SECURITIES AND EXCHANGE COMMISSION

                                 Washington, D.C.  20549


                          FORM 10-K/A
(mark one)

*     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934


                        For the fiscal year ended August 31, 1996

*     Transition  Report  Pursuant  to  Section  13 or 15(d) of the Securities
      Exchange Act of 1934

                                   ____________________

                             Commission file number:  0-21192
                                   ____________________

                   CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
                  (Exact name of registrant as specified in its charter)

             Louisiana                                      72-0721367
(State or other jurisdiction                             (I.R.S. Employer 
 of incorporation or organization)                      Identification No.)

                  109 Northpark Blvd., Covington, Louisiana 70433
                (Address of principal executive offices) (zip code)

           Registrant's telephone number, including area code:  (504) 867-5000
                                   ____________________

               SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                           None

               SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                               Common Stock, $.10 par value

                                     (Title of class)

                                   ____________________

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

                                  Yes    X     No ______

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not  be  contained, to the
best of Registrant's knowledge, in definitive proxy or information  statements
incorporated  by  reference in Part III of this Form 10-K or any amendment  to
this Form 10-K.  _____
                                   ____________________

The  aggregate  market  value  of  the  voting  stock  held  by  nonaffiliates
(affiliates  being   considered,   for  purposes  of  this  calculation  only,
directors, executive officers and 5%  shareholders)  of  the  Registrant as of
November 29, 1996 was approximately $4,970,653.50.
                                   ____________________

The  number  of  shares of the Registrant's Common Stock, $.10 par  value  per
share outstanding, as of November 29, 1996 was 5,566,906.



                                   PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information With Respect to Directors

      Set  forth  below   is  information  regarding  the  age  and  principal
occupation or employment of  each  director.  Unless otherwise indicated, each
director has been engaged in the principal  occupation shown for more than the
past five years.

                                                                     First
         Name, Age, Principal Occupation and                        Elected
       Directorships in Other Public Companies                      Director
       ---------------------------------------                      --------

Rex O. Corley, Jr., 58, (1).......................................... 1993
   President and Chief Operating Officer

Mervin L. Trail, M.D., 62, (2)(3).................................... 1993
    Chancellor, Louisiana State University School of Medicine

Anthony P. Campo, 41, (4)(5)......................................... 1991
   Chairman of the Board and Chief Executive Officer

Joseph E. Campo, 42, (4)(6).......................................... 1991
   Family Investments

Barbara Treuting Casteix, 43, (7).................................... 1992
   Managing Partner, Barrios, Kingsdorf & Casteix, L.L.P.

L. Ronald Forman, 49, (2)............................................ 1994
    President and Chief Executive Officer of the Audubon 
    Institute, Inc.
_______________
(1)   Mr.  Corley  joined  the Company as Vice President-Financial Services in
      September 1993 following a consulting assignment with the Company during
      July and August 1993.   He  became  Chief Operating Officer in July 1996
      and became President in August 1996.  He was Vice President and Managing
      Director  of  the  Consumer Financing Division  at  Whirlpool  Financial
      Corporation from October  1992  until  June 1993, and Vice President and
      Managing Director of the Distribution Financing Division from April 1992
      until October 1992.  Prior to joining Whirlpool  Financial  Corporation,
      Mr.  Corley  spent  30  years  with GE Capital most recently as National
      Sales Manager with the GE Consumer Appliances Financing Group.

(2)   Member of the Audit and Compensation Committees.

(3)   Dr. Trail has served as Chancellor  since  December 1994.  For more than
      five years prior to December 1994, Dr. Trail  served  as  a professor at
      Louisiana State University School of Medicine.

(4)   Anthony P. Campo and Joseph E. Campo are brothers.

(5)   Mr.  Campo  has  served  as  Chairman  of the Board  and Chief Executive
      Officer since May 1992.  He also served as President from September 1991
      until August 1996, and as Senior Vice President of the Company from 1984
      to 1991.

(6)   Since  December  1995,  Mr.  Joseph  Campo has  managed  certain  family
      investments and properties.  For more  than five years prior to December
      1995,  Mr.  Campo  served  as Director-New Market  Development  for  the
      Company.

(7)   Ms. Casteix has served in this  position  since  October  1, 1995.  For
      more  than  five  years prior to October 1, 1995, Ms. Casteix served  as
      managing partner of Cleveland, Barrios, Kingsdorf & Casteix, L.L.P.  Ms.
      Casteix is a member of the Audit Committee.

Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the  Securities  Exchange  Act  of  1934  requires  the
Company's  directors, executive officers and 10% shareholders to file with the
Securities and  Exchange  Commission  reports  of  beneficial  ownership,  and
changes  in  beneficial ownership of the Common Stock of the Company.  Each of
Messrs. Anthony  and Joseph Campo failed to timely file a Statement of Changes
in Beneficial Ownership  (Form  4)  to  report  transactions  that occurred in
December 1995 involving transfers to a family L.L.C., and each  reported their
respective transaction on a Form 4 in September 1996.

ITEM 11.    EXECUTIVE COMPENSATION

Summary of Executive Compensation

      The following table sets forth information with respect to  compensation
paid by the Company for services rendered in all capacities during  the fiscal
years ended August 31, 1996, 1995 and 1994 to the Chief Executive Officer  and
to  each of the four most highly compensated executive officers of the Company
whose annual compensation exceeded $100,000.

                          SUMMARY COMPENSATION TABLE
                                                           
<TABLE>
<CAPTION>
                                                                       Long-Term       All
                                                                      Compensation    Other
                                     Annual Compensation                 Awards    Compensation
                             ---------------------------------------   ----------  ------------
                                                              Other
                                                             Annual       Number
Names and                                                    Compen-        of
Principal Position           Year      Salary     Bonus      sation      Options

<S>                          <C>      <C>        <C>         <C>         <C>         <C>
Anthony P. Campo,            1996     $351,581   $53,311     $------     -------     $------
   Chairman of the Board     1995      318,467    53,300     -------      50,000     -------
   and Chief Executive       1994      256,949   183,500     -------      70,000(1)  -------
   Officer

Rex O. Corley, Jr.           1996      163,737    10,000     -------     -------     -------
   President and Chief       1995      155,082    25,000     -------     -------     -------
   Operating Officer         1994      147,930    25,000     -------      10,000     -------
   
Charles S. Gibson            1996      129,816    30,000     -------     -------     -------
   Vice President            1995(2)    96,154    15,000     -------      10,000     -------
   Logistics and Operations                                                          -------
   
John Ross                    1996      102,497    30,000     -------     -------      19,100(3)
  Vice President-Marketing   1995(4)    72,308    ------     -------       5,000     -------
  
Donald E. Galloway,          1996      280,295    ------      56,859     -------     302,561(8)
  Former Senior Vice         1995      265,385    ------     -------      25,000(7)  -------
  President-Marketing        1994      220,423    66,800      25,032(6)   35,000(7)  -------
  and Sales (5)

William M. Golden, Jr.,      1996      148,002    ------     -------     -------      49,621(8)
   Former Vice President     1995      140,385    67,000     -------     -------     -------
   Chief Financial Officer   1994    16,828(9)    10,000     -------      10,000(7)  -------
   and Secretary (5)

</TABLE>
__________
(1)   These options were cancelled on October 4, 1996 for no value.
(2)   Mr. Gibson joined the Company in fiscal 1995.
(3)   Tuition reimbursement for Tulane MBA program.
(4)   Mr. Ross became an executive officer of the Company in December 1994.
(5)   Messrs.  Galloway  and Golden resigned their employment with the Company
      effective July 12 and July 19, 1996, respectively.
(6)   Tax benefit right granted  to cover Mr. Galloway's income tax obligation
      in connection with the vesting of restricted stock.
(7)   These options automatically  terminated  upon  the  resignation  of  the
      officer in July 1996.
(8)   Amount  paid  or accrued as severance upon resignation of the officer in
      July 1996.
(9)   Mr. Golden joined the Company in fiscal 1994.

                             ____________________

Option Holdings

      The following table  provides information concerning unexercised options
held by the named executive officers at August 31, 1996.

                        FISCAL YEAR END OPTION VALUES

                            Number of Securities        Value of Unexercised
                           Underlying Unexercised       In-The-Money Options
                      Stock Options at August 31, 1996   at August 31, 1996
                      --------------------------------   ------------------ 
                        Exercisable Unexercisable    Exercisable Unexercisable
                        ----------- -------------    ----------- ------------- 
Anthony P. Campo           120,000             0              0             0
Rex O. Corley, Jr.           6,000         4,000              0             0
Charles S. Gibson, Jr.       4,000         6,000              0             0
John Ross                    5,000         5,000              0             0
Donald E. Galloway               0             0              0             0
William M. Golden, Jr.           0             0              0             0

                             ____________________


Employment Agreements

      The Company has an employment agreement with Mr. Campo pursuant to which
the Company has  agreed,  among  other things, to pay an annual base salary of
$300,000, $330,000 and $363,000 for  the  1994,  1995 and 1996 calendar years,
respectively.  The employment agreement, which provides for the termination of
an employment agreement executed in prior years between  the  Company  and Mr.
Campo, was effective January 1, 1994 and terminates December 31, 1996.  On May
16,  1996  the employment agreement was amended to extend the initial term  of
the agreement  through  December  31,  1997.   Pursuant  to the amendment, Mr.
Campo's  compensation  for  calendar year 1997 will remain the  same  as  that
provided in the agreement for calendar year 1996.

      Mr. Campo's employment  agreement also provides for payment of an annual
cash bonus of $50,000 and an annual incentive bonus of 2% of the Company's net
income before taxes.  Mr. Campo's  employment  agreement also provides that if
his employment is terminated by the Company as a direct result, and within 180
days, of a change of control of the Company, Mr.  Campo will be paid an amount
equal to three times his then current base salary and  incentive bonus for the
most recently completed fiscal year.  If Mr. Campo's employment  is terminated
during  the initial term of the agreement by the Company for any reason  other
than cause  (as  defined in the agreement) or by Mr. Campo for good reason (as
defined in the agreement),  Mr. Campo will be paid an amount equal to his then
current base salary multiplied  by  the  number  of  years  remaining  in such
initial  term,  but in no event less than one full year's base salary, and  if
his employment is thus so terminated after the initial term, Mr. Campo will be
paid an amount equal to one full year's then current base salary.

      Effective August  29, 1996, the Company entered into a Change of Control
Agreement with Mr. Campo  which  provides  for the payment of certain benefits
upon an involuntary or constructive termination  of his employment, except for
cause, within two years following a change of control.  Benefits payable under
the change in control agreement include a cash payment  in  an amount equal to
two  times salary plus bonus and continued health and life insurance  benefits
for two  years  after  termination  to the extent payments are made under this
change in control agreement, no severance  payments  will  be  made  under Mr.
Campo's employment agreement.

      Also effective August 29, 1996, the Company adopted a Severance Plan for
its  other  executive  officers,  which  provides  for  the payment of certain
benefits  upon  an  involuntary or constructive termination  of  an  officer's
employment, except for  cause,  within one year following a change of control.
Benefits payable under the plan include  a  cash payment in an amount equal to
six month's salary and continued health and life  insurance  benefits  for six
months after termination.

      The  Company  also  had  an employment agreement with Mr. Galloway which
provided for an annual base salary  of $250,000, 275,000 and $302,500, for the
1994, 1995 and 1996 calendar years, respectively,  and  for  the payment of an
annual incentive bonus of 1% of the Company's net income before taxes.  On May
16,  1996,  Mr.  Galloway's  employment  agreement  was amended to extend  the
initial  term  of the agreement through December 31, 1997.   Pursuant  to  the
amendment, Mr. Galloway's compensation for calendar 1997 would remain the same
as that provided  in the agreement for calendar year 1996.  The amendment also
provided that if Mr.  Galloway's  employment is terminated by the Company as a
direct result, and within 180 days, of a change of control of the Company, Mr.
Galloway would be paid an amount equal  to  three  times his then current base
salary and incentive bonus for the most recently completed  fiscal  year.   If
Mr.  Galloway's  employment  were  terminated  during  the initial term of the
agreement  (as  so extended by the amendment) by the Company  for  any  reason
other than cause  (as  defined  in  the amendment) or by Mr. Galloway for good
reason (as defined in the amendment),  Mr.  Galloway  would  be paid an amount
equal  to  his  then  current  base salary multiplied by the number  of  years
remaining in such initial term, but in no event less than one full year's base
salary, and if his employment were to be so terminated after the initial term,
Mr. Galloway would be paid an amount  equal  to  one  full year's then current
base salary.  Effective July 12, 1996, Mr. Galloway resigned as an officer and
director of the Company and entered into an agreement with  the  Company  that
provides  for  the  continuation  of  his  salary  for twelve months following
resignation and the release of the restrictions on 5,000  shares of restricted
stock  held  by  Mr.  Galloway, and also provides that Mr. Galloway  will  not
compete with the Company for a period of one year following his resignation.

Compensation of Directors

      Each member of the Board of Directors who is not a full-time employee of
the Company is paid (i)  $1,000  per  month  and  (ii)  reimbursement  of  all
ordinary and necessary expenses incurred in attending any meeting of the Board
or any committee thereof.

Compensation Committee Interlocks and Insider Participation

      The members of the Company's Compensation Committee are L. Ronald Forman
and  Mervin  L.  Trail,  M.D.,  neither  of  whom  has ever been an officer or
employee of the Company, nor has or has had any other significant relationship
with  the Company.  No executive officer of the Company  served  in  the  last
fiscal  year  as a director or member of the compensation committee of another
entity, one of  whose  executive  officers  served  as  a  director  or on the
Compensation Committee of the Company.

Compensation Committee's Report on Executive Compensation

General

      The  Compensation  Committee of the Board of Directors (the "Committee")
reviews  all compensation arrangements  for  the  executive  officers  of  the
Company.  The Committee is composed of two Board members who are not employees
of the Company.   The  Committee  gives  final  approval  with  respect to the
compensation  of the Company's most highly compensated executive officers  who
are expected to  earn  more  than  $100,000  per  year,  including  the  chief
executive  officer,  and  generally  reviews  the compensation packages of the
other executive officers, and makes all decisions  about  stock  based  awards
under the Company's 1992 Stock Incentive Plan.

      The  executive compensation programs of the Company are designed to  (i)
provide a competitive  total  compensation package that enables the Company to
hire, develop, reward and retain  key executives, (ii) link executive behavior
to the Company's annual, intermediate-term  and  long-term business objectives
and strategy, and (iii) provide variable total reward  opportunities  that are
directly  tied  to  increases  in  shareholder  value.   These  objectives are
generally  sought  to  be  met  with base salaries that are within competitive
ranges  of similar companies, annual  incentive  bonuses  keyed  primarily  to
annual increases in earnings and stock awards that are focused on increases in
stock values over a longer term.

Base Salary and Annual Incentive Compensation

      Management  determines  the  amounts  of  the  base  salary  and  annual
incentive  bonus  of  each  executive  officer and the Committee reviews these
determinations generally and, with respect  to the two most highly compensated
executive officers, gives final approval of such amounts.

      Base  Salary.  For all executive officers  other  than  Messrs.  Anthony
Campo and Don  Galloway, management has established the amount of compensation
for  each position  primarily  based  on  subjective  factors,  including  the
executive's   level   of   responsibility   and  experience  and  his  or  her
contributions to the Company.  Individual base  pay  is also determined on the
basis  of  the  Company's  performance  as  well  as  individual   performance
evaluations conducted by management. The performance evaluations generally use
financial  performance  and  subjective  factors indicative of the executive's
organizational skills and adherence to overall corporate policies and goals.

      Mr. Campo, the Chief Executive Officer  is,  and  until  July  1996  Mr.
Galloway,  the  Senior  Vice President - Sales and Marketing, was, compensated
pursuant to three-year employment  agreements  entered  into  as of January 1,
1994.   These  agreements were entered into following management's  review  of
compensation  information  regarding  similar-sized  local  public  companies.
Management determined the amounts of base salary and incentive bonus contained
in each of the agreements subject to the review and approval of the Committee.
The agreements  provide  for  10% increases in each executive's base salary in
each of the three years during the term of the agreements. The agreements were
to terminate in December 1996 but  Mr.  Campo's  agreement  has  been extended
through  December  31,  1997.   In light of the financial performance  of  the
Company  generally in the last fiscal  year,  the  amendment  to  Mr.  Campo's
agreement does not provide for an increase in base salary and instead provides
that Mr. Campo's  compensation  for calendar year 1997 will remain the same as
that provided in the agreement for calendar year 1996.

      Incentive Bonuses.  Mr. Campo's  employment  agreement  provides for the
payment of an annual cash bonus to him of $50,000.  The employment  agreements
for  Messrs.  Campo  and  Galloway  also  provide for the payment of incentive
bonuses  each  year in an amount that is a percentage  of  the  Company's  net
income before taxes  for  such  year.   Through  the annual incentive bonus, a
sizeable portion of the potential compensation for  these  officers is tied to
Company performance.  For fiscal 1995 and 1996, Mr. Campo and Mr. Galloway did
not receive incentive bonuses.  Bonuses for the other executive  officers  are
determined  based  on  increases  in  the  Company's  earnings as well as such
qualitative  measures  as  teamwork, organizational skills  and  adherence  to
overall corporate policies and  goals.  Each measure is weighted by management
depending on the executive officer's  position  and  the  measure's  impact on
overall corporate goals.  Four executive officers received bonuses for  fiscal
1996  to  help  assure  the  retention  of  the  senior management team and to
recognize the increased responsibilities held by those  individuals  following
the resignations of Messrs. Galloway and Golden.

Consultant's Evaluation

      In January 1995, the Company, with the support and participation  of the
Compensation  Committee,  engaged Deloitte and Touche, L.L.P. ("Deloitte")  to
review  the competitiveness  and  effectiveness  of  the  Company's  executive
compensation  programs  and  make  recommendations regarding steps the Company
could  take to successfully motivate  and  retain  its  top  executives  while
maximizing  shareholder  value.   After  reviewing  all  aspects  of executive
compensation  (base  salary,  annual  incentives,  long-term  incentives   and
perquisites)  relative  to  the  competitive  environment,  as  determined  by
reference  to  compensation  data  from retail companies throughout the United
States determined to be within the Company's  peer group and published surveys
of executive compensation, the Company was found  to  be below the competitive
market  for  all  positions  except  Mr.  Galloway  whose direct  compensation
approached the market midpoint.  It was recommended that  the  Company adopt a
plan to bring executive compensation more in line with the competitive  market
by  establishing  base  salaries  at or slightly below the market midpoint and
increasing emphasis on annual and long-term incentives.

      The Compensation Committee duly  noted  Deloitte's  recommendations  but
determined  to make no changes to the Company's executive compensation plan at
this time.

Stock Incentive Plan

      The purpose  of  the 1992 Stock Incentive Plan is to align a significant
portion of the executive  compensation  program  with  shareholder  interests,
focus on intermediate and long-term results and maximize shareholder  returns.
The  Committee  has  sought  to accomplish these objectives, primarily through
grants of stock options.  Stock  options  have  value  to the employee only if
there is a corresponding value to shareholders.  The Committee  did  not grant
any stock options to executive officers during fiscal 1996.

Policy on Deductibility of Compensation

      Section  162(m)  of  the Internal Revenue Code limits to $1 million  the
Company's tax deduction for  compensation  paid  to each of the Company's most
highly paid executive officers, unless certain requirements are met.  The 1992
Stock Incentive Plan was reapproved by the shareholders  at last year's annual
meeting so that the plan meets the requirements of Section  162(m)  such  that
stock  options  and  restricted  stock  granted  under  the  plan  qualify  as
performance  based compensation and can be excluded from the $1 million limit.
The Committee's  present  intention  is to structure executive compensation so
that it will be fully deductible provided  that  such  continues  to be in the
best interest of the Company and its shareholders.

      Submitted by the Compensation Committee of the Board of Directors

                        Mervin L. Trail, M.D.   L. Ronald Forman

Performance Graph

      The  following  chart  provides  a  comparison  of  the cumulative total
shareholder return on the Company's Common Stock with the S&P  500  Index  and
the  S&P  500  Retail  Specialty Index from February 23, 1993 (the date of the
Company's initial public offering) through August 31, 1996.  The return values
are based on an assumed  investment  of $100 on February 23, 1993, and include
the reinvestment of dividends.


                    COMPARISON OF CUMULATIVE TOTAL RETURN



                              [chart to go here]





                                             Total Return for the Year
                                           -----------------------------
                           February 23,                August 31,
                           -----------     -----------------------------  
                              1993         1993     1994    1995    1996
                              ----         ----     ----    ----    ----- 
Campo                         $100         $ 88     $ 99    $ 59    $ 20
S&P 500                        100          108      113     138     164
S&P RSI                        100           97      101      94     115

                               ________________

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSHIP AND MANAGEMENT

Security Holdings of Directors and Executive Officers

      The  following  table  sets  forth certain  information  concerning  the
beneficial ownership of the Common Stock  of the Company by (i) each director,
(ii) each executive officer named in the Summary  Compensation Table and (iii)
all directors and executive officers of the Company as a group, as of November
30,  1996,  determined in accordance with Rule 13d-3  of  the  Securities  and
Exchange  Commission.    Unless  otherwise  indicated,  all  shares  shown  as
beneficially owned are held with sole voting and investment power.

                                                    Number of      Percent
         Name of Beneficial Owner                    Shares       of Class
         ------------------------                    ------       --------
Anthony P. Campo                                  412,953.75(1)     7.35%
Joseph E. Campo                                   313,508.75(2)     5.63%
Rex O. Corley, Jr.                                  8,000(3)        *
Barbara Treuting Casteix                            1,350           *
Mervin L. Trail, M.D.                                   0           0
L. Ronald Forman                                        0           0
Charles S. Gibson                                   4,000(4)        *
John Ross                                           5,800(5)        *
Donald E. Galloway(6)                                   0           0
William M. Golden, Jr.(6)                               0           0
All directors and executive officers 
  as a group (12)                                745,612.50(7)     13.24%(8)
__________
*     Less than 1%
(1)   Includes 107,142.9  shares held by trusts for the benefit of Mr. Anthony
      Campo's children of which Mr. Campo serves as trustee, and 25,998 shares
      held by a partnership  of  which  Mr. Campo is a partner.  Also includes
      6,572.82 shares, representing Mr. Campo's  interest in shares held by an
      LLC, of which Mr. Campo serves as a manager  (the  "Campo  Family LLC"),
      and 2,577.93 shares, representing the interest held by a trust  for  the
      benefit  of  Mr. Campo's children, of which Mr. Campo serves as trustee,
      in shares held  by  the  Campo  Family LLC.  Also includes 50,000 shares
      that Mr. Campo has the right to acquire  through  the  exercise of stock
      options that are exercisable within 60 days.
(2)   Includes 107,142.9 shares held by trusts for the benefit  of  Mr. Joseph
      Campo's  children  of  which Mr. Campo serves as trustee.  Also includes
      6,572.82 shares, representing Mr. Campo's interest in shares held by the
      Campo Family LLC, of which  Mr.  Campo serves as a manager, and 2,577.93
      shares, representing the interest held by a trust for the benefit of Mr.
      Campo's children, of which Mr. Campo  serves  as trustee, in shares held
      by the Campo Family LLC.
(3)   Includes 6,000 shares that Mr. Corley has the right  to  acquire through
      the exercise of a stock option that is exercisable within 60 days.
(4)   Includes  4,000 shares that Mr. Gibson has the right to acquire  through
      the exercise of a stock option that is exercisable within 60 days.
(5)   Includes 5,000 shares that Mr. Ross has the right to acquire through the
      exercise of stock options that are exercisable within 60 days.
(6)   Effective July  12 and July 19, 1996, respectively, Messrs. Galloway and
      Golden resigned as  executive  officers  and  members  of  the  Board of
      Directors of the Company.
(7)   Includes  65,000  shares  that  such  persons  have the right to acquire
      through  the  exercise of stock options that are exercisable  within  60
      days.
(8)   Calculated on the  basis of 5,566,906 shares outstanding at November 30,
      1996 and 65,000 shares  that  all  directors and executive officers as a
      group have the right to acquire through  the  exercise  of stock options
      that are exercisable within 60 days.

Security Holdings of Certain Beneficial Owners

      The following table lists those persons other than executive officers or
directors of the Company who are known by the Company to own beneficially more
than  5%  of  its  outstanding  Common  Stock  as  of November 30, 1996.   The
information set forth below is based upon information furnished by the persons
listed.  Unless otherwise indicated, all shares shown  as  beneficially  owned
are held with sole voting and investment power.


        Name and Address of Beneficial Owner            Number of      Percent
        ------------------------------------              Shares      of Class
                                                          ------      --------  
Gina Campo Morgan                                       342,008.76(1)   6.14%
   214 Monsanto
   Luling, LA 70070
Carol Campo Timphony                                    267,858(2)      4.80%
   127 Highway 22 East, N-7
   Madisonville, LA 70447
Paul M. Campo                                           302,858(3)      5.44%
   300 Clearview Pkwy.
   Metairie, LA 70006
Dimensional Fund Advisors, Inc..                        314,800(4)      5.65%
   1299 Ocean Avenue, 11th Fl.
   Santa Monica, CA  90401
Pioneering Management Corporation                       320,000         5.75%
   60 State Street, 18th Floor
   Boston, MA  02109
__________

(1)   Includes  71,428.6 shares held by trusts for the benefit of Ms. Morgan's
      children of  which Ms. Morgan serves as trustee.  Also includes 7,432.32
      shares, representing  Ms.  Morgan's interest in shares held by the Campo
      Family  LLC, of which Ms. Morgan  serves  as  a  manager,  and  1,718.44
      shares, representing the interest held by a trust for the benefit of Ms.
      Morgan's children, of which Ms. Morgan serves as trustee, in shares held
      by the Campo Family LLC.
(2)   Includes  35,714.3  shares  held  by  a  trust  for  the  benefit of Ms.
      Timphony's child of which Ms. Timphony serves as trustee.
(3)   Includes  35,714.3  shares held by a trust for the benefit of  Mr.  Paul
      Campo's child of which Mr. Campo serves as trustee.
(4)   Held as of December 31,  1995 in portfolios of DFA Investment Dimensions
      Group Inc. (the "Fund"), a  registered  open-end  investment company, in
      series  of  The DFA Investment Trust Company (the "Trust"),  a  Delaware
      business trust,  or  the DFA Group Trust and the DFA Participating Group
      Trust, investment vehicles for qualified employee benefit plans, for all
      of  which  Dimensional Fund  Advisors  Inc.  ("Dimensional")  serves  as
      investment manager.   Dimensional  disclaims beneficial ownership of all
      such shares.  Includes 94,800 shares  as  to  which  Dimensional  shares
      voting  power  with  certain  officers  of Dimensional who also serve as
      officers of the Fund and the Trust.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Prior to September 1991, the Company was  controlled  by Mr. Tony Campo,
father  of Anthony P. Campo and Joseph E. Campo, and his seven  children  (the
"Campo Family").   From  September  1991  until  the  Company's initial public
offering on February 23, 1993, the Company was controlled by the Campo Family.

      On  September  1,  1991,  the  Company and Mr. Tony Campo  entered  into
certain agreements pursuant to which (i)  Mr.  Tony Campo cancelled $4,676,520
of Company indebtedness to him, (ii) the Company  redeemed  all  of  Mr.  Tony
Campo's  stock  in the Company for its $5,611,144 promissory note (the "Note")
and (iii) Mr. Tony  Campo entered into a non-competition and personal services
agreement  with  the Company  providing  for  aggregate  monthly  payments  of
approximately $11,690  to  him  over ten years.  The value of Mr. Tony Campo's
interest in the Company was determined  by appraisal.  A portion of this value
was  allocated  to  the  personal services contract  and  the  non-competition
agreement based on (i) management's  estimate  of  the amount that it would be
required to pay for comparable public relations and  marketing  services,  and
(ii)  management's estimate of the value to the Company of preventing Mr. Tony
Campo from  competing with it in the marketplace, respectively.  The remainder
of the appraised  value  of  Mr.  Tony  Campo's  interest  in  the Company was
allocated  to  the  redemption  price.   On  April 29, 1994, the Company  paid
$2,769,678  to  Mr.  Tony  Campo with proceeds from  the  Company's  secondary
offering to pay off the remaining  balance of the Note.  The 410,714 shares of
treasury stock which were being held  as  collateral  for  the note, were then
cancelled.

      The  Company leases one store from Mr. Tony Campo and it  subleases  one
store from Campo Appliance Co. of Clearview, Inc. ("Clearview"), a corporation
wholly-owned  by Mr. Tony Campo.  The Company believes that its lease payments
under the lease  and  sublease  are at fair market rental rates.  The sublease
requires lease payments identical  to  the payments required by the underlying
lease which is with an unrelated third party  lessor.   For  fiscal  1996, the
Company  paid  aggregate  rental  payments  under  this  lease and sublease of
approximately $161,000.

      Prior  to  October  1,  1995,  Ms. Casteix was the managing  partner  of
Cleveland, Barrios, Kingsdorf & Casteix,  which  served  as general counsel to
the  Company,  and  since October 1, 1995, Ms. Casteix has been  the  managing
partner of Barrios, Kingsdorf  &  Casteix,  which serves as general counsel to
the Company.  The Company paid an aggregate of  $173,000 during fiscal 1996 to
these two firms for legal services rendered.



                                  SIGNATURE

      Pursuant to the requirements of Section 13  or  15(d)  of the Securities
Exchange  Act  of  1934, the Registrant has duly caused this Amendment  to  be
signed on its behalf by the undersigned, thereunto duly authorized.


                                          CAMPO ELECTRONICS, APPLIANCES AND
                                          COMPUTERS, INC


Dated:  December 30, 1996                 By: /s/ Wayne J. Usie
                                             ---------------------------------
                                                        Wayne J. Usie
                                                   Chief Financial Officer 
                                                        and Secretary