<PAGE>

                              United States
                   Securities and Exchange Commission
                         Washington, D.C.  20549


                                FORM 10-Q

(Mark One)

[X]    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
                 For the Quarterly Period Ended July 31, 1997

                                   or

[ ]    Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
          For the Transition Period From _____________ to ____________



                       Commission file number 0-22532

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



             DELAWARE                                 84-0585211

  (State or other jurisdiction of                  (I.R.S. employer
   incorporation or organization)                 identification no.)


              321A WEST 84TH AVENUE, THORNTON, COLORADO  80221
             (Address of principal executive offices, zip code)

                              (303) 412-2500
            (Registrant's telephone number, including area code)


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

                          YES   [X]    NO   [ ]

The number of outstanding shares of common stock as of September 12, 1997 was
8,003,132.

<PAGE>


                         ULTIMATE ELECTRONICS, INC.

                                FORM 10-Q

                                 INDEX


PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements (Unaudited):                            Page No.

          Condensed Consolidated Balance Sheets as of July 31, 1997
          and January 31, 1997                                             3


          Consolidated Statements of Operations for the three and
          six months ended July 31, 1997 and July 31, 1996                 4

          Condensed Consolidated Statements of Cash Flows for the
          six months ended July 31, 1997 and July 31, 1996                 5

          Notes to Condensed Consolidated Financial Statements             6


Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                              8

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                               11

Item 2.   Changes in Securities                                           11


Item 3.   Defaults Upon Senior Securities                                 11

Item 4.   Submission of Matters to a Vote of Security Holders             11

Item 5.   Other Information                                               11

Item 6.   Exhibits and Reports on Form 8-K                                12

                                     2
<PAGE>


Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)


                        ULTIMATE ELECTRONICS, INC.
                  CONDENSED CONSOLIDATED BALANCE SHEETS

                 (amounts in thousands, except share data)

<TABLE>
                                                                (Unaudited)
                                                                  July 31,  January 31,
                                                                   1997        1997
                                                                 --------    --------
<S>                                                              <C>         <C>
ASSETS:
Current assets:
   Cash and cash equivalents                                     $  2,864    $    764
   Accounts receivable                                             16,449      13,788
   Merchandise inventories                                         44,954      41,414
   Other assets                                                     2,866         642
                                                                 --------    --------
      Total current assets                                         67,133      56,608

Property and equipment, net                                        50,013      44,632
Property under capital leases, including related parties, net       2,238       1,019
Other assets                                                        3,337       1,051
                                                                 --------    --------
Total assets                                                     $122,721    $103,310
                                                                 --------    --------
                                                                 --------    --------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
   Accounts payable                                              $ 28,303    $ 21,651
   Other current liabilities                                       10,763       7,089
                                                                 --------    --------
      Total current liabilities                                    39,066      28,740

Note payable                                                       23,235      17,237
Bonds payable                                                      13,000      13,000
Term loans                                                            788         928
Capital lease obligations, including related parties                2,213       1,007
Deferred tax liability                                                860         695
Commitments
Stockholders' equity:
   Preferred stock, par value $.01 per share
      Authorized shares - 10,000,000
      No shares issued and outstanding                                 --          --
   Common stock, par value $.01 per share
      Authorized shares - 10,000,000 
      Issued and outstanding shares, 7,981,432
        at July 31, 1997 and 6,995,000 at January 31, 1997             80          70
   Additional paid-in capital                                      33,589      31,009
   Retained earnings                                                9,890      10,624
                                                                 --------    --------
      Total stockholders' equity                                   43,559      41,703
                                                                 --------    --------
Total liabilities and stockholders' equity                       $122,721    $103,310
                                                                 --------    --------
                                                                 --------    --------
</TABLE>

   See accompanying notes to Condensed Consolidated Financial Statements.



                                    3

<PAGE>
                                      
                          ULTIMATE ELECTRONICS, INC.         
                    CONSOLIDATED STATEMENTS OF OPERATIONS    
                                 (UNAUDITED)                 
                                                             
                (amounts in thousands, except per share data)

<TABLE>
                                           Three Months Ended        Six Months Ended    
                                                 July 31,                 July 31,       
                                           -------------------     --------------------- 
                                            1997        1996        1997          1996   
                                           -------     -------     --------     -------- 
<S>                                        <C>         <C>         <C>          <C>      
Net sales                                  $61,944     $57,144     $117,452     $116,759 
Cost of goods sold                          45,030      41,410       86,088       86,123 
                                           -------     -------     --------     -------- 
Gross profit                                16,914      15,734       31,364       30,636 
Selling, general and administrative 
  expenses                                  16,615      14,594       30,775       29,789 
                                           -------     -------     --------     -------- 
Income from operations                         299       1,140          589          847 
Interest expense, net                          971         854        1,754        1,597 
                                           -------     -------     --------     -------- 
Income (loss) before income taxes             (672)        286       (1,165)        (750)
Provision (benefit) for income taxes          (250)        106         (432)        (277)
                                           -------     -------     --------     -------- 
Net income (loss)                          $  (422)    $   180     $   (733)    $   (473)
                                           -------     -------     --------     -------- 
                                           -------     -------     --------     -------- 
                                                                                                                                 
Earnings (loss) per share of common stock  $ (. 06)    $   .03     $   (.10)    $   (.07)
Weighted average shares outstanding          7,327       6,995        7,164        6,995 

</TABLE>

See accompanying notes to Condensed Consolidated Financial Statements.


















                                      4 
<PAGE>
                          ULTIMATE ELECTRONICS, INC.
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)
                                       
                           (amounts in thousands)
                                       
                                                             Six Months Ended  
                                                                 July 31,      
                                                            ------------------ 
                                                             1997       1996   
                                                            -------    ------- 
CASH FLOWS FROM OPERATING ACTIVITIES:

Net cash provided by operating activities                   $ 6,903    $   362 

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment                          (2,503)    (3,161)
Purchase of Audio King                                         (836)         - 
                                                            -------     ------ 
Net cash used in investing activities                        (3,339)    (3,161)

CASH FLOWS FROM FINANCING ACTIVITIES:

Net proceeds from note payable                                    -      2,000 
Principal payments on note payable                           (1,172)         - 
Proceeds from term loans                                          -        225 
Principal payments on term loans and capital 
  lease obligations                                            (292)      (231)
                                                            -------     ------ 
Net cash provided by (used in) financing activities          (1,464)     1,994 
                                                            -------     ------ 
Net increase (decrease) in cash and cash equivalents          2,100       (805)

Cash and cash equivalents at beginning of period                764        979 
                                                            -------     ------ 
Cash and cash equivalents at end of period                  $ 2,864     $  174 
                                                            -------     ------ 
                                                            -------     ------ 




See accompanying notes to Condensed Consolidated Financial Statements.















                                       5 
<PAGE>

                           ULTIMATE ELECTRONICS, INC.

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

                                 JULY 31, 1997

1.   ACCOUNTING POLICIES

     The Company's unaudited condensed consolidated financial statements have
     been prepared by the Company in accordance with generally accepted
     accounting principles for interim financial reporting and the regulations
     of the Securities and Exchange Commission for quarterly reporting.
     Accordingly, they do not include all information and footnotes required by
     generally accepted accounting principles for complete financial statements.
     In the opinion of the Company, the statements include all adjustments,
     consisting only of normal recurring adjustments, which are necessary for a
     fair presentation of the financial position, results of operations and cash
     flows for the interim periods. Operating results for the six month period
     ended July 31, 1997 are not necessarily indicative of the results that may
     be expected for the year ending January 31, 1998.  Seasonal fluctuations in
     sales of the Company's products result primarily from the purchasing
     patterns of individual consumers during the Christmas holiday season. These
     patterns tend to moderately concentrate sales in the latter half of the
     year, particularly in the fourth quarter.  For further information, refer
     to the financial statements and footnotes thereto included in the Company's
     Annual Report to Stockholders for the year ended January 31, 1997.

2.   PRINCIPLES OF CONSOLIDATION

     The unaudited condensed consolidated financial statements include the
     accounts of all subsidiaries.  All intercompany accounts and transactions
     have been eliminated upon consolidation.

3.   ACCOUNTING STANDARDS

     In February 1997, the Financial Accounting Standards Board issued Statement
     No. 128, "Earnings Per Share," which is required to be adopted on January
     31, 1998.  At such time, the Company will be required to change the method
     it currently uses to compute earnings per share and to restate all prior
     periods.  Under the new requirements for calculating primary earnings per
     share, the dilutive effect of stock options will be excluded. The impact of
     Statement No. 128 on prior periods is not expected to be material.

4.   MERGER

     On June 27, 1997, the Company completed a merger in which the Company
     acquired all of the outstanding shares of Audio King Corporation ("Audio
     King"). Audio King, a consumer specialty electronics company, operated 11
     retail stores; eight in Minnesota, two in Iowa and one in South Dakota. The
     purchase price consisted of $2.5 million in cash, 986,432 shares of
     Ultimate's common stock valued at $2.6 million, assumed debt of $7.2
     million, and other expenses and severance costs of $1.2 million.  The
     transaction was accounted for as a purchase, whereby the purchase price has
     been allocated to the acquired assets and liabilities based on estimated
     fair value at the acquisition date. The transaction resulted in the Company
     recording goodwill in the amount of $2.3 million. The results of operations
     since the acquisition date are included in the accompanying condensed 
     consolidated financial statements.


                                       6
<PAGE>
                           ULTIMATE ELECTRONICS, INC.

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


4.   MERGER (CONTINUED)

     The following unaudited pro forma combined net sales, net income (loss) 
     and earnings (loss) per share data summarize the results of operations 
     for the six month periods ended July 31, 1997 and 1996 as if Audio King 
     had been acquired at the beginning of fiscal year 1997.



                              UNAUDITED PRO FORMA
                 (amounts in thousands, except per share data)

                                               Six Months Ended
                                        ------------------------------
                                        July 31, 1997    July 31, 1996
                                        -------------    -------------
           Net sales                       $139,227         $147,904
                                           --------         --------
                                           --------         --------
           Net income (loss)               $ (1,702)        $ (1,186)
                                           --------         --------
                                           --------         --------
           Earnings (loss) per share       $   (.21)        $   (.15)
                                           --------         --------
                                           --------         --------

     The unaudited pro forma combined financial results do not purport to
     represent the actual results of operations which would have occurred had
     such transactions been at the beginning of the period indicated or the
     Company's results of operations for any future period.  Anticipated
     operational efficiencies from the integration of the acquisition are not
     fully reflected in the above pro forma data and there can be no 
     assurance that such efficiencies will be achieved in the future.

     The above pro forma data include adjustments to:  eliminate Audio King
     consulting, legal and accounting costs directly related to the acquisition;
     eliminate duplicate executive managements' and buyers' salaries; adjust 
     interest expense for the cash outlay for the purchase of Audio King; 
     eliminate Audio King goodwill amortization and amortize the new goodwill; 
     and reflect the tax effects of the above adjustments.















                                       7
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Management's discussion and analysis of financial condition and results of
operations and the financial statements and accompanying notes contain forward-
looking information which is subject to risks and uncertainties, including, but
not limited to, the effects of the completed merger, the ability of the Company
to combine the two companies profitably, increases in promotional activities of
competitors, further expansion by competitors into the Company's markets,
changes in consumer buying attitudes, the presence or absence of new products or
product features in the Company's merchandise categories, changes in vendor
support for advertising and promotional programs, changes in the Company's
merchandise sales mix and general economic conditions.  Please refer to a
discussion of these and other factors in the Company's Annual Report on Form
10-K for the year ended January 31, 1997 and other filings with the Securities
and Exchange Commission.  The Company disclaims any intent or obligation to 
update publicly these forward-looking statements, whether as a result of new 
information, future events or otherwise.

RESULTS OF OPERATIONS

Net sales for the three months ended July 31, 1997 increased 8% to $61.9 
million from $57.1 million for the three months ended July 31, 1996.  Net 
sales for the six months ending July 31, 1997 increased 1% to $117.5 million 
from $116.8 million for the six months ended July 31, 1996.  The increase in 
sales during these periods was due primarily to the acquisition of Audio King 
effective June 27, 1997.  Comparable store sales decreased 6% and 11% for the 
three and six months ended July 31, 1997, respectively.  The decrease in 
comparable store sales for the three and six months ended July 31, 1997 was 
due in part to a continuing sluggish retail environment and the openings of 
competitors' stores within markets the Company already serves, which openings 
adversely affected sales at the Company's existing stores in these markets.

Gross profit for the three months ended July 31, 1997 increased 8% to $16.9
million (27.3% of net sales) from $15.7 million (27.5% of net sales) for the
three months ended July 31, 1996.  Gross profit for the three months ended July
31, 1997 was negatively impacted by a reduction of inventory as the Company
closed out certain products and phased out two product lines at Audio King.
Gross profit for the six months ended July 31, 1997 increased 2% to $31.4
million (26.7% of net sales) from $30.6 million (26.2% of net sales) for the six
months ended July 31, 1996.  The increase in gross profit as a percentage of net
sales for the six months ended July 31, 1997 was primarily attributable to a
higher mix of sales of discontinued and promotional computer products sold in
the prior year period.

Selling, general and administrative expenses for the three months ended July 31,
1997 increased to $16.6 million (26.8% of net sales) from $14.6 million (25.5%
of net sales) for the three months ended July 31, 1996.  The $2.0 million
increase in expenses was due primarily to higher sales commissions, bankcard
fees and other sales related costs associated with the higher sales volume,
higher store facility expenses associated with the Company's larger and newer
stores, as well as the acquisition of Audio King.  Selling, general and
administrative expenses for the six months ending July 31, 1997 increased to
$30.8 million (26.2% of net sales) from $29.8 million (25.5% of net sales) for
the six months ended July 31, 1996.

As a result of the foregoing, income from operations decreased 74% to $299,000
(0.5% of net sales) for the three months ended July 31, 1997, compared to income
from operations of $1.1 million (2.0% of net sales) for the three months ended
July 31, 1996.  Income from operations decreased 30% to $589,000 (0.5% of net
sales) for the six months ended July 31, 1997 from $847,000 (0.7% of net sales)
for the six months ended July 31, 1996.

Interest expense increased to $971,000 and $1.8 million for the three and six 
months ended July 31, 1997, respectively, from $854,000 and $1.6 million for 
the three and six months ended July 31, 1996, respectively. These increases 
were due primarily to a slightly higher interest rate on amounts outstanding 
under the Company's revolving line of credit as well as the additional 
borrowings for the month of July 1997 as a result of the acquisition of Audio 
King.

                                       8
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company's primary sources of liquidity have been net cash from
operations and from revolving credit lines and term loans.  With the addition of
Audio King and the opening of a new store in August 1997 in Lakewood, Colorado,
the Company now operates a total of 30 stores in nine states.  The Company has
funded this expansion in part through two public offerings of its common stock
and additional borrowings under the Company's line of credit facility with
Norwest Bank Colorado, N.A. ("Norwest Bank").

In March 1995, the Company received proceeds of $12.3 million (net of the
underwriting discount and other associated costs) from the sale of $13.0 million
aggregate principal amount of 10.25% First Mortgage Bonds (the "Bond Offering").
The proceeds of the Bond Offering were used to fund a substantial portion of the
construction of the Company's warehouse, office, service and store facility in
Thornton, Colorado (the "Thornton Facility").  Interest on the bonds accrues at
the rate of 10.25% per year until maturity or earlier redemption.  The Company
is required to redeem $3.25 million aggregate principal amount of the bonds
annually (reduced to the extent of the bonds purchased or redeemed by the
Company earlier) on January 31, 2002 and on January 31 of each of the three
years thereafter, at a redemption price equal to par plus accrued interest to
the date of redemption.  The bonds are not redeemable prior to March 31, 2000
and are secured by the Thornton Facility.

Net cash provided by operations was $6.9 million for the six months ended July,
31, 1997 compared to net cash provided by operations of $362,000  for the six
months ended July 31, 1996.  The increase in cash provided by operations for the
six months ending July 31, 1997 was primarily the result of the Company's
efforts to reduce inventory levels in the current year.

The Company intends to continue its expansion into select metropolitan areas 
in the Rocky Mountain, Midwest and Southwest regions with its larger format 
stores. In fiscal 1998, the Company replaced its Aurora, Colorado store with 
a larger format store in Englewood, Colorado.  In August 1997, the Company 
opened a larger format store in Lakewood, Colorado and is currently in the 
process of remodeling six of the eleven Audio King stores to allow for 
increased selection in those stores in the key area of larger format 
television as well as other product categories.  In fiscal 1999, the Company 
expects to expand or relocate and expand one to two of the remaining Audio 
King stores into a larger store format.

The Company's primary capital requirements are directly related to expenditures
for new store openings and the remodeling and upgrading of existing store
locations.  With the exception of Thornton, all stores are leased.
Capital expenditures to open these new stores have averaged $2.3 million,
excluding preopening costs ranging from $300,000 to $600,000. Capital
expenditures to relocate and expand existing stores in fiscal 1998 are expected
to average $2.0 million per store, excluding preopening expenses ranging from
$100,000 to $300,000.  Preopening costs include such items as advertising prior
to opening, recruitment and training of new employees and any costs of early
termination of store leases. The initial inventory requirement for the Company's
new larger format stores averages approximately $2.4 million per store,
approximately $1.0 million of which is financed through trade credit.

The Company executed a new revolving line of credit agreement with Norwest 
Bank on November 21, 1996 that expires on September 30, 1998. Borrowings 
under the revolving line of credit are limited to the lesser of $35 million 
or 70% of eligible inventory.  Borrowings under this credit facility in the 
amount of $23.2 million were outstanding as of July 31, 1997.  Due to lower 
than expected sales performance in the fourth quarter of fiscal 1997, the 
Company was in violation of certain of its financial covenants under the 
current credit agreement and received a waiver from the bank for the 
violations.  On March 11, 1997, the credit agreement was amended to reduce 
the minimum net worth requirement and the maximum ratio of funded debt to 
earnings before interest, taxes, depreciation and amortization.  On June 27, 
1997, the credit agreement was further amended to adjust covenant 
requirements to levels conforming with the Audio King acquisition.  
Management believes the Company's operations for fiscal 1998 will be 
sufficient to enable the Company to be in compliance with the amended 
covenants for all periods of fiscal year 1998.

                                       9
<PAGE>

Accordingly, amounts payable under the term loan agreement are classified as
long term in the accompanying balance sheet.

The Company believes that its cash flow from operations and borrowings under
existing and new credit facilities will be sufficient to fund the Company's
operations and its store relocation plans for fiscal 1998.  There can be no
assurance that the Company will not experience significant delays, cost overruns
or completion problems in connection with the relocation of existing stores or
additional unanticipated costs associated with the acquisition of Audio King.
Moreover, there can be no assurance that the capital requirements for the
Company's stores will not exceed the Company's current estimates.  In order to
fund the capital requirements for its anticipated expansion plans beyond fiscal
1998, the Company may be required to seek additional financing, which may take
the form of expansion of its existing credit facility or possibly additional
debt or equity financings.  There can be no assurance that the Company will be
able to obtain such funds on favorable terms, if at all.

SEASONALITY

The Company's business is affected by seasonal consumer buying patterns.  As is
the case with other retailers, the Company's sales and profits have been
greatest in the fourth quarter (which includes the Christmas selling season).
If, for any reason, the Company's sales were to be substantially below
expectations during these months, the Company's annual results would be affected
in an adverse and disproportionate manner. Operating results are dependent upon
a number of factors, including discretionary consumer spending, which is in turn
affected by local, regional or national economic conditions affecting disposable
consumer income, such as employment, business conditions, interest rates and
taxation.  The Company's quarterly results of operations may fluctuate
significantly as a result of a number of factors, including the timing of new or
relocated and expanded store openings and related expenses, the success of new
stores and the impact of new stores on existing stores, among others.  As the
Company has opened additional stores or relocated and expanded stores within
markets it already serves, sales at existing stores have been adversely
affected.  Such adverse effects may occur in the future.  The Company's
quarterly operating results also may be affected by increases in merchandise
costs, price changes in response to competitive factors, new and increased
competition, product availability and the costs associated with the opening of
new stores.
























                                       10
<PAGE>

PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.

          From time to time, the Company is a party to certain legal proceedings
          arising in the ordinary course of its business.  Management believes 
          that any resulting liability, individually or in the aggregate, will 
          either be covered by insurance or will not have a material adverse 
          effect on the Company's financial condition.

ITEM 2.   CHANGES IN SECURITIES.

          None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

          None

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

          The 1997 Annual Meeting of Stockholders of Ultimate Electronics, Inc.
          was held on June 10, 1997.  At the meeting, William J. Pearse was 
          elected as a Class III director for a three-year term expiring at 
          the 2000 Annual Meeting of Stockholders.  David J. Workman, Alan E. 
          Kessock, Randall F. Bellows and Robert W. Beale continue their 
          respective terms as directors of the Company.

          The matters voted upon and passed at the Meeting were (i) the election
          of the above noted director (ii) a proposal to adopt the Equity 
          Incentive Plan which replaces the Company's Employee Stock Option Plan
          and authorizes 750,000 shares of common stock under the new plan 
          (iii) the ratification of the appointment of Ernst & Young LLP as the
          Company's independent public accountants for the fiscal year ending 
          January 31, 1998.  The results of the voting on these matters is 
          outlined in the following table.

                                                    VOTES      VOTES     VOTES
                       PROPOSAL                      FOR      AGAINST  ABSTAINED
               -----------------------------------------------------------------
               Election of Director:
                 William J. Pearse                6,318,801         -   412,845

               Adopt Equity Incentive Plan and
               authorize 750,000 shares of the    4,057,401   799,500    40,109
               Company's common stock under the
               new plan

               Ratification of Ernst & Young LLP  6,615,285    85,028    31,333

ITEM 5.   OTHER INFORMATION.

          On September 4, 1997 at the Company's quarterly Board meeting, the 
          Board of Directors amended the Company's By-laws, increasing the Board
          of Director's size from five to six members.  J. Edward McEntire, the
          Company's Chief Executive Officer, was elected to fill the vacancy 
          as a Class III director whose term will expire at the 2000 Annual 
          meeting.



                                      11

<PAGE>

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

               (a)  Exhibits:

                    Documents filed with this report:

                    10.21  Third Amendment to Credit Agreement between Ultimate
                           Electronics, Inc. and Norwest Bank Colorado, National
                           Association and Norwest Business Credit, Inc. dated
                           June 27, 1997.

                    10.30  Ultimate Electronics, Inc. Form of Change of Control
                           Agreement dated June 27, 1997 with each of William J.
                           Pearse, J. Edward McEntire, David J. Workman, Alan E.
                           Kessock, and Neal A. Bobrick.

                    27     Financial Data Schedule


               (b)  Reports on Form 8-K:

                    None.





                                      12

<PAGE>

                                  SIGNATURES

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


                                   Ultimate Electronics, Inc.




Date: September 12, 1997           By:  /s/ Alan E. Kessock
     --------------------------        ------------------------------------
                                       Alan E. Kessock
                                       Vice President, Chief Financial Officer,
                                       Secretary and a Director (Principal 
                                       Financial and Accounting Officer)











                                      13