<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 April 30, 2001

                                       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.)


             321 WEST 84TH AVENUE, SUITE A, THORNTON, COLORADO 80260
               (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, 2001 was
11,013,249.


<PAGE>


                           ULTIMATE ELECTRONICS, INC.

                                    FORM 10-Q

                                      INDEX

<TABLE>
<S>                                                                                              <C>
      PART I.    FINANCIAL INFORMATION

      Item 1.    Financial Statements:                                                           Page No.

                 Condensed Consolidated Balance Sheets as of April 30, 2001
                 (unaudited) and January 31, 2001 . . . . . . . . . . . . . . . . . . . . . .            3

                 Consolidated Statements of Operations for the three months ended
                 April 30, 2001 and 2000 (unaudited) .  .  .  .  .  .  .  .  .  . . . . . . .            4

                 Condensed Consolidated Statements of Cash Flows for the three months ended
                 April 30, 2001 and 2000 (unaudited)  .  .  .  .  .  .  .  .  . . . . . . . .            5

                 Notes to Condensed Consolidated Financial Statements (unaudited).  .  .  . .            6

      Item 2.    Management's Discussion and Analysis of Financial Condition and
                 Results of Operations .  .  .  .  .  .  .  .  .  .  .  .  .  . .  .  .  .  .            6

      Item 3.    Quantitative and Qualitative Disclosures About Market Risk   .  .  .  .  . .           10

      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 .   .  .  .  .  .  .  .  .  .  .  .  .  . .           11
</TABLE>


                                       2
<PAGE>



PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                           ULTIMATE ELECTRONICS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
             (amounts in thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                          April 30,     January 31,
                                                            2001           2001
                                                         ------------  -----------
                                                         (Unaudited)
<S>                                                      <C>           <C>
ASSETS:
Current assets:
   Cash and cash equivalents                               $   5,147   $    2,954
   Accounts receivable, net                                   30,485       28,499
   Merchandise inventories, net                               71,892       67,567
   Property held for sale                                          -        4,494
   Other assets                                                2,060        1,857
                                                         ------------  -----------
      Total current assets                                   109,584      105,371
Property and equipment, net                                   70,805       64,972
Other assets                                                   3,607        3,677
                                                         ------------  -----------
      Total assets                                        $  183,996   $  174,020
                                                         ============  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
   Accounts payable                                        $  34,007    $  29,677
   Accrued liabilities                                        18,097       23,696
   Revolving line of credit                                   17,372        7,304
   Deferred revenue                                            2,081        2,248
   Other current liabilities                                     104          120
                                                         ------------  -----------
      Total current liabilities                               71,661       63,045
Deferred revenue, less current portion                         2,409        2,863
Capital lease obligations, including related parties           1,632        1,659
Other long term liabilities                                      483          483
                                                         ------------  -----------
     Total long term liabilities                               4,524        5,005
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 - 15,000,000
      Issued and outstanding shares: 10,956,065 and
        10,938,331 at April 30, 2001 and
        January 31, 2001                                         110          109
   Additional paid-in capital                                 73,432       73,290
   Retained earnings                                          34,269       32,571
                                                         ------------  -----------
      Total stockholders' equity                             107,811      105,970
                                                         ------------  -----------
      Total liabilities and stockholders' equity          $  183,996   $  174,020
                                                         ============  ===========
</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>
<CAPTION>
                                                          Three Months Ended
                                                              April 30,
                                                       -------------------------
                                                          2001          2000
                                                       ------------  -----------
<S>                                                     <C>           <C>
Sales                                                   $  115,132    $  95,006
Cost of goods sold                                          79,562       65,285
                                                       ------------  -----------
Gross profit                                                35,570       29,721
Selling, general and administrative expenses                32,728       26,821
                                                       ------------  -----------
Income from operations                                       2,842        2,900
Interest expense, net                                           58            8
                                                       ------------  -----------
Income before taxes and extraordinary item                   2,784        2,892
Income tax expense                                           1,086        1,084
                                                       ------------  -----------
Income before extraordinary item                             1,698        1,808
Extraordinary loss on early extinguishment of debt,
  net of taxes                                                   -          254
                                                       ------------  -----------
Net income                                               $   1,698    $   1,554
                                                       ============  ===========


Earnings per share before extraordinary item - basic     $    . 16    $    . 17
Earnings per share before extraordinary item - diluted   $    . 15    $    . 16
Earnings per share - basic                               $    . 16    $    . 15
Earnings per share - diluted                             $    . 15    $    . 14
Weighted average shares outstanding - basic                 10,945       10,714
Weighted average shares outstanding - diluted               11,433       11,336
</TABLE>


See accompanying notes to Condensed Consolidated Financial Statements.



                                       4
<PAGE>


                            ULTIMATE ELECTRONICS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                              (amounts in thousands)

<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                                 April 30,
                                                          -------------------------
                                                             2001         2000
                                                          -----------  ------------
<S>                                                       <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net cash used in operating activities                     $   (4,393)   $   (2,764)

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of investments available for sale              -        12,003
Purchases of property and equipment, net                     (3,582)       (6,937)
                                                          -----------  ------------
Net cash (used in) provided by investing activities          (3,582)        5,066

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term bonds payable                     -       (11,700)
Net borrowings under revolving credit agreement              10,068             -
Principal payments on term loans and capital lease
  obligations                                                   (43)          (98)
Proceeds from exercise of stock options                         143            82
                                                          -----------  ------------
Net cash provided by (used in) financing activities          10,168       (11,716)
                                                          -----------  ------------
Net increase (decrease) in cash and cash equivalents          2,193        (9,414)

Cash and cash equivalents at beginning of period              2,954        17,311
                                                          -----------  ------------
Cash and cash equivalents at end of period                 $  5,147      $  7,897
                                                          ===========  ============
</TABLE>


See accompanying notes to Condensed Consolidated Financial Statements.


                                       5
<PAGE>


                           ULTIMATE ELECTRONICS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 APRIL 30, 2001

1.   SIGNIFICANT ACCOUNTING POLICIES

     BACKGROUND

     Ultimate Electronics, Inc. is a leading specialty retailer of consumer
     electronics and home entertainment products located in the Rocky Mountain,
     Midwest and Southwest regions of the United States. The Company currently
     operates thirty-seven stores, including eighteen stores in Arizona, Idaho,
     Iowa, Nevada, New Mexico, Oklahoma, South Dakota and Utah under the trade
     name Ultimate Electronics, eleven stores in Colorado under the trade name
     SoundTrack and eight stores in Minnesota under the trade name Audio King.

     The Company's unaudited condensed consolidated financial statements have
     been prepared by the Company in accordance with accounting principles
     generally accepted in the United States 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 accounting principles generally accepted in the United States
     for complete financial statements. In the opinion of the Company, the
     statements include all adjustments, consisting only of normal recurring
     adjustments that 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, 2001 are not
     necessarily indicative of the results that may be expected for the year
     ending January 31, 2002. Seasonal fluctuations in sales of the Company's
     products result primarily from the purchasing patterns of individual
     consumers during the holiday selling 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 on
     Form 10-K for the year ended January 31, 2001 and other filings with the
     Securities and Exchange Commission.

     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.

     NEW STORE OPENINGS

     On February 28, 2001 the Company opened its fifth Phoenix, Arizona
     metropolitan area store. On June 7, 2001 the Company announced plans to
     open thirteen new stores over the next two years in the Dallas/Ft. Worth ,
     Texas area.

     RELATED PARTY/SALE-LEASEBACK TRANSACTION

     The Company purchased land and constructed a building for a new store
     located in Colorado Springs, Colorado. The store opened in November 2000.
     In February 2001, the Company entered into a sale-leaseback arrangement
     with Pearse Investment Company, L.L.L.P., an entity controlled by two
     principle stockholders of the Company, William J. and Barbara A. Pearse.
     There was no gain or loss recognized as a result of the sale.


                                       6
<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 may
         contain statements that are not historical facts but are
         forward-looking statements that involve risks and uncertainties that
         could cause future results to vary materially from projected results.
         Such statements address activities, events or developments that the
         Company expects, believes, projects, intends, estimates, plans or
         anticipates will, should, could or may occur, including reference to
         future profitability and steps being taken to achieve that result.
         Factors that could cause actual results to differ materially from the
         Company's projections, forecasts, estimates and expectations include,
         but are not limited to: risks related to the Company's ability to open
         and operate new stores; the Company's ability to profitably relocate
         and/or expand existing stores and the willingness of vendors to permit
         product sales over the internet; significant competition, including new
         competition from internet retailers; seasonal fluctuations in the
         Company's business; changes in trade regulations and currency
         fluctuations; risks regarding increases in promotional activities of
         competitors; the presence or absence of new products or product
         features in the Company's merchandise categories; changes in the
         distribution strategy of the Company's vendors; changes in vendor
         support for advertising and promotional programs; changes in the
         Company's merchandise sales mix; the results of financing efforts;
         fluctuations in consumer demand and preferences 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,
         2001 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

         Sales for the three months ended April 30, 2001 increased 21% to $115.1
         million from $95.0 million for the three months ended April 30, 2000.
         Sales of comparable stores were flat for the quarter.

         Gross profit for the three months ended April 30, 2001 increased 20% to
         $35.6 million (30.9% of sales) from $29.7 million (31.3% of sales) for
         the three months ended April 30, 2000. Gross profit for the quarter was
         impacted by strong sales of digital televisions offset by slower growth
         in the home audio and mobile electronics product categories.

         Selling, general and administrative expenses for the three months ended
         April 30, 2001 were $32.7 million (28.4% of sales) compared to $26.8
         million (28.2% of sales) for the three months ended April 30, 2000. The
         increase in selling, general and administrative expenses as a
         percentage of sales was directly related to infrastructure additions
         necessary for store expansion planned for the current year.

         The Company recorded income from operations of $2.8 million (2.5% of
         sales) for the three months ended April 30, 2001 compared to income
         from operations of $2.9 million (3.1% of sales) for the three months
         ended April 30, 2000.

         Net interest expense increased to $58,000 for the three months ended
         April 30, 2001 from $8,000 for the three months ended April 30, 2000
         primarily due to higher average amounts outstanding under the Company's
         revolving line of credit.


                                       7
<PAGE>

         Extraordinary loss on early extinguishment of debt of $254,000 (net of
         taxes) for the three months ended April 30, 2000 relates to the
         repayment, in full, of the Company's 10.25% bonds on March 31, 2000.

         LIQUIDITY AND CAPITAL RESOURCES

         Historically, the Company's primary sources of liquidity for funding
         expansion and growth have been net cash from operations, revolving
         credit lines, term debt and issuances of common stock. The Company's
         primary cash requirements are related to expenditures for new store
         openings and the relocation and/or remodeling of existing store
         locations. These expenditures include preopening expenses and
         additional inventory for new or relocated stores, as well as working
         capital to support the Company's inventory requirements and selling,
         general and administrative expenses. The Company currently operates a
         total of thirty-seven stores in ten states.

         Net cash used in operating activities was $4.4 million for the three
         months ending April 30, 2001 compared to net cash used in operating
         activities of $2.8 million for the three months ending April 30, 2000.
         The increase in cash used in operating activities was primarily the
         result of increased merchandise inventory levels in the current year to
         support the new store additions and the related increased sales levels.

         Net cash used in investing activities was $3.6 million for the three
         months ending April 30, 2001 compared to net cash provided by investing
         activities of $5.1 million for the three months ending April 30, 2000.
         The Company had capital expenditures of $8.1 million directly related
         to new store openings during the three months ended April 30, 2001
         compared to capital expenditures of $6.9 million for new store openings
         and the relocation and expansion of an existing store location in the
         same period of the previous year. In February 2001, the Company
         received $4.5 million in proceeds from a sale-leaseback arrangement on
         a new store in Colorado Springs, Colorado. During the first quarter of
         the prior year, the Company received $12.0 in proceeds from the sale of
         an investment available for sale, which matured on March 29, 2000.

         Net cash provided by financing activities was $10.2 million for the
         three months ending April 30, 2001 compared to net cash used in
         financing activities of $11.7 million for the three months ending April
         30, 2000. Net cash provided by financing activities for the current
         year related primarily to net borrowings on the Company's revolving
         line of credit. Net cash used in financing activities for the prior
         year was primarily the result of repayment, in full, of the Company's
         10.25% bonds on March 31, 2000.

         The Company intends to continue to expand into select metropolitan
         areas in the Rocky Mountain, Midwest and Southwest regions with 30,000
         to 34,000 square foot stores. In certain smaller markets, the store
         size may be as small as 20,000 square feet. With the exception of the
         Thornton, Colorado facility, all current stores are leased. The Company
         opened its fifth Phoenix, Arizona metropolitan area store on February
         28, 2001. The Company expects to open three additional stores in the
         Phoenix metropolitan area over the next nine months. On September 11,
         2000 the Company announced its entrance into the Oklahoma City,
         Oklahoma market with plans to open two new stores in the summer of
         fiscal 2002. On October 31, 2000 the Company announced plans for six
         new stores in the St. Louis, Missouri area with two to four stores
         expected to open in fiscal 2002 and the balance in fiscal 2003. On
         June 7, 2001 the Company announced plans to open thirteen new stores
         over the next two years in the Dallas/Ft. Worth, Texas area.

         The Company continues to analyze new store opportunities in existing
         markets to replace or expand some of its smaller locations. The
         Company's Fort Collins, Colorado store is expected to be expanded from
         16,600 to 22,000 square feet in the fall of fiscal 2002. The Company
         also intends to expand its


                                         8
<PAGE>

         Rochester, Minnesota store from 3,900 to 5,600 square feet in the
         fall of fiscal 2002 and will be analyzing additional opportunities
         in the Minneapolis/St. Paul area over the next few years to relocate
         and/or expand a number of those locations.

         The cost of these future stores is anticipated to average $3.3 million
         per store. Leasehold improvements, fixtures and equipment are expected
         to average $2.2 million, depending on tenant allowances. The inventory
         requirement for the Company's new stores is expected to average
         approximately $1.5 million, approximately $750,000 of which will be
         financed through trade credit. Preopening expenses for new stores are
         expected to average $350,000, and include such items as advertising
         prior to opening, recruitment and training of new employees and other
         costs associated with opening stores. In the event of relocations of
         existing stores, preopening costs are expected to average $150,000 and
         will be higher if the Company is required to terminate existing store
         leases prior to their maturity.

         The Company's expansion strategy focuses on identification of
         attractive metropolitan areas in the Rocky Mountain, Midwest and
         Southwest regions based on an evaluation of local market opportunities,
         as well as the size, strength and merchandising philosophy of potential
         competitors. The Company obtains demographic analyses of major
         metropolitan areas to determine new store locations and potential sales
         volumes, as well as the optimum number of stores to open in a specific
         market. The Company's specific location strategy focuses on power
         centers or freestanding locations near shopping malls. In choosing
         sites within a market, the Company applies standard site selection
         criteria that take into account numerous factors including local
         demographics, traffic patterns, highway visibility and overall retail
         activity.

         On September 30, 1998, the Company executed a three year $40 million
         credit agreement, as amended, with Foothill Capital Corporation, a
         wholly owned subsidiary of Wells Fargo Bank. Borrowings under this
         revolving line of credit are limited to the lesser of $40 million or
         80% of eligible inventory and a portion of accounts receivable. As of
         April 30, 2001, the entire $40 million facility was available to the
         Company, of which $17.4 million was outstanding. Borrowings bear
         interest, payable monthly, based on a blend of LIBOR plus 2% and Wells
         Fargo Bank's prime rate minus 0.375%. Inventories, accounts receivable,
         equipment and intangibles secure the borrowings. The facility includes
         negative covenants that limit the Company's ability to, without the
         bank's prior approval, and subject to various exceptions, incur
         indebtedness, create liens, enter into mergers and consolidations, pay
         dividends, repurchase the Company's capital stock, issue guarantees,
         sell assets or engage in transactions with affiliates. The facility
         also contains covenants regulating the Company's gross margins,
         inventory levels, tangible net worth and capital expenditures. The
         Company was in compliance with all borrowing covenants as of April 30,
         2001.

         On March 23, 1995, the Company completed an offering for the sale of
         $13,000,000 aggregate principal amount of bonds payable (the "Bonds").
         The Bonds were redeemable by the Company at par any time at or after
         March 31, 2000. On March 31, 2000, the Company paid $13,111,000 to
         redeem the Bonds in full. The Bonds were redeemed at a redemption price
         of 100% of the principal amount and all accrued and unpaid interest as
         of such date, which totaled $111,000. As a result of the redemption of
         the Bonds, the Company recognized an extraordinary loss of $254,000
         (net of taxes).

         The Company believes that its cash flows from operations and borrowings
         under its credit facility will be sufficient to fund the Company's
         operations, debt repayment and expansion through fiscal 2002. To fund
         the capital requirements for its anticipated expansion plans beyond
         fiscal 2002, 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. The Company may also
         re-mortgage its Thornton facility. There can be no assurance that the
         Company will be able to obtain such funds on favorable terms, if at
         all.


                                         9
<PAGE>

         SEASONALITY

         The Company's business is affected by seasonal consumer buying
         patterns. As is the case with many other retailers, the Company's sales
         and profits have been greatest in the fourth quarter (which includes
         the holiday selling season). Due to the importance of the holiday
         selling season, any factors negatively impacting the holiday selling
         season could have a material adverse impact on the Company's financial
         condition and results of operations. Operating results are dependent on
         a number of factors, including discretionary consumer spending, which
         is affected by local, regional and 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:

         o   the timing of new or relocated and expanded store openings;

         o   expenses related to relocation and expansion;

         o   unexpected changes in volume related rebates from
             manufacturers;

         o   the success of new stores;

         o   and the impact of new stores on existing stores.

         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 and product
         availability.

         IMPACT OF INFLATION

         The Company believes, because of competition among manufacturers and
         the technological changes in the consumer electronics industry,
         inflation has not had a significant effect on results of operations
         during the last few years.

ITEM 3.  QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

         The following discusses the Company's exposure to market risks related
         to changes in interest rates and other general market risks. All of the
         Company's investment and financing decisions are supervised or managed
         by its executive committee. This discussion contains forward-looking
         statements that are subject to risks and uncertainties. Actual results
         could vary materially as a result of a number of factors, including,
         but not limited to, changes in interest rates and other general market
         risks, and those set forth IN "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS" appearing elsewhere in
         this Form 10-Q.

         CASH AND CASH EQUIVALENTS. As of April 30, 2001, the Company had $5.1
         million in non-restricted cash and cash equivalents held in various
         non-interest bearing accounts. Management considers all highly liquid
         investments purchased with an original maturity of three months or less
         to be cash equivalents. All cash and cash equivalents investments are
         readily convertible to known amounts of cash, and so near their
         maturity they present insignificant risk of changes in value because of
         changes in interest rates. The Company does not expect any material
         loss with respect to its cash and cash equivalents as a result of
         interest rate changes, and the estimated fair value of its cash and
         cash equivalents approximates original cost.


                                       10
<PAGE>

         OUTSTANDING DEBT OF THE COMPANY. The Company had a $40 million
         revolving line of credit on April 30, 2001. Borrowings under the line
         of credit bear interest, payable monthly, based on a blend of LIBOR
         plus 2% and Wells Fargo Bank's prime rate minus 0.375%. Borrowings
         under this credit facility were $17.4 million as of April 30, 2001.
         Increases in interest rates could increase interest expense associated
         with future borrowings by the Company, if any. The Company has not
         hedged against interest rate changes.

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.

         The Company has hired Arthur Andersen to lead a process to upgrade
         its computer systems.

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

               (a) Exhibits:

                   Documents filed with this report:

                   None

               (b) Reports on Form 8-K:

                   None



                                       11
<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: June 14, 2001      By: /s/ Alan E. Kessock
---------------------       -------------------------
                                 Alan E. Kessock
                                 Senior Vice President, Chief Financial Officer,
                                 Secretary and a Director (Principal Financial
                                 and Accounting Officer)







                                       12