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                                    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 April 30, 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 June 13, 1997 was
6,995,000.

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                          ULTIMATE ELECTRONICS, INC.

                                  FORM 10-Q

                                    INDEX

PART I.   FINANCIAL INFORMATION

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

          Condensed Balance Sheets as of April 30, 1997 and
           January 31, 1997............................................     3

          Statements of Operations for the three months ended April
           30, 1997 and April 30, 1996.................................     4

          Condensed Statements of Cash Flows for the three months
           ended April 30, 1997 and April 30, 1996.....................     5

          Notes to Condensed Financial Statements......................     6

Item 2.   Management's Discussion and Analysis of Financial Condition
           and Results of Operations...................................     7

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings............................................    10

Item 2.   Changes in Securities........................................    10

Item 3.   Defaults Upon Senior Securities..............................    10

Item 4.   Submission of Matters to a Vote of Security Holders..........    10

Item 5.   Other Information............................................    10

Item 6.   Exhibits and Reports on Form 8-K.............................    10


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PART I.  FINANCIAL INFORMATION

ITEM 1.

                          ULTIMATE ELECTRONICS, INC.
                           CONDENSED BALANCE SHEETS 

                            (amounts in thousands)

                                                     (Unaudited)
                                                      April 30,   January 31,
                                                        1997         1997
                                                      --------     --------
ASSETS:

Current assets:
  Cash and cash equivalents                           $  4,138     $    764
  Accounts receivable                                   13,089       13,788
  Merchandise inventories                               39,249       41,414
  Other assets                                             771          642
                                                      --------     --------
    Total current assets                                57,247       56,608

Property and equipment, net                             44,560       44,632
Property under capital leases, including
 related parties, net                                      952        1,019
Other assets                                               996        1,051
                                                      --------     --------
Total assets                                          $103,755     $103,310
                                                      --------     --------
                                                      --------     --------

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Accounts payable                                    $ 21,475     $ 21,651
  Other liabilities                                      5,342        7,089
                                                      --------     --------
    Total current liabilities                           26,817       28,740

Note payable                                            19,897       17,237
Bonds payable                                           13,000       13,000
Term loans                                                 858          928
Capital lease obligations, including
 related parties                                           931        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, 6,995,000
   at April 30, 1997 and January 31, 1997                   70           70
  Additional paid-in capital                            31,009       31,009
  Retained earnings                                     10,313       10,624
                                                      --------     --------
    Total stockholders' equity                          41,392       41,703
                                                      --------     --------
Total liabilities and stockholders' equity            $103,755     $103,310
                                                      --------     --------
                                                      --------     --------

See accompanying notes.

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                         ULTIMATE ELECTRONICS, INC.
                          STATEMENTS OF OPERATIONS
                                 (UNAUDITED)

               (amounts in thousands, except per share data)

                                                     Three Months Ended
                                                           April 30,
                                                   -----------------------
                                                     1997            1996
                                                   -------         -------
Net sales                                          $55,508         $59,615
Cost of goods sold                                  41,058          44,714
                                                   -------         -------
Gross profit                                        14,450          14,901
Selling, general and administrative expenses        14,160          15,194
                                                   -------         -------
Income (loss) from operations                          290            (293)
Interest expense, net                                  783             743
                                                   -------         -------
Income (loss) before taxes                            (493)         (1,036)
Provision (benefit) for income taxes                  (182)           (383)
                                                   -------         -------
Net income (loss)                                  $  (311)        $  (653)
                                                   -------         -------
                                                   -------         -------
Earnings (loss) per share of common stock          $  (.04)        $  (.09)
Weighted average shares outstanding                  6,995           6,995

See accompanying notes.


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                          ULTIMATE ELECTRONICS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

                             (amounts in thousands)

                                                         Three Months Ended
                                                              April 30,
                                                      -----------------------
                                                        1997            1996
                                                      -------         -------
CASH FLOWS FROM OPERATING ACTIVITIES:

Net cash provided by (used in) operating activities   $ 1,887         $   (78)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment                    (1,040)         (2,663)

CASH FLOWS FROM FINANCING ACTIVITIES:

Net proceeds from note payable                          2,660           2,000
Proceeds from term loans                                   --             225
Principal payments on term loans and capital lease
 obligations                                             (133)           (109)
                                                      -------         -------
Net cash provided by financing activities               2,527           2,116
                                                      -------         -------
Net increase (decrease) in cash and cash equivalents    3,374            (625)

Cash and cash equivalents at beginning of period          764             979
                                                      -------         -------
Cash and cash equivalents at end of period            $ 4,138         $   354
                                                      -------         -------
                                                      -------         -------

See accompanying notes.


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                          ULTIMATE ELECTRONICS, INC.

                   NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 (UNAUDITED)

                                APRIL 30, 1997

1.  ACCOUNTING POLICIES

    The Company's unaudited interim 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 three month period ended April
    30, 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.  EARNINGS PER SHARE OF COMMON STOCK

    Earnings per share of common stock for the three months ended April 30,
    1997 and 1996 are based on 6,995,000 outstanding shares of common stock.
    Common equivalent shares from the potential exercise of stock options are
    excluded from the computations as their effect is anti-dilutive.

3.  ACCOUNTING STANDARDS

    In February 1997, the Financial Accounting Standards Board (FASB) issued
    Statement No. 128,  "Earnings Per Share," which is required to be adopted
    on January 31, 1998.  At that point, the Company will be required to change
    the method currently used 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 March 4, 1997, the Company announced the signing of a definitive merger
    agreement pursuant to which the Company will acquire all of the shares of
    Audio King for stock and cash.  Audio King, a consumer specialty
    electronics company, operates 11 retail stores: eight in Minnesota, two in
    Iowa and one in South Dakota.  The merger is subject to various conditions,
    including approval of Audio King shareholders, registration of the
    Company's shares to be issued, final approval by the Company's bank,
    satisfaction of obligations under the Hart, Scott, Rodino Antitrust
    Improvement Act and completion of due diligence by both parties.

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PART I.   FINANCIAL INFORMATION


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, 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 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 April 30, 1997 decreased 7% to $55.5
million from $59.6 million for the three months ended April 30, 1996. Comparable
store sales decreased 15% for the three months ended April 30, 1997 compared to
a 9% decrease in comparable store sales for the three months ended April 30,
1996.  The decrease in store sales was due in part to a continuing sluggish
retail environment for consumer electronics and increased competition in the
Company's markets.

Gross profit for the three months ended April 30, 1997 decreased 3% to $14.5
million (26.0% of net sales) from $14.9 million (25.0% of net sales) for the
three months ended April 30, 1996.  The decrease in gross profit was directly
related to the decrease in sales.  However, the Company was able to partially
offset the impact of the lower sales by increasing the gross profit percentage
in the current year period.

Selling, general and administrative expenses for the three months ended April
30, 1997 decreased to $14.2 million (25.5% of net sales) from $15.2 million
(25.5% of net sales) for the three months ended April 30, 1996.  The $1.0
million decrease in expenses compared to the same period in the prior year was
primarily the result of lower sales commissions, bankcard fees and other sales
related costs associated with the lower sales volume, as well as reduced
advertising and preopening costs.  Management has addressed the lower sales
trend during the current year by reducing variable costs where appropriate
throughout the Company.

As a result of the foregoing, the Company reported income from operations of
$290,000 or 0.5% of net sales for the three months ended April 30, 1997,
compared to a loss from operations of $293,000 or 0.5% of net sales for the
three months ended April 30, 1996.

Interest expense increased to $783,000 for the three months ended April 30, 1997
from $743,000 for the three months ended April 30, 1996 primarily due to a
slightly higher interest rate on amounts outstanding under the Company's
revolving line of credit.

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.  Over the last three
and one-half years, the Company has expanded its operations outside Colorado and
now operates stores in six states.  The Company has funded this expansion in
part through two public offerings of its common stock.

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

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"Bond Offering"). The proceeds of the Bond Offering were used to fund a
substantial portion of the construction of the Company's new 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 $1.9 million for the three months ended
April 30, 1997 compared to net cash used in operations of $78,000 for the three
months ended April 30, 1996.  The improvement in operating cash flow compared to
the prior year period was primarily the result of the Company's efforts to
reduce inventory in the current year to levels consistent with the lower sales
volume.

The Company intends to continue its expansion into select metropolitan areas in
the Rocky Mountain, Midwest and Southwest regions with its larger format stores.
As part of this expansion process, on March 4, 1997, the Company announced the
signing of a definitive merger agreement with Audio King Corporation ("Audio
King") pursuant to which the Company will acquire all of the shares of Audio
King for stock and cash. Audio King, a consumer specialty electronics company,
operates 11 retail stores; eight in Minnesota, two in Iowa and one in South
Dakota. In fiscal 1998, the Company expects to relocate or consolidate two of
its Colorado stores to its larger store format. In fiscal 1999, the Company
expects to expand or relocate and expand at least two of the Audio King stores
into the Company's 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 opened in the last two
fiscal years have been 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
Colorado, N.A. 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. The highest amount outstanding during the
term of this agreement was $25.7 million. Borrowings under this credit facility
in the amount of $19.9 million were outstanding as of April 30, 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. Management believes the
Company's' operations for fiscal 1998 will be sufficient to enable the Company
to be in compliance with the amended convenants for all periods of fiscal year
1998. Accordingly, amounts payable under the term loan agreement are classified
as long term in the accompanying balance sheet. The Company expects to borrow
an additional three to five million dollars under a term loan agreement with its
primary lender to cover acquisition costs associated with the proposed merger
with Audio King and expects borrowings under the current line of credit to
increase six to nine million dollars to retire Audio Kings' current debt.

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, the purchase of Audio King and associated acquisition costs, 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 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

                                     8 
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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.

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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.

         None.

ITEM 5.  OTHER INFORMATION.

         None

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

              (a)  Exhibits:

                   Documents filed with this report:

                   10.19     First Amendment to Credit Agreement between
                             Ultimate Electronics, Inc. and Norwest Bank
                             Colorado, National Association and Norwest
                             Business Credit, Inc. dated February 28, 1997.

                   10.20     Second Amendment to Credit Agreement between
                             Ultimate Electronics, Inc. and Norwest Bank
                             Colorado, National Association and Norwest
                             Business Credit, Inc. dated March 11, 1997.

                   27        Financial Data Schedule


              (b)  Reports on Form 8-K:

                   None.

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                                  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:  June 13, 1997                   By:    /s/ Alan E. Kessock
     --------------------                 -----------------------------------
                                            Alan E. Kessock
                                            Vice President, Chief Financial
                                            Officer, Secretary and a Director
                                            (Principal Financial and Accounting
                                            Officer)


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