserting, in lieu thereof, the amount and
phrase "$ 9, 94 2, 91 (as reduced from time to time in accordance
with the	terms thereof)".

(b)	Section 1. 1 thereof is hereby amended to include in
the appropriate alphabetical order the following definition:

"`Consolidated Operating Lease Expense', means the 
gross amount of all lease or rental payments, whether or 
not characterized as rent, of the Borrower and its 
Subsidiaries, excluding payments in respect of 
Capitalized Lease Obligations, all determined on a 
consolidated basis in accordance with GAAP."

(c)   Section 1.1 thereof is hereby further amended as
follows:

(i)   The definition of "Applicable L/C Fee" is hereby 
amended (A) by deleting the phrases "(i)" and "(ii) 
the Consolidated Fixed Charge Ratio," and (B) by 
deleting, in its entirety, its existing schedule of 
ratios and by inserting, in lieu thereof, the following
                   schedule:

                                                                Applicable
                              "Consolidated Leverage             L/C Fee
                               ---------------------            ----------
                         (a)   Less than or equal to               1 3/4%
                               .65 to 1.00

                         (b)   Less than or equal to               1 1/2%
                               .60 to 1.00

                         (c)   Less than or equal to               1 1/4%
                               .50 to 1.00

(d)   Less than or equal to               1%"
      .40 to 1.00

(ii)   The definition of "Applicable Margin" is hereby amended 
(A) by deleting the phrases
"(i)" and "(ii) the Consolidated Fixed Charge Ratio," 
and (B) by deleting, in its entirety, its existing 
schedule of ratios and by inserting, in lieu thereof, 
the following schedule:

Applicable Margin
                                                      Eurodollar    Unused
                  "Consolidated Leverage                 Loan         Fee
                   ---------------------              ----------    ------

              (a)  Less than or equal to                1 7/8%       1/2%
                   .65 to 1.00

              (b)  Less than or equal to                1 5/8%       3/8%
                   .60 to 1.00

              (c)  Less than or equal to                1 3/8%      3/10%
                   .50 to 1.00

              (d)  Less than or equal to                1 1/8%     11/40%"
                   .40 to 1.00


                                          2

(iii)    The definition of "Consolidated Fixed Charge Ratio" is 
hereby amended and restated in its entirety as follows:

"'Consolidated Fixed Charge Ratio', means, 
with respect to the Borrower and its Subsidiaries 
for the Four-Quarter Period ending on the date of 
computation thereof, the ratio of (a) Consolidated 
EBITDA plus Consolidated Operating Lease Expense 
to (b) Consolidated Fixed Charges."

(iv)    The definition of "Consolidated Fixed Charges" is 
hereby amended and restated in its entirety as follows:

"`Consolidated Fixed Charges' means, with 
respect to the Borrower and its Subsidiaries, for 
the period of computation thereof, the sum of, 
without duplication, (i) Consolidated Interest 
Expense, (ii) Consolidated Operating Lease 
Expense, and (iii) required principal payments 
during such period of Consolidated Indebtedness."

(v)  The definition of "Revolving Credit Termination Date" 
is hereby amended by deleting the date "June 30, 1998" 
and inserting, in lieu thereof, the date "June 30, 
1999".

(vi)  The definition of "Total Facilities Commitment" is 
hereby amended and restated in its entirety as follows:

"`Total Facilities Commitment' means the 
Total Revolving Credit Commitment plus the Direct 
Pay Letter of Credit Commitment."

(d)   Section ll.l(b) thereof is hereby amended and restated in its 
entirety as follows:

"(b) Consolidated Leverage Ratio.  The Consolidated Leverage 
Ratio as at the end of any Fiscal Quarter to be greater than .65 to 
1.00."

(e)   Section 11.2(iii) thereof is hereby amended by deleting the 
amount "1,100,000" and inserting, in lieu thereof, the amount 
"5,000,000."


                                          3

(f)   Section 11. 6 thereof is hereby amended by (i) deleting 
the phrase "$10,000,000 in Fiscal Year 1996" and inserting, in lieu 
thereof, the phrase "$15,000,000 in Fiscal Year 1996", and by (ii) 
deleting the phrase "$7,000,000 in any Fiscal Year thereafter." and 
inserting, in lieu thereof, the phrase "$10,000,000 in any Fiscal 
Year thereafter."

(g)   Exhibit G to the Credit Agreement is hereby deleted in 
its entirety and replaced by Exhibit A as attached hereto.

2.   Representations and Warranties. In order to induce the Agent and 
the Lenders to enter into this Amendment Agreement, the Borrower hereby 
represents and warrants that the Credit Agreement has been re-examined by 
the Borrower and that except as disclosed by the Borrower in writing to the 
Lenders as of the date hereof:

(a)   The representations and warranties made by the Borrower 
in Article VIII thereof are true on and as of the date hereof;

(b)   There has been no material adverse change in the 
condition, financial or otherwise, of the Borrower and its 
Subsidiaries since the date of the most recent financial reports of 
the Borrower delivered to the Agent under Sections 10.1 and 10.2 
thereof, other than changes in the ordinary course of business;

(c)   The business and properties of the Borrower and its 
Subsidiaries are not, and since the date of the most recent financial 
reports of the Borrower delivered to the Agent under Sections 10.1 
and 10.2 thereof, have not been, adversely affected in any 
substantial way as the result of any fire, explosion, earthquake, 
accident, strike, lockout, combination of workers, flood, embargo, 
riot, activities of armed forces, war or acts of God or the public 
enemy, or cancellation or loss of any major contracts; and

(d)   After giving effect to this Amendment Agreement, no 
condition exists which, upon the effectiveness of the amendment 
contemplated hereby, would constitute a Default or an Event of 
Default on the part of the Borrower under the Credit Agreement or the 
Notes, either immediately or with the lapse of time or the giving of 
notice, or both.

3.   Conditions Precedent.  The effectiveness of this
Amendment Agreement is subject to the receipt by the Agent of the
following:

(i)  five counterparts of this Amendment Agreement duly 
executed by all signatories hereto;





                                       4

(ii)  resolutions of the Board of Directors or other
governing body of the Borrower- approving this Amendment
Agreement certified by the Secretary of the Borrower; and

(iii)  copies of all additional agreements,
instruments and documents which the Agent may reasonably 
request, such documents, when appropriate, to be certified by 
appropriate governmental authorities.

All proceedings of the Borrowers relating to the matters provided for herein 
shall be satisfactory to the Lenders, the Agent and their counsel.

4.  Entire Agreement. This Amendment Agreement sets forth the entire 
understanding and agreement of the parties hereto in relation to the subject 
matter hereof and supersedes any prior negotiations and agreements among the 
parties relative to such subject matter.  No promise, condition, 
representation or warranty, express or implied, not herein set forth shall 
bind any party hereto, and no one of them has relied on any such promise, 
condition, representation or warranty.  Each of the parties hereto 
acknowledges that, except as in this Amendment Agreement otherwise expressly 
stated, no representations, warranties or commitments, express or implied, 
have been made by any party to the other.  None of the terms or conditions 
of this Amendment Agreement may be changed, modified, waived or canceled 
orally or otherwise, except by writing, signed by all the parties hereto, 
specifying such change, modification, waiver or cancellation of such terms 
or conditions, or of any proceeding or succeeding breach thereof.

5.  Full Force and Effect of Agreement.  Except as hereby 
specifically amended, modified or supplemented, the Credit Agreement and all 
other Loan Documents are hereby confirmed and ratified in all respects and 
shall remain. in full force and effect according to their respective terms.

6.  Counterparts. This Amendment Agreement may be executed in any 
number of counterparts, each of which shall be deemed an original as against 
any party whose signature appears thereon, and all of which shall together 
constitute one and the same instrument.

7.  GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL IN ALL RESPECTS BE 
GOVERNED BY THE LAW OF THE STATE OF FLORIDA, WITHOUT REGARD TO ANY OTHERWISE 
APPLICABLE PRINCIPLES OF CONFLICT OF LAWS.  THE BORROWER HEREBY (i) SUBMITS 
TO THE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS OF FLORIDA FOR 
THE PURPOSES OF RESOLVING DISPUTES HEREUNDER OR UNDER ANY OF THE OTHER LOAN 
DOCUMENTS TO WHICH IT IS A PARTY OR FOR PURPOSES OF COLLECTION AND
(ii)	WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION.

8.  Enforceability. Should any one or more of the provisions of this 
Amendment Agreement be determined to be illegal or unenforceable as to one 
or more of the parties hereto, all other

                                       5


provisions nevertheless shall remain effective and binding on the parties 
hereto.

9.   Credit Agreement. All references in any of the Loan Documents to 
the Credit Agreement shall mean and include the Credit Agreement as amended 
hereby.

10.   Successors and Assigns. This Amendment Agreement shall be 
binding upon and inure to the benefit of each of the Borrower, the Lenders, 
the Agent and their respective successors, assigns and legal 
representatives; provided, however, that the Borrower, without the prior 
consent of the Lenders, may not assign any rights, powers, duties or 
obligations hereunder.



               [remainder of this page left blank intentionally]








                                       6


IN WITNESS WHEREOF,, the parties hereto have caused this Amendment 
Agreement to be duly executed by their duly authorized officers, all as of 
the day and year first above written.

                                        BORROWER:
REPTRON ELECTRONICS, INC.
By:
   ---------------------------------
Name:  Paul J. Plante
     -----------------------------
Title:  Vice President - Finance
      ----------------------------








                                Signature Page 1 of 5


NATIONSBANK, NATIONAL ASSOCIATION
                                        (SOUTH), as Agent for the Lenders

                                        By:
                                          ---------------------------------
                                         Name:  Lori Stone
                                             ------------------------------
                                         Title:  Vice President
                                               ----------------------------

                                        NATIONSBANK, NATIONAL ASSOCIATION
                                        (SOUTH), as Lender

                                        By:
                                          ----------------------------------
                                  Name:  Lori Stone
                                       ------------------------------
                                  Title:  Vice President
                                              ------------------------------







                                Signature Page 2 of 5


                                          PNC BANK, KENTUCKY, INC.

                                          By:
                                             ------------------------------
                                            Name:  Ralph A. Phillips
                                                 --------------------------
                                            Title:  Vice President
                                                 --------------------------






                                 Signature Page 3 of 5


                                          THE SUMITOMO BANK, LIMITED

                                           By:
                                              -----------------------------
                                              Name:  Allen L. Harvell, Jr.
                                                    -----------------------
                                              Title:  Vice President & Mgr.

                                           By:
                                              -----------------------------
                                              Name:  M. Phillip Freeman
                                                   ------------------------
                                              Title:  Vice Preisdent
                                                    -----------------------




                           Signature Page 4 of 5


                                            BARNETT BANK, N.A.

                                            By:
                                               ----------------------------
                                               Name:  David Austin
                                                    -----------------------
                                               Title:  Vice President
                                                     ----------------------





                           Signature Page 5 of 5


EXHIBIT A 
to Amendment

                                EXHIBIT G

                         Compliance Certificate


To:  NationsBank, National Association (South) as Agent
901 Main Street, 67th Floor
Dallas, Texas 75202
Attention:    Corporate Banking Department Nancy Pearson

With a copy to:       NationsBank, National Association (South) as Agent
One Independence Center
101 North Tryon Street
NCl-001-15-04
Charlotte, North Carolina 28255
Telefacsimile:  704/386-9923
Attention: Marie Garcelon, Agency Services

Reference is hereby made to the Amended and Restated Revolving Credit 
and Reimbursement Agreement dated as of June 29, 1995 as the same has been 
amended by Amendment Agreement No. 1 dated December 15, 1995, by Amendment 
Agreement No. 2 dated March 15, 1996, and by Amendment Agreement No. 3 dated 
September 25, 1996 (the "Agreement") among Reptron Electronics, Inc. (the 
"Borrower"), the Lenders party thereto and NationsBank, National Association 
(South) as Agent for the Lenders.  Capitalized terms used but not defined 
herein shall have the respective meanings therefor set forth in the 
Agreement.  The undersigned, a duly authorized and acting Authorized 
Officer, hereby certifies to you as of -----------------(insert most recent 
Fiscal Quarter or Fiscal Year end, the "Determination Date',] as follows':

1.  Calculations:

A.   Compliance with Section ll.l(a):

----------------------------
'If this Certificate is 
delivered in connection with an Acquisition pursuant to the Agreement, as 
indicated by the signature of the Authorized Representative in the following 
space:                                 . then the calculations provided in 
this Certificate include applicable financial information and results of 
operations on a consolidated historical pro forma basis of both the Person 
to be acquired,                 . [insert name of Person to be acquired] and 
the Borrower and its Subsidiaries, all as of and for the period ending on 
the Determination Date specified in the compliance certificate most recently 
required to be furnished to you pursuant to Section 10.6 of the Agreement.

Consolidated Tangible Net Worth

1.   Consolidated Tangible Net Worth required to be maintained as at 
the end of the immediately preceding Fiscal Quarter
(At least $34,000,000)                    $

2.   Consolidated Net Income during the current Fiscal
Quarter x 75%.                           $

3.   100% of aggregate amount of equity offering proceeds since 
     Closing Date                                      $
4.   Sum of A.l. + A.2. + A.3.                 $
5.   Actual Consolidated Tangible
Net Worth                                 $

Required:  At least $34,000,000 and any greater amount pursuant to 
Section ll.l(a)

B.     Compliance with Section ll.l(b). Consolidated Leverage Ratio

       1.   Consolidated Indebtedness                $
       2.   Consolidated Total Capital               $
       3.   Ratio of B.1. to B.2.                                   to 1.00
                                                               ----
Required:  Line B.3. must not be more than .65 to 1.00

C.     Compliance with Section ll.l(c): Consolidated Fixed Charge Ratio

1.   Consolidated EBITDA                       $

2.   Plus:  Consolidated Operating
                   Lease Expense                      $
      3.   C.l. + C.2.                                $
      4.   Consolidated Fixed Charges                 $
                        A-2

5.  Ratio of C.4. to C.5.                
          $

Required:  Line C.5. must not be less
than 1.25 to 1.00, all calculated on
a rolling Four-Quarter Period basis

D.   Compliance with Section ll.l(d): Current 
Ratio

     1.  Consolidated Current Assets            
         $
     2.  Consolidated Current Liabilities       
         $
     3.  Ratio of D.l. to D.2.                  
             to 1.00
                                         
       ------

Required:  Line D.3. must not be less 
than 1.50 to 1.00.

E.    Compliance with Section 11.3: Guaranties

1.    Aggregate amount of Guarantees 
(other than
Existing Guaranties)               
         $

2.     Indebtedness outstanding
       described in Section 11.2(v)      
          $
3.   E.l. + E.2.                         
          $

Required:  Line E.3 must not be greater 
than $500,000.

F.    Compliance with Section 11.6: Capital 
Expenditures

1.    Aggregate amount of Capital 
Expenditures during current
Fiscal Year                        
          $

Required:  Line F.1 must not exceed 
$11,000,000 in Fiscal Year 1995, 
$15,000,000 in Fiscal Year 1996 (plus any 
carryover from Fiscal Year 1995), or 
$10,000,000 in any subsequent Fiscal 
Year.

G.    Compliance with Section 11.9: Restricted 
Payments

1.   Consolidated Net Income X .25       
     $
2.   Lesser of $1,000,000 and G.l.       
     $
                           A-3
3.  Restricted Dividend Payments
    in current Fiscal Year         
           $
4.    G.2. - G.3.                  
             $
S.  Restricted Purchases in
current Fiscal Year         
              $

Required:  Line G.4. must not be 
less than 0; Line G.5. must not be 
greater than $100,000.

H.  Compliance with Section 11.13: 
Operating Leases

1.  Aggregate obligations 
under Operating Leases as of 
end of preceding Fiscal Year 
        $

2.  Aggregate annual obligations 
under Operating Leases in 
effect
     during current Fiscal Year    
            $
3.    H.2 - H.1                    
             $

Required:  Line H.3. must not be 
greater than $1,000,000.

2.   No Default

A.  To the best knowledge of 
the undersigned,
since -------------- (the date of 
the last similar
certification), (a) the Borrower 
has not defaulted in the keeping, 
observance, performance or 
fulfillment of any of the Loan 
Documents; and (b) no Default or 
Event of Default specified in 
Article XII of the Agreement has 
occurred.

B.  If a Default or Event of 
Default has occurred
since ------------------ (the date 
of the last similar
certification), the Borrower 
proposes to take the following 
action with respect to such Default 
or Event of Default:

             -----------------------------------
--------------------
             -----------------------------------
--------------------
             -----------------------------------
--------------------


(Note, if no Default or Event of Default
has occurred, insert "Not Applicable").

The Determination Date is the date of the last 
required
financial statements submitted to the Lenders in 
accordance with
Section 10.1 or 10.2, as the case may be, of the 
Agreement.

                                   A-4

IN WITNESS WHEREOF, I have executed this 
Certificate this----------
day of -------------- 19---.

                                 ---------------
---------------
Authorized 
Officer for 
Reptron
Electronics, 
Inc.








                                 A-5

Calculation Schedule to Compliance Certificate

                                   , 199  
-----------------------------------     --
[Insert applicable Determination Date]


1.  Consolidated EBITDA:

A.    Consolidated Net Income             
             $
     B.   Plus:  Consolidated Interest Expense  
            $
     C.   Plus:  Accrued income taxes           
            $
     D.   Plus:  Accrued depreciation           
            $
     E.   Plus:  Accrued amortization           
            $
     F.   Plus:  Consolidated EBITDA
          (l.A + l.B + l.C + l.D + l.E)         
            $

Total (to Line C )    
            $

2.   Consolidated Fixed Charges:

A.    Consolidated Interest Expense      
              $
B.    Consolidated Operating Lease
Expense                            
              $
C.    Principal payments on Consolidated
Indebtedness                       
              $
D.    Consolidated Fixed Charges:
(2.A + 2.B + 2.C)                  
            $
Total (to Line C.4)                
              $
3.    Consolidated Indebtedness:
A.  Revolver Outstandings
    (including Commercial LOCS)          
            $
B.  Capitalized Lease Obligations        
            $
C.  Term Loans (including current 
portion) to 
    include Flexible Term Notes    
            $
D.   Guaranties allowed under
Section 11.3(iii)                  
              $
Total (to Line B.1)                
              $

                              A-6

















                                 EXHIBIT  10.40
























AMENDMENT AGREEMENT NO. 4
                        TO THE AMENDED AND RESTATED
                 REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT

THIS AMENDMENT AGREEMENT NO. 4 TO THE AMENDED AND RESTATED REVOLVING 
CREDIT AND REIMBURSEMENT AGREEMENT (the "Amendment Agreement") is made and 
entered into as of this 31 day of January, 1997 among REPTRON ELECTRONICS, 
INC., a Florida corporation having its principal place of business in Tampa, 
Florida (the "Borrower"), NATIONSBANK, NATIONAL ASSOCIATION (SOUTH), a 
national banking association ("NationsBank") in its capacity as agent (the 
"Agent") for each of the lenders (the "Lenders") now or hereafter party to 
the Credit Agreement (defined below), and each of the undersigned Lenders.  
Unless the context otherwise requires, all terms used herein without 
definition shall have the respective definitions provided therefor in the 
Credit Agreement.

                              W I T N E S S E T H:

WHEREAS, the Borrower, the Agent and the Lenders have entered into 
that certain Amended and Restated Revolving Credit and Reimbursement 
Agreement dated June 29, 1995 whereby the Lenders have made available to the 
Borrower (i) a $55,000,000 revolving credit facility, which shall include a 
letter of credit facility of up to $500,000 and (ii) a $9,942,917 (as 
reduced from time to time in accordance with the terms thereof) direct pay 
letter of credit facility (together with the exhibits and schedules attached 
thereto, as the same has been amended by Amendment Agreement No. 1 dated as 
of December 15, 1995, Amendment Agreement No. 2 dated as of March 15, 1996 
and Amendment Agreement No. 3 dated as of September 24, 1996 and as the same 
may be further amended, restated or supplemented from time to time, the 
"Credit Agreement"); and

WHEREAS, the Borrower has requested that the Lenders amend the Credit 
Agreement to temporarily increase the Total Revolving Credit Commitment from 
$55,000,000 to $60,000,000; and

WHEREAS, upon the terms and conditions contained herein, the Agent 
and the Lenders are willing to amend the Credit Agreement to so increase the 
Total Revolving Credit Commitment through April 30, 1997;

NOW, THEREFORE, in consideration of the premises and conditions 
herein set forth, it is hereby agreed as follows:

l.  Credit Agreement Amendment. Subject to the conditions hereof, the 
Credit Agreement is hereby amended, effective as of the date hereof, as 
follows:

(a)  Section 1.1 thereof is hereby amended by amending and 
restating the following definitions in their entirety as follows:

"'Overline Notes' means the promissory notes of the 
Borrower dated as of January 31, 1997 and payable to
the order of the Lenders in the aggregate original principal amount 
of $5,000,000, each substantially in the form attached hereto as 
Exhibit O."

"'Overline Termination Date' means (i)April 30, 1997 or 
(ii) such earlier date of termination of Lenders' obligations 
pursuant to Article XII upon the occurrence of an Event of Default or 
(iii) such date as the Borrower may voluntarily permanently terminate 
the Revolving Credit Facility by payment in full of all obligations 
(including the discharge of all obligations with respect to Letters 
of Credit) or (iv) such later date as the Borrower and the Lenders 
shall agree in writing pursuant to Section 2.13 hereof."


"'Total Revolving Credit Commitment' means an amount 
equal to $55,000,000, as reduced from time to time in accordance with 
Section @ hereof; provided, however, that during the period beginning 
January 31, 1997 through but not including April 30, 1997, the Total 
Revolving Credit Commitment shall be equal to $60,000,000, as reduced 
from time to time in accordance with Section 2.7."

(b)  Section 2.7(b) thereof is hereby amended and restated in its 
entirety as follows:

11 (b) On the Overline Termination Date, the Borrower shall 
permanently reduce the Total Revolving Credit Commitment to an amount 
not to exceed $55, 000, 000 by payment in full of the Overline Note 
to the extent that (i) the sum of the Revolving Credit Debit Balance 
(excluding Construction Advances) and the Outstanding Commercial 
Letters of Credit exceeds the Unrestricted Total Revolving Credit 
Commitment or (ii) the sum of the Revolving Credit Debit Balance 
(including Construction Advances) and the Outstanding Commercial 
Letters of Credit exceeds the lesser of the Total Revolving Credit 
Commitment or the Borrowing Base, after giving effect to such 
reduction, together with accrued and unpaid interest on the amounts 
prepaid.  No such reduction and accompanying prepayment shall result 
in the payment of any Eurodollar Loan other than on the last day of 
the Interest Period of such Loan unless such prepayment is 
accompanied by amounts due, if any, under Section 5.4. Upon such 
reduction and accompanying prepayment, the Overline Notes shall be 
canceled and returned to the Borrower."

(c)  Exhibit Q shall be added to the Credit Agreement as attached 
hereto.


                                         2

1.  Applicable Commitment Percentages. The parties hereto agree that 
the Applicable Commitment Percentages of the Lenders set forth on Exhibit B 
to the Credit Agreement shall remain unchanged with respect to the Revolving 
Credit Facility.

2.  Representations and Warranties. In order to induce the Agent and 
the Lenders to enter into this Amendment Agreement, the Borrower hereby 
represents and warrants that the Credit Agreement has been re-examined by 
the Borrower and that except as disclosed by the Borrower in writing to the 
Lenders as of the date hereof:

(a)  The representations and warranties made by the Borrower in 
Article VIII thereof are true on and as of the date hereof;

(b)  There has been no material adverse change in the 
condition, financial or otherwise, of the Borrower and its 
Subsidiaries since the date of the most recent financial reports of 
the Borrower delivered to the Agent under Section 10.2 thereof, other 
than changes in the ordinary course of business;

(c)  The business and properties of the Borrower and its 
Subsidiaries are not, and since the date of the most recent financial 
reports of the Borrower delivered to the Agent under Section 10.2 
thereof, have not been, adversely affected in any substantial way as 
the result of any fire, explosion, earthquake, accident, strike, 
lockout, combination of workers, flood, embargo, riot, activities of 
armed forces, war or acts of God or the public enemy, or cancellation 
or loss of any major contracts; and

(d)  After giving effect to this Amendment Agreement, no 
condition exists which, upon the effectiveness of the amendment 
contemplated hereby, would constitute a Default or an Event of 
Default on the part of the Borrower under the Credit Agreement or the 
Notes, either immediately or with the lapse of time or the giving of 
notice, or both.

3.  Conditions Precedent. The effectiveness of this Amendment
Agreement is subject to the receipt by the Agent of the following:

(i)  six counterparts of this Amendment Agreement duly 
executed by all signatories hereto;

(ii)  the Notes, in the form attached hereto as Exhibit 
0, executed by the Borrower;

(iii)  resolutions of the Board of Directors or other 
governing body of the Borrower approving this Amendment 
Agreement certified by the Secretary of the Borrower; and



                                    3

(iv)  copies of all additional agreements, instruments 
and documents which the Agent may reasonably request, such 
documents, when appropriate, to be certified by appropriate 
governmental authorities.

All proceedings of the Borrowers relating to the matters provided for herein 
shall be satisfactory to the Lenders, the Agent and their counsel.

4.  Entire Agreement. This Amendment Agreement sets forth the entire 
understanding and agreement of the parties hereto in relation to the subject 
matter hereof and supersedes any prior negotiations and agreements among the 
parties relative to such subject matter.  No promise, condition, 
representation or warranty, express or implied, not herein set forth shall 
bind any party hereto, and no one of them has relied on any such promise, 
condition, representation or warranty.  Each of the parties hereto 
acknowledges that, except as in this Amendment Agreement otherwise expressly 
stated, no representations, warranties or commitments, express or implied, 
have been made by any party to the other.  None of the terms or conditions 
of this Amendment Agreement may be changed, modified, waived or canceled 
orally or otherwise, except by writing, signed by all the parties hereto, 
specifying such change, modification, waiver or cancellation of such terms 
or conditions, or of any proceeding or succeeding breach thereof.

5.  Full Force an Effect of Agreement. Except as hereby specifically 
amended, modified or supplemented, the Credit Agreement and all other Loan 
Documents are hereby confirmed and ratified in all respects and shall remain 
in full force and effect according to their respective terms.

6.  Counterparts. This Amendment Agreement may be executed in any 
number of counterparts, each of which shall be deemed an original as against 
any party whose signature appears thereon, and all of which shall together 
constitute one and the same instrument.

7.  GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL IN ALL RESPECTS BE 
GOVERNED BY THE LAW OF THE STATE OF FLORIDA, WITHOUT REGARD TO ANY WISE 
APPLICABLE PRINCIPLES OF CONFLICT OF LAWS.  THE BORROWER HEREBY (i) SUBMITS 
TO THE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS OF FLORIDA FOR 
THE PURPOSES OF RESOLVING DISPUTES HEREUNDER OR UNDER ANY OF THE OTHER LOAN 
DO S TO WHICH IT IS A PARTY OR FOR PURPOSES OF COLLECTION AND
(ii)  WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION.

8.  Enforceability. Should any one or-more of the provisions of this 
Amendment Agreement be determined to be illegal or unenforceable as to one 
or more of the parties hereto, all other provisions nevertheless shall 
remain effective and binding on the parties hereto.



                                         4

        9 .  Credit Agreement. All references in any of the Loan Documents 
to the Credit Agreement shall mean and include the Credit 
Agreement as amended hereby.

       10.  Successors and Assigns. This Amendment Agreement shall
be binding upon and inure to the benefit of each of the Borrower, the 
Lenders, the Agent and their respective successors, assigns and legal 
representatives; provide,' however, that the Borrower, without the prior 
consent of the Lenders, may not assign any rights, powers, duties or 
obligations hereunder.



             (remainder of this page left blank intentionally]








                                   5

IN WITNESS WHEREOF, the parties hereto have caused this Amendment 
Agreement to be duly executed by their duly authorized officers, all as of 
the day and year first above written.

                                        BORROWER:
REPTRON ELECTRONICS, INC.
By:
                                           --------------------------------
                                         Name:  Paul J. Plante
                                              -----------------------------
                                         Title:  CFO
                                              -----------------------------

                                         NATIONSBANK, NATIONAL ASSOCIATION
                                          (South), as Agent and a Lender

                                          By:
                                             -------------------------------
                                            Name:  Lori Stone
                                                 ---------------------------
                                            Title:  Vice President
                                                 ---------------------------

                                          PNC BANK, KENTUCKY, INC.

                                          By:
                                              ------------------------------
                                            Name:  James D. Neil
                                                 ---------------------------
                                            Title:  Vice President
                                                  --------------------------

                                          THE SUMITOMO ABNK, LIMITED

                                        By:
                                           ---------------------------------
                                          Name:  Allen L. Harvell, Jr.
                                               -----------------------------
                                          Title:  Vice President and Manager
                                                ----------------------------

                                        By:
                                           ---------------------------------
                                          Name:  M. Phillip Freeman
                                               -----------------------------
                                          Title:  Vice President 
                                                ----------------------------

                                            BARNETT BANK OF TAMPA


                                        By:
                                           ---------------------------------
                                          Name:  David Austin
                                               -----------------------------
                                          Title:  SVP 
                                                ----------------------------

EXHIBIT O


                               PROMISSORY NOTE


$[            ]                             Charlotte, North Carolina

January [  ], 
1997

FOR VALUE RECEIVED, REPTRON ELECTRONICS, INC., a Florida corporation 
having its principal place of business located in Tampa, Florida (the 
"Borrower") , hereby promises to pay to the order of [                     ] 
(the "Lender"), in its individual capacity, at the office of NationsBank, 
National Association (South) , as agent for the Lenders (the "Agent") , 
located at One Independence Center, 101 North Tryon Street, Charlotte, North 
Carolina 28255 (or at such other place or places as the Agent may designate) 
at the times set forth in the Amended and Restated Revolving Credit and 
Reimbursement Agreement dated as of June 29, 1995 among the Borrower, the 
financial institutions party thereto (collectively, the "Lenders") and the 
Agent(as previously amended and as further amended and supplemented and in 
effect from time to time, the "Credit Agreement"; all capitalized terms not 
otherwise defined herein shall have the respective meanings set forth in the 
Credit Agreement), in lawful money of the United States of America, in 
immediately available funds, the principal amount of [                 ] 
DOLLARS ($[               ]) and to pay interest from the date hereof on the 
unpaid principal amount hereof, in like money, at said office, on the dates 
and at the rates provided in the Credit Agreement.  All or any portion of 
the principal amount of such Loans or other obligations may be prepaid as 
provided in the Credit Agreement.

This Note is one of the Notes in the aggregate principal amount of 
$60,000,000 referred to in the Credit Agreement and is issued pursuant to 
and entitled to the benefits and security of the Credit Agreement to which 
reference is hereby made for a more complete statement of the terms and 
conditions upon which the Loans evidenced hereby were or are made and are to 
be repaid.  This Note is subject to certain restrictions on transfer or 
assignment as provided in the Credit Agreement.

The Credit Agreement provides for the acceleration of the maturity of 
this Note upon the occurrence of certain events and for prepayments of 
obligations upon the terms and conditions specified therein.

If payment of all sums due hereunder is accelerated under the terms 
of the Credit Agreement or under the terms of the other Loan Documents 
executed in connection with the Credit Agreement, the then remaining 
principal amount and accrued but unpaid interest shall bear interest which 
shall be payable on demand at the rates

                                          0-1

per annum set forth in the Credit Agreement, or the maximum rate permitted 
under applicable law, if lower, until such principal and interest have been 
paid in full.  Further, in the event of such acceleration, this Note, and 
all other indebtedness of the Borrower to the Lenders shall become 
immediately due and payable, without presentation, demand, protest or notice 
of any kind, all of which are hereby waived by the Borrower.

In the event this Note is not paid when due at any stated or 
accelerated maturity, the Borrower agrees to pay, in addition to the 
principal and interest, all costs of collection, including reasonable 
attorneys' fees, and interest thereon at the rates set forth above.

Interest hereunder shall be computed on the basis of a 360-day year 
for the actual number of days in the interest period.

This Note shall be governed by, and construed in accordance with, the 
internal substantive law of the State of Florida without regard to otherwise 
applicable choice of laws rules.

All Persons bound on this obligation, whether primarily or 
secondarily liable as principals, sureties, guarantors, endorsers or 
otherwise, hereby waive to the full extent permitted by law the benefits of 
all provisions of law for stay or delay of execution or sale of property or 
other satisfaction of judgment against any of them on account of liability 
hereon until judgment be obtained and execution issues against any other of 
them and returned satisfied or until it can be shown that the maker or any 
other party hereto had no property available for the satisfaction of the 
debt evidenced by this instrument, or until any other proceedings can be had 
against any of them, and also their right, if any, to require the holder 
hereof to hold as security for this Note any collateral deposited by any of 
said Persons as security.  Protest, notice of protest, notice of dishonor, 
dishonor, demand or any other formality are hereby waived by all parties 
bound hereon.

Notwithstanding any other provision herein, the aggregate interest 
rate charged under this Note, including all charges or fees in connection 
therewith deemed in the nature of interest under Florida law, shall not 
exceed the Highest Lawful Rate (as such term is defined below).  If the rate 
of interest (determined without regard to the preceding sentence) under this 
Note at any time exceeds the Highest Lawful Rate (as defined below), the 
outstanding amount of the Loans made hereunder shall bear interest at the 
Highest Lawful Rate until the total amount of interest due hereunder equals 
the amount of interest which would have been due hereunder if the stated 
rates of interest set forth in this Note had at all times been in effect.  
In addition, if when the Loans made hereunder are repaid in full the total 
interest due hereunder (taking into account the increase provided for above) 
is less than the total amount of interest which would have been due 
hereunder if the stated rates of interest set forth in this Note had at all

                                         0-2


times been in effect, then to the extent permitted by law, the Borrower 
shall pay to the Agent an amount equal to the difference between the amount 
of interest paid and the amount of interest which would have been paid if 
the Highest Lawful Rate had at all times been in effect.  Subject to the 
adjustments permitted above, at no time will the interest paid be greater 
than the stated rate.  Notwithstanding the foregoing, it is the intention of 
the Lender and the Borrower to conform strictly to any applicable usury 
laws.  Accordingly, if the Lender contracts for, charges, or receives any 
consideration which constitutes interest in excess of the Highest Lawful 
Rate, then any such excess shall be canceled automatically and, if 
previously paid, shall at the Lender's option be applied to the outstanding 
amount of the Loans made hereunder or be refunded to the Borrower. As used 
in this paragraph, the term "Highest Lawful Rate" means the maximum lawful 
interest rate, if any, that at any time or from time to time may be 
contracted for, charged, or received under the laws applicable to the Lender 
which are presently in effect or, to the extent allowed by law, under such 
applicable laws which may hereafter be in effect and which allow a higher 
maximum nonusurious interest rate than applicable laws now allow.

IN WITNESS WHEREOF, the Borrower has caused this Note to be made, 
executed and delivered by its duly authorized representative as of the date 
and year first above written, all pursuant to authority duly granted.


REPTRON ELECTRONICS, INC.
WITNESS:
                                        By:
                                          ------------------------------
-------------------                       Name:
                                               -------------------------
-------------------                       Title:
                                               -------------------------







                                     0-3

ACKNOWLEDGMENT OF EXECUTION ON BEHALF OF
REPTRON ELECTRONICS, INC.


STATE OF NORTH CAROLINA

COUNTY OF MECKLENBURG


Before me, the undersigned, a Notary Public in and for said State and 
County on this [ ] day of January, 1997 A.D., personally appeared Paul J. 
Plante, being and by me duly sworn says he works at 14401 McCormick Drive, 
Tampa, Florida 33626, known to be the Vice President-Finance of Reptron 
Electronics, Inc. (the "Company") , who, being by me duly sworn, says that 
by authority duly given by, and as the act of the Company the foregoing and 
annexed Note dated January [ ] , 1997, was signed by him as said Vice 
President-Finance on behalf of the Company.

Witness my hand and of f official seal this day of January, 1997.



Notary Public

(SEAL)

My commission expires:








                                      0-4

Affidavit of (             )


The undersigned, being first duly sworn, deposes and says that:
  1.  He is an employee of Smith Helms Mulliss & Moore, L.L.P., 
counsel to NationsBank, National Association (South) and works at 214 North 
Church Street, Charlotte, North Carolina 28212.

11. The Note of Reptron Electronics, Inc. to (                  ]in
the principal amount of $[ ]dated as of January 1997 was executed before him 
and delivered to him on behalf of the Lender in Charlotte, North Carolina.

This the [  ]day of January, 1997.

                                                   Name:


Acknowledgment of Execution

STATE OF NORTH CAROLINA )
                        )SS.:
COUNTY OF MECKLENBURG   )

Before me, the undersigned, a Notary Public in and for said


State and County on this [  ] day of January, 1997 A.D., personally appeared 
-------------------------being and by me duly sworn affixed


his signature to the above Affidavit.

Witness my hand and of f official seal this day of January, 1997.


Notary Public

(SEAL)

My commission expires:








                                          0-5














                                       EXHIBIT 23.1





















CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our reports dated February 5, 1997, accompanying the 
consolidated financial statements and schedule of Reptron Electronics, Inc., 
that are included in the Company's form 10-K for the year ended December 31, 
1996.  We hereby consent to the incorporation by reference of said reports 
in the Registration Statement of Reptron Electronics, Inc., on Form S-8 
(File No. 33-87854, effective December 22, 1994).

GRANT THORNTON LLP

Tampa, Floirida
February 5, 1997