SECURITIES AND EXCHANGE COMMISSION

                                   Washington, D.C.  20549


                                         FORM 10-K
        (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, 1997

              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 Identification No.)
 of incorporation or organization)

                 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 25, 1997 was approximately $4,098,985.
                                     ____________________

        The  number  of  shares of the Registrant's Common Stock,  $.10  par
        value per share outstanding, as of November 28, 1997 was 5,766,906. 
                                     
                                     --------------------
                                     
                                 ITEMS SUBJECT TO FORM 12B-25
                                 
        The following items of this Form 10-K are the subject of a Form 12b-25 
        report filed with the  Commission  of  December  1,  1997, and are not 
        included herein:   Items 6, 7, 8 and 14(a)(1).





                                       PART I

       ITEM 1.  BUSINESS

       Overview

          General.  The Company  is  a  leading  specialty  retailer of name
       brand  consumer  electronics,  major appliances, computers  and  home
       office products with 20 stores in Louisiana, Mississippi, Alabama and
       Florida.  Campo's merchandising  strategy  is  to  emphasize top name
       brand products with the highest name recognition among consumers, and
       to carry a relatively broad range of product offerings  within  those
       brands.   The  Company  uses  high profile, aggressive advertising to
       communicate its guaranteed low  prices and frequent price promotions,
       and  also  executes  a  number  of store-level  operating  strategies
       designed  to  promote  quality  service  and  customer  satisfaction,
       including  guaranteed  next-day  delivery,   home   installation  and
       extended  warranty plans for most products sold.  Customer  awareness
       and loyalty  are  enhanced by the Company's issuance of private label
       credit cards, of which  there  are  over  300,000 holders.  In recent
       years, the Company developed and implemented  a  Campo  Concept store
       format  to  meet higher consumer expectations.  Campo Concept  stores
       feature  well-lit,   open  selling  areas,  informative  signage,  an
       attractive  interior  and   exterior   design,  hands-on  merchandise
       displays and an interactive environment for the consumer.

          Chapter 11 Bankruptcy Proceedings.  On  June  4, 1997, the Company
       filed  a  voluntary petition in the U. S. Bankruptcy  Court  for  the
       Eastern District  of Louisiana for reorganization under Chapter 11 of
       the U. S. Bankruptcy  Code  (the "Bankruptcy Code"), and is currently
       operating its business as debtor-in-possession  under the supervision
       of the Bankruptcy Court (the "Court").

          As   of   the  petition  date,  actions  to  collect  pre-petition
       indebtedness are  stayed and other contractual obligations may not be
       enforced against the  Company.   In  addition,  under  the Bankruptcy
       Code,  the  Company  may reject executory contracts, including  lease
       obligations.  Parties  affected  by  these rejections may file claims
       with  the  Court  in  accordance  with  the  reorganization  process.
       Substantially all liabilities as of the petition  date are subject to
       settlement  under  a  plan  of  reorganization  to be voted  upon  by
       creditors and equity security holders and approved by the Court.  The
       Company has not yet prepared or submitted a plan  of  reorganization.
       As  provided  by  the Bankruptcy Code, the Company has the  exclusive
       right for a period  of time to submit a plan of reorganization.  This
       period has been extended  by  the  Court  to  January  15,  1998, and
       further  extensions  may be sought and may be granted or rejected  by
       the Court.

          The Company has obtained  the approval of the Court to continue to
       pay for utility services, certain  consumer  practices (including the
       continuation  of  service  on existing extended warranty  contracts),
       payroll and employee benefits,  and  property and liability insurance
       coverage.  These items are recorded as  accrued  expenses not subject
       to  compromise.  The Company  is  also  allowed  to  continue  normal
       business  practices,  including  purchasing  inventory and payment of
       normal operating expenses incurred after the filing of the bankruptcy 
       petition.

          As  part  of the reorganization process, the Company  closed  nine
       stores and one  distribution  center  in  July  1997.   It  also  had
       previously  closed two stores in January 1997, located in Huntsville,
       Alabama and in  Jackson, Mississippi. The facilities that were closed
       in July 1997 were:   (i)  one  store  each  in  Tuscaloosa,  Alabama;
       Longview, Texas; Texarkana, Texas; Jackson, Mississippi; Chattanooga,
       Tennessee; Alexandria, Louisiana; and Lafayette, Louisiana, (ii)  two
       stores   in  Memphis,  Tennessee  and  (iii)  the  Bessemer,  Alabama
       warehouse.  The Shreveport, Louisiana warehouse was closed subsequent
       to fiscal  year-end  in  October  1997.   Inventory at the Shreveport
       warehouse  was  moved  to  a smaller warehouse  leased  beginning  in
       October 1997 that is adjacent  to  the  Company's remaining warehouse
       located in Harahan, Louisiana.

          In  connection  with  these closures, the  Company  recorded  non-
       recurring  charges  in  the aggregate  of  $5,338,000  to  write  off
       leasehold improvements and  furniture,  fixtures  and  equipment.   A
       lease  rejection liability of $3,100,000 related to the closed stores
       and warehouses  was  established  using the Bankruptcy Code rules for
       the  calculation.   A  non-recurring  charge  of  $792,000  was  also
       recorded with respect to the liquidation  of  inventory below cost at
       the closed locations.  In addition, the goodwill  associated with the
       Company's July 1993 acquisition of Shreveport Refrigeration, Inc. was
       reduced  by  $640,000 due to the closure of two locations  that  were
       part of that acquisition.

          Recent Industry Conditions.  During fiscal 1997, Campo experienced
       steady declines  in  comparable  store sales, continuing a trend that
       began in the third quarter of fiscal 1995.  This negative sales trend
       was consistent with the weak overall  performance  of  all sectors of
       the  retail  industry, as consumers burdened with high consumer  debt
       levels  generally  reduced  their  overall  levels  of  non-essential
       consumer  spending.   This  downturn  has  had  a particularly severe
       impact on the consumer electronics retail segment  due  to  a reduced
       demand  for the core electronics products sold by the Company,  which
       was compounded  by  a  slow  down  in  the  bringing to market of new
       consumer electronics products.

          As  a  result  of  the  weak market for consumer  electronics  and
       appliances, the Company participates  in  a  highly  competitive  and
       promotional  climate, with retailers focusing primarily on protecting
       market  share.   This  highly  competitive  environment  has  exerted
       considerable  pressure  on  the Company's gross profit margins, which
       have been adversely affected  not  only  by  constant,  intense price
       competition,  but  also  by  a  decrease in vendor rebates and  other
       programs  that have contributed to  the  Company's  profitability  in
       prior years.   In  addition,  those product lines for which there has
       been  an  increasing  demand,  such  as  computers  and  home  office
       equipment, are generally lower margin  items, thus further increasing
       the  pressure  on  the  Company's  gross  profit  margins.   Finally,
       industry research indicates that today's consumers  are spending less
       time  shopping  in  stores  and  instead  are learning about  product
       pricing and features and alternatives prior to entering a store. This
       usually  means  that a consumer purchases a product  from  the  first
       store he or she visits.   In  the present competitive environment, it
       is  increasingly  important  that  a  retailer  have  "top  of  mind"
       awareness among consumers, so that it is the first place shopped, and
       then to have the skills, training  and  operational  efficiencies  in
       place  to  enable  the  sales associates to close sales as quickly as
       possible.

          Campo was vulnerable to  the  weakened performance of the consumer
       electronics industry because the current  downturn  began  at  a time
       when Campo had embarked on an expansion program.  Campo opened 14 new
       stores  in  fiscal  1995, taking the Company from a small, family-run
       business with 12 stores in two markets at the end of fiscal 1992 to a
       regional chain with 31  stores  in  21  markets  by the end of fiscal
       1995.   During  its  expansion, the effects of the industry  downturn
       were  obscured  by sales  boosts  attributable  to  new  store  grand
       openings as well  as  to  a severe flood in the Company's New Orleans
       market in May 1995 (which stimulated a short-term inflated demand for
       the Company's products); however, as the negative industry conditions
       continued, the Company slowed  the pace of its new store openings and
       the severity of the industry downturn became more fully apparent.  In
       addition,  the  Company's rapid expansion  outpaced  certain  of  the
       Company's  management   and   operational  systems  which,  in  turn,
       significantly impaired the Company's  ability  to  maintain  adequate
       training  and  supervision of its expanding sales force and managers,
       to track and effectively  manage its inventory and to respond quickly
       to changing industry conditions.   The  Company's  ability to respond
       effectively  to  its  management  and  infrastructure  problems   was
       hampered  by  its declining financial performance.  When Campo opened
       its most recent  new Campo Concept store in August 1995, it announced
       at that time that  it  would  curtail  further expansion and focus on
       improving  its  infrastructure  until  such   time  as  the  industry
       conditions improved.

          As  previously  disclosed,  the  poor performance  of  the  retail
       industry  and  the  Company over an extended  period  led  management
       during fiscal 1996 to  review the Company's operations and to explore
       methods to improve operational  efficiency and reduce costs.  To that
       end, the Company implemented several  initiatives designed to improve
       the Company's operations.  Although management  believed  that  these
       measures,  if  given  enough  time, would have had a positive impact, 
       the Company's comparable store sales continued to decline  as  retail
       industry  conditions   have   continued    to   deteriorate,  leading
       management to conclude during the first quarter of fiscal 1997 that a
       comprehensive review of the Company's operations  was appropriate for
       the  purpose of developing a long-term strategic plan.   As  part  of
       this self-evaluative  process, the Company hired a consulting firm in
       the third quarter that  specializes  in  turning  around  financially
       troubled  companies  in consumer retail industries.  After evaluating
       and  discussing  with  the   Board  of  Directors  several  different
       strategic options, the consulting  firm ultimately recommended to the
       Board   a  significant  downsizing  of  the   Company's   operations;
       specifically,  the  closing  of  nine  stores,  in  addition  to  two
       unprofitable  stores  that had been closed in the second quarter, and
       the closure of one distribution  center.   In  addition,  in order to
       allow the Company to fully realize the operational benefits  from the
       closing of these facilities, the consulting firm recommended that the
       Company seek the protection of the federal bankruptcy laws, which the
       Company  did by filing a voluntary petition under Chapter 11 on  June
       4, 1997.   The  Company's use of this strategic tool was primarily to
       allow the Company  to  terminate  on a more favorable basis the long-
       term leases of the facilities identified for closure.  The Chapter 11
       filing  was  undertaken  with  the   cooperation  and  support of the
       Company's bank group and floor plan lenders.

          As discussed in "Liquidity and Capital Resources," the Company has
       amended its bank credit facility to defer principal payments  for one
       year  until  June  1998,  to defer maturity of the facility for three
       years until August 31, 2000,  and to remove the Company's merchandise
       inventory  as collateral for the  facility.   The  Company  has  also
       obtained a $3  million  line of credit from certain of its floor plan
       lenders, which is collateralized by certain merchandise inventory.

          Immediately following  its filing for protection under Chapter 11,
       the  Company  experienced  temporary   inventory   shortages  largely
       attributable to the disruptive effect that the bankruptcy  filing had
       on its relationships with its vendors.  These inventory shortages had
       an adverse effect on sales and customer confidence during the  fourth
       quarter.   The  Company  believes  it  has  successfully restored its
       relationships with its vendors and inventory levels have been rebuilt
       in  sufficient  quantities  to  meet customer demand.   

          Recent  Management Changes.  In June 1997, the Company hired a new
       Chief Executive  Officer,  William  Wulfers,  whose  extensive retail
       background included seven  years  as  the  Regional Vice President of 
       Wal-Mart Inc. for Louisiana, Arkansas,  Mississippi, Virginia,  North
       Carolina, South Carolina, Georgia and Florida.   In  August 1997, the
       Company  hired  three new Senior Vice Presidents, all with  extensive
       retail backgrounds.   John  Watson was hired as Sr. Vice President of
       Operations, and his experience  included twelve  years  with  Woolco, 
       eleven years with  Rose's  stores,  and three  years  with  Wal-Mart.  
       Malcolm  Ballinger  joined  the  Company  as  Sr.  Vice  President of 
       Merchandising   and   Advertising  and  has 20 years of merchandising 
       experience  in  the  consumer  electronics  and  appliances industry.  
       Michael Ware was hired as Sr. Vice President, Chief Financial Officer 
       and  Secretary  and  has  sixteen  years  of experience in  financial  
       management  positions with both public  and private retail companies, 
       including experience  with  two  retailers  that successfully emerged 
       from Chapter 11 reorganizations.

       Business Strategy

          The Company's  business strategy is to establish market leadership
       in each of its markets  and  to  build  and maintain a loyal customer
       base  by  offering guaranteed low prices, superior  customer  service
       through a professional  sales  force, a pleasing shopping environment
       and  the  merchandising  of top name  brand  products.   The  Company
       believes  this  strategy,  supported  by  an  aggressive  advertising
       program  and an experienced senior  management  team,  will  help  it
       regain a dominant  share  of  all  of  the  markets it serves for the
       product  categories  offered.   The  key  elements  of  its  business
       strategy include:

          Experienced  Management  Team.  Since  filing   for   Chapter   11
       reorganization,  the  Company  has  assembled  an  exceptional senior
       management  team.   The top four executives have an average  of  over
       twenty-five years of  retail  experience.  Their business backgrounds
       include high level positions with  major  retailers  such as Wal-Mart
       and  Woolco.   The Chief Financial Officer is uniquely qualified  for
       his position having  been  part  of  senior  management  teams  which
       successfully led two retails chains out of Chapter 11 reorganizations
       to   profitability.    Similarly,   the   Senior  Vice  President  of
       Merchandising and Advertising has over twenty  years of merchandising
       management  experience  in  the  consumer electronics  and  appliance
       industry.

          Brand Merchandising.  The Company offers a comprehensive selection
       of top name brand consumer electronics,  major  appliances, computers
       and home office products, with an emphasis on those  name brands with
       the  highest  name  recognition among consumers, and carries  a  wide
       range of prices and models  within those brands.  The Company's brand
       merchandising strategy is designed to provide a high quality image in
       the marketplace and to encourage increased vendor support.

          Customer Service.  Customer  service  is  the key to the Company's
       business  strategy.  To promote customer loyalty  and  to  provide  a
       competitive advantage, the Company seeks to assure that its customers
       consistently   receive  knowledgeable  and  courteous  assistance  by
       maintaining the  technical  and  interpersonal  skills  of  its sales
       associates.  These skills are developed through extensive initial and
       ongoing training sessions.  Sales associates and store management are
       supported  by  the  Company's  customer service department, which  is
       staffed by representatives with  over  15  years  of customer service
       experience.   The Company also offers guaranteed next-day,  and  same
       day and timed delivery services on major purchases, home installation
       of major appliances,  computer  training classes, product performance
       guarantees ("PPG") and a thirty-day, no questions asked return policy
       on most products.

          Aggressive Advertising; Targeted  Marketing.   The Company engages
       in  extensive advertising to promote its competitive  prices  on  top
       name brands and customer service.  The Company's in-house advertising
       department produces all of the Company's newspaper advertisements and
       television  and  radio  commercials,  which provides the Company with
       cost savings and gives the Company greater  control  and  flexibility
       over  its  creative  product.   In  an  effort to improve sales,  the
       Company has analyzed each individual market  and is now tailoring its
       advertising so that it appeals to the majority of potential customers
       in each market.  The Company will continue to  adjust its advertising
       programs  to take into account changing lifestyles  and  trends.   In
       line with the Company's desire to increase computer sales and attract
       more  customer  traffic,  a  larger  percentage  of  the  advertising
       expenditures  will  be  focused  on  this category in the future.  To
       encourage repeat business and a longer  term  relationship  with  its
       customers,  the Company offers a private label credit card through an
       independent credit card  bank  that  bears  substantially all  credit 
       risk without recourse to the Company.

          Competitive  Pricing.  The Company's policy is to  offer  superior
       value to its customers  by  maintaining competitive prices in each of
       its markets.  To support this  policy,  the Company actively monitors
       prices at competing stores and maintains  a  low  price  program that
       guarantees  that  if  an item can be purchased at a lower price  from
       another  retailer, or even  from  the  Company,  within 30 days after  
       the customer has purchased the item,  the  Company  will  refund  the
       difference to the customer.

          Operational   Controls.  Inventory  control is one of the keys  to  
       the Company's return to profitability. If the Company is  to  succeed 
       in its goal of increasing computer sales, it  must  carefully  manage 
       its inventory turns in order to reduce the risk of aging or  obsolete
       products.  To accomplish this goal, the Company has a dynamic program
       for   frequent   inventory  cycle  counts   and   once   a  year full
       inventory  counts  of  all  products.  This  allows  for  the  timely
       evaluation of the age and condition of all products and minimizes the
       opportunities for internal and  external  theft.   In  addition,  the
       Company's  automated  Point-of-Sale reporting system gives management
       real time information on product availability, pricing deviations and
       instant sales information by location and sales associate.

       Marketing

          Campo Concept Stores.   In  1991,  management designed a prototype
       Campo Concept store that has been the model  for all new stores.  The
       Campo Concept store format has allowed the Company to offer consumers
       a broad selection of consumer electronics, appliances and home office
       products.   These  stores  feature  a contemporary  design  aimed  at
       educating the customer and enhancing  the  shopping  experience,  and
       contain  hands-on  displays  that  enable the customer to explore the
       features of the products sold.  The store design and layout is bright
       and open and is intended to demonstrate the Company's broad selection
       of merchandise and to expose the consumer  to  each  of  the  store's
       product categories immediately upon entering the store.  Computer and
       home  office  products, which have been the Company's fastest growing
       product category since their introduction in fiscal 1991, are located
       near the front  of  each store and major appliances, television/video
       equipment  and  home  audio   equipment  are  positioned  around  the
       perimeter of the stores.  To capitalize on the growing convergence of
       audio and video technology, Campo showcases televisions and VCRs with
       audio products in home theater  settings  throughout the stores.  The
       stores display a wide assortment of personal  electronics products in
       the center to encourage impulse shopping.

          Existing  Campo  Concept  stores  generally contain  approximately
       18,000  to  30,000  square feet, including  approximately  11,000  to
       20,000 square feet of  selling space.  The Company locates its stores
       in high visibility, high  traffic  commercial  areas  including strip
       shopping   centers  and  free-standing  formats  with  large  readily
       identifiable  signage,  easy  access  from  major  roads and adequate
       customer parking.  The stores are open seven days per week, including
       most holidays.  The Company's store hours are intended  to  make  its
       stores more accessible to customers than certain other stores selling
       similar  goods,  particularly  for  those customers who are unable to
       shop during ordinary business hours.

          The Company's general policy is to  lease  its  stores in order to
       limit its investment in fixed assets and increase the availability of
       capital  for other purposes.  The Company's investment  in  leasehold
       improvements,  fixtures  and equipment generally ranges from $475,000
       to  $1,000,000  per  store.   The  Company  has  been  successful  in
       negotiating  lessor  contributions   for  tenant  improvements,  rent
       abatements and other concessions to reduce these costs.

          Advertising.   The  Company promotes  its  prices,  selection  and
       service through aggressive  mass media advertising campaigns designed
       to create an awareness of the  Company's  comprehensive  selection of
       quality  name  brand merchandise, its competitive pricing policy  and
       its strong customer  service  orientation.  The Company's strategy is
       to maintain a balanced advertising  program utilizing local newspaper
       advertising and radio and television commercials.

          In  each  of its markets, the Company  generally  runs  four-color
       multi-page  newspaper   inserts   weekly.    Television   and   radio
       advertising  is  run  on  a regular basis in all markets to reinforce
       messages such as the Company's  guaranteed next-day delivery and name
       brand  selection.   The  Company  also   runs   highly   concentrated
       television and radio advertising to support specific sales events.

          The Company's advertising typically stresses promotional  pricing,
       a  broad  assortment  of  top name brand merchandise and the services
       provided by its knowledgeable  personnel.   Content,  production  and
       media  placement  (as  well  as  layout  and  artwork  in the case of
       newspaper   advertising)   are  handled  by  the  Company's  in-house
       advertising department.  The  Company's approach is to be flexible in
       decisions regarding advertising  and  to  make changes to advertising
       copy on short notice where necessary in order  to  take  advantage of
       new products or unexpected market developments.  The Company's use of
       an in-house department, instead of an independent advertising agency,
       has resulted in cost savings to the Company and has given the Company
       the  flexibility  it  requires  as  well as greater control over  the
       creative product.  The Company has computerized publishing and media-
       buying   systems  that  allow  it  to  produce   large   numbers   of
       advertisements  quickly and professionally without the use of a large
       advertising staff.

          Pricing.  The  Company's  policy is to offer superior value to its
       customers by maintaining competitive  prices  in each of its markets.
       To  support  this  policy,  the Company actively monitors  prices  at
       competing stores and maintains  a  low  price program that guarantees
       that if a customer can buy merchandise purchased from a competitor at
       a lower price, including the Company's own sale price, within 30 days
       of purchase, the Company will refund the  difference to the customer.
       All  initial pricing decisions are made centrally  by  the  Company's
       merchandising  department.  At the store level, store managers retain
       flexibility to match  competitor's prices in order to comply with the
       Company's guaranteed low price program.

          Private Label Credit Card Program.  The Company accepts most major
       credit cards and has its  own  private  label  credit  card  with the
       "Campo"  name  which allows qualifying customers to pay for purchases
       in installments  through  an  arrangement  between the Company and an
       independent credit card bank.  Under the agreement, customers' credit
       card  applications  are filed and evaluated electronically  from  the
       Company's  stores.   Typically,  this  procedure  enables  qualifying
       customers to receive credit card authorizations within a few minutes.
       Independent market research indicates that a well-established base of
       credit card consumers  provides a competitive advantage to retailers.
       The Company believes it  has  experienced  longer-term relationships,
       more repeat business and higher average purchases  through the use of
       its private label credit card.  There are more than  300,000  holders
       of  the  Company's  private  label  credit  card.   The  Company  has
       experienced  a  decline  in  its  approval  rate of new card holders,
       primarily  due  to  increased  competition  in  the  consumer  credit
       industry.

          Under  the  Company's  private  label credit card  agreement,  the
       independent credit card bank has agreed  to  provide  a  $125 million
       revolving line of credit for the purchase of merchandise and services
       from  the  Company's  stores  by  approved private label credit  card
       holders and to bear substantially all credit risk without recourse to
       the Company under the program.  The  Company  also receives fees from
       the  credit card bank, which are used in part to  market  the  credit
       card program  and  to fund the cost of special promotions (such as 90
       days interest free for  purchases made with the card) that complement
       the Company's other advertising  and  marketing activities.  Payments
       received under the agreement are recorded  as  reductions in selling,
       general  and  administrative  expenses.  If the growth  rate  of  the
       credit card portfolio continues  to  decline,  the  Company would not
       expect future payments received from the bank under the  agreement to
       continue at current levels.

          The  Company  also provides credit to its customers for individual
       transactions through  independent  finance companies.  Similar to the
       private label credit card program, the  independent  finance  company
       bears substantially all credit risk without recourse to the Company.

          Management  believes that the Company's private label credit  card
       and  related programs  will  provide  for  adequate  availability  of
       consumer credit for fiscal 1998 and that it has the ability to obtain
       additional  consumer  credit  facilities  in  the  future under these
       existing  or other similar programs on substantially  similar  terms.
       There can be  no assurance that future changes in the availability of
       consumer credit  will  not  have an adverse impact upon the Company's
       sales and results of operations.

       Merchandising

          Products.  The Company offers  a  comprehensive  selection  of top
       name brand electronics, major appliances and computer and home office
       products,  with  an  emphasis  on  those name brands with the highest
       awareness among consumers, and carries  a  wide  range  of prices and
       models within those brands.  The Company's merchandising  strategy is
       designed to provide a higher quality image in the marketplace  and to
       encourage  increased  vendor  support.   The Company currently offers
       more than 3,000 products in its major categories:

         

    Category        Products        Principal Brand Names            

Television/Video    Televisions     GE, JVC, Magnavox, Mitsubishi, Panasonic,
                    VCRs            RCA, Samsung, Sony, Zenith                
                    Camcorders                                               
                    Digital                                                  
                    Satellites                                               

Major Appliances    Refrigerators   Admiral, Friedrich, Frigidaire, GE,
                    Dishwashers     Hotpoint, Jenn Air, Kelvinator, KitchenAid
                    Washer/Dryers   Maytag, Panasonic, Sharp, Tappan,
                    Ranges          Whirlpool, White-Westinghouse     
                    Cooktops       
                    Range Hoods 
                    Microwaves     
                    Room Air     
                    Conditioners 

Home Audio          Stereo          Bose, Infinity, JBL, JVC, Kenwood,
                    Components      Magnavox, Mitsubishi, Panasonic, Pioneer,
                    Speakers        Sharp, Sony, Yamaha, Zenith           
                    Stereo Systems 

Computers/Home      Computers       Brother, Canon, Compaq, Epson, IBM, 
Office              Printers        Packard Bell,                    
                    Fax Machines    Panasonic, Sony              

Electronics/        Personal Audio  Aiwa,  GE, Infinity, JBL, JVC, Kenwood,
Accessories         Radar           Lucent  Technologies,  Magnavox, Motorola,
                    Detectors       Panasonic,   Pioneer,  RCA,  Sharp,  Sony,
                    Portable        Southwestern Bell, Sprint PCS             
                    Radios                                                   
                    Car Audio                                                
                    Car Alarms                                              
                    Telephones                                          
                    Cellular      
                    Phones    
                    Pagers       


         Consumer  electronics,  including  television/video  and home audio
       equipment,  are  currently  the Company's leading product categories.
       Campo stores display a wide assortment  of  name brand merchandise in
       this  category,  and  for  fiscal 1997, the Company's  three  leading
       selling name brands were Mitsubishi,  RCA  and  Sony.  By advertising
       both  inexpensive promotional goods and sale prices  on  the  leading
       television/video brands in the industry, Campo believes it is able to
       attract  a  wide  range  of  consumers.  Campo's sales counselors are
       trained to demonstrate the best  values  and  latest features in each
       customer's  brand  preference.   Campo's  audio  marketing   strategy
       focuses on mid- to high-end products from leading audio manufacturers
       in  the industry.  A wide selection of products is displayed in  both
       open  display  areas and smaller acoustically controlled sound rooms.
       To  capitalize  on   the  growing  convergence  of  audio  and  video
       technology, Campo showcases televisions and VCR's with audio products
       in multiple home theater  settings  throughout the store.  Campo also
       offers custom system design and installation  for  high-end surround-
       sound and multi-room speaker systems.

         The Company believes that one of its competitive strengths  is  its
       focus on major appliances.  The Company devotes a significant portion
       of  its  store  floor  space  to  this  category  and  offers a large
       selection  of  high-end,  built-in appliances.  The Company  believes
       that its ability to successfully  merchandise  major appliances helps
       to differentiate it from its competition, strengthens  its  image  of
       high  quality  and  wide selection, provides it with a stable base of
       business and promotes  customer  loyalty  and repeat business.  Campo
       Concept stores display a large assortment of  the  leading  brands in
       the  industry,  and  for  fiscal  1997,  the  Company's three leading
       selling  name  brands were GE, Maytag and Whirlpool.   Campo  Concept
       stores showcase  the  latest  built-in appliances in a custom kitchen
       display   complete   with   connections    for    in-store    cooking
       demonstrations.    Campo's    inventory   management   system  allows
       the Company to offer its next-day delivery guarantee and its same day
       and   timed  delivery  services  to  make  appliance  replacement  as
       convenient as possible for the customer.

         Computers  and home office products have been the Company's fastest
       growing product  category  since  their  introduction in fiscal 1991.
       The  Company  offers  an  assortment  of  computers,   printers   and
       telecommunication  machines  from industry leaders.  For fiscal 1997,
       the Company's three leading selling  brands  were  Canon,  Compaq and
       Packard  Bell.   For  fiscal 1998, management's goal is  to  increase
       sales of computers and  home  office  products as a percentage of the
       Company's overall merchandise mix because  the  Company believes that
       future annual sales growth will depend on a strong  base  of computer
       sales.   In  a  retail environment with few new exciting products  to
       offer, management  believes  that computers provide an opportunity to
       build store traffic and create  awareness  of  other  Campo products.
       Success  in  this  fast  moving  and  volatile catagory will  require
       management  to monitor this catagory closely  in  order  to  maintain
       adequate inventory turns and manage aged goods.

         The Company's  promotional  pricing on portable audio products such
       as personal electronics and hand  held  televisions  is  designed  to
       build  store traffic.  Campo Concept stores display a wide assortment
       of personal  electronics  in  the store's center to encourage impulse
       shopping.  The Company's hands-on  displays  also  help customers try
       out  the  models,  compare  features and make an informed  purchasing
       decision.  Campo Concept stores  also offer sales and installation of
       car audio, alarms, radar detectors  and cellular phones, with on-site
       demonstration rooms and auto installation bays.  For fiscal 1997, the
       Company's     three     leading    selling    name     brands     for
       electronics/accessories were Aiwa, Panasonic and Sony.

         The following table indicates the percentage of gross sales in each
       product category for each  of  the Company's last three fiscal years.
       The percentage of gross sales contributed by each product category is
       affected  by  season, store type,  promotional  activities,  consumer
       trends  and  the   development   of   new  products.   Because  these
       percentages change continually, historical  percentages  may  not  be
       indicative of future results.

                             Percentage of Gross Sales
 
                                               Fiscal Years Ended August 
                                                         31,             
                                                     1997      1996    1995 
        Product category:             
                Television/video                    31.2%     32.9%   32.8%
                Major appliances                    23.6      22.5    23.1 
                Computers/home office               19.5      18.6    17.6 
                Home audio                           8.4       8.4    10.4 
                Extended warranty plans              5.4       5.5     5.9 
                Portable/personal audio              3.9       4.7     5.4 
                Mobile electronics                   4.4       4.0     3.7  
                Accessories and other                3.6       3.4     3.1  
                                                   100.0%    100.0%  100.0%

         Purchasing.   The  Company  purchases its merchandise directly from
       manufacturers.  The Company has  a  staff  of  three buyers under the
       direction of the Senior Vice President of Merchandising  each of whom
       has  responsibility for specific product categories.  The buyers  are
       assisted   by  the  Company's  management  information  system  which
       provides them  with  current  inventory price and volume information,
       allowing them to respond quickly to market demands.

         The Company has been able to  negotiate favorable price and payment
       terms  on  very large volume purchases,  which  in  part  allows  the
       Company  to  maintain  its  low  price  strategy.   The  Company  has
       benefited from  its membership in Nationwide Television and Appliance
       Association,  Inc.  ("Nationwide"),  a  national  buying  group  that
       currently consists  of  approximately 300 retailers of home appliance
       and  consumer electronic products  located  throughout  the  country,
       representing  more than $4 billion in retail sales.  Although it is a
       member of Nationwide,  the Company makes its own purchasing decisions
       and is not required to purchase  any  particular products or quantity
       of products.  In fiscal 1997, a majority  of  the Company's purchases
       were effected through Nationwide-sanctioned programs.   Nationwide is
       also a forum for the exchange of ideas on new products, product lines
       and  services as well as on management and administrative  techniques
       and procedures,  which  has  also  directly  benefited  the  Company.
       Although  Nationwide  is  an  important  source  of  information  and
       industry   communication,  management  believes  that  the  Company's
       independent  buying  power,  which  has  strengthened in recent years
       through its regional expansion activities,  is  not  dependent on its
       membership in this association.

         The  Company  purchases  inventory  with financing provided  either
       through third party finance companies or through open lines of credit
       from vendors, the former of which is collateralized  by the inventory
       purchased.   During  fiscal 1997, sales of goods purchased  from  the
       Company's  largest supplier  accounted  for  approximately  12.7%  of
       merchandise sales.  The Company typically does not maintain long-term
       purchase contracts  with  suppliers  and  operates  principally  on a
       purchase order basis.

         The  Company's  current  sales, inventory, purchasing and other key
       information is tracked at the Company's corporate headquarters on its
       computerized point-of-sale system.   This  system provides management
       with  information  that  facilitates  merchandising,  pricing,  sales
       management and the management of warehouse and store inventories, and
       enables management to review and analyze  the  performance of each of
       the  Company's  stores  and  sales personnel on a daily  basis.   The
       Company's central purchasing department  monitors  current  sales and
       inventory  at  the  stores each day.  The purchasing department  also
       establishes the level of inventory required at each store and handles
       the replenishment of store inventory on a daily or weekly basis.  The
       Company also conducts  periodic  cycle  counts  of selected inventory
       categories.  Inventory turned over 3.6 times for fiscal 1997.

         Distribution.  The Company owns one distribution  facility  in  New
       Orleans,  containing  approximately  100,000 square feet of warehouse
       space, and leases another adjacent warehouse containing approximately
       48,000 square feet of space.  Substantially  all  inventory purchased
       by the Company is shipped directly to its distribution  facilities in
       New  Orleans.   The Company closed its Bessemer, Alabama distribution
       center  during fiscal  1997  and  closed  its  Shreveport,  Louisiana
       distribution center in October 1997.

         Each store  receives  shipments  of inventory from the distribution
       facilities at least three times a week  and  based  on demand, daily,
       thereby increasing availability to customers by enabling  each  store
       to  maintain  sufficient  inventories of all products and to promptly
       replenish inventories of fast  moving products.  The Company believes
       its computerized distribution system  allows  it  to  support a broad
       selection  of  merchandise  within the stores while minimizing  store
       level  inventory  requirements.    The   Company  also  believes  its
       distribution system provides for savings by  consolidating  receiving
       and  handling  functions  and by enabling the Company to purchase  in
       full truck loads from suppliers.  
       
       Store Operations

         Sales Associates.  The Company views  itself  as being in a service
       business and emphasizes to its sales personnel the  need  to  provide
       personal   attention   to   each  customer.   Although  most  of  the
       merchandise  carried  by  the Company  is  displayed  in  specialized
       fixtures or self-demonstrating audio and visual displays, the Company
       does not operate its stores  in a self-service fashion and encourages
       its trained personnel to assist customers in selecting merchandise by
       demonstrating  products  and providing  information  desired  by  the
       customer with respect to price,  features  and other matters.  Highly
       visible displays of many products at each Campo  store  promote sales
       by enabling sales personnel to demonstrate for customers  the  use of
       these products.

         The Company believes that one of its distinguishing characteristics
       is  the  quality  of the people serving its customers and has made  a
       serious commitment  to  the  training  and  development  of its sales
       associates    to   insure   that   customers   consistently   receive
       knowledgeable and courteous assistance. This training and development
       also serves to provide the Company with a pool of talented associates
       for promotion into management.  The Company produces all of its sales
       training and product  training  manuals and courses using an in-house
       professional training staff.  The Company is assisted in its training
       programs by its extended warranty administrator, which has assigned a
       full-time trainer to work with the  Company's  store  manager  on the
       effective   techniques   of  selling  Product  Protection  Guarantees
       (extended warranties).

         At  the  commencement  of employment,  each  sales  associate  must
       complete  an  intensive  two-week   training  program  that  utilizes
       classroom instruction for the first week  and  a  standardized  video
       tape  and  workbook  system  for  the second week.  In addition, each
       sales associate must study the appropriate  product  training manuals
       and  pass  a  test  to  certify his or her knowledge in each  product
       category.  The sale associate's  progress  is  monitored by the store
       manager and each sales associate is further assisted  by  a "mentor,"
       who  is  a  more  experienced   sales  associate, during the training
       period.

         Management and Organizational Structure.   The Company now operates
       20  stores  in  4 states and a two-unit distribution  center  in  the
       greater New Orleans  area.  Because of the downsizing of the Company,
       as previously disclosed,  the  Company  has  been  able to reduce the
       number of layers of management and effect significant  cost  savings.
       Formerly, the Company was divided into five districts, each with  its
       own District Manager reporting to a Director of Stores.  Beginning in
       August  1997,  the  Company  eliminated the District Manager level of
       management, and store managers now report directly to the Director of
       Stores.  The Director of Stores is assisted by an Operations and Loss
       Prevention Director.  The Director  of  Stores  has  over 25 years of
       retail sales management experience with major, multi-unit  retailers,
       and the Director of Operations and Loss Prevention has over  12 years
       of  retail  experience  in  the  consumer  electronics and appliances
       industry.

         The  management  structure of each store consists  of  a  full-time
       store manager, an assistant  store  operations  manager  and  a sales
       manager.       The   assistant   store   operations   managers   have
       responsibility for  most non-selling tasks such as inventory control,
       receiving,  delivery  and  other  operations.   The  Company's  store
       management structure is  designed  to  maximize  each store manager's
       presence on the sales floor and thus his or her personal  involvement
       in  sales  and  customer  service.  Each store manager's compensation
       consists of a salary based  on  the store's size, and an annual bonus
       based  on  certain  key financial performance  criteria.    Assistant
       store operations managers  are compensated in a similar fashion.  The
       sales managers' compensation is based almost completely on commission
       sales.   All  of  the  Company's  sales  counselors  are  paid  on  a
       commission basis.  Additionally,  the  Company  motivates  its  sales
       counselors   with  recognition  awards  and  sales  contests  and  by
       providing opportunities for advancement within the Company.

         The  Company  has  developed  its  own  materials  and  courses for
       management training and development.  Campo has a system to  identify
       sales counselors with management potential, assess the strengths  and
       developmental  needs of each individual and tailor a development plan
       to expedite his  or  her  growth  within  the  organization.  All new
       managers  are  required  to  complete  a  one month initial  training
       program.   The  Company  also  conducts  periodic   store  management
       workshops and monthly sales managers meetings to continue  the growth
       and  development  of  its  sales  management teams. 

         Customer Services.  The Company supports its  merchandise  sales by
       providing   a   number   of  important  customer  services  including
       guaranteed next-day, same day and timed delivery in most metropolitan
       areas,  home  and car installation,  an  improved  type  of  extended
       warranty contract,  and  a  thirty-day,  no  questions  asked, return
       policy  on most products.  The Company also offers in select  markets
       free or reduced  rate  computer training classes to purchasers of its
       computer products.

         The Company's "Next-Day  Express Metro Delivery" service guarantees
       that a major purchase will be  delivered  to  the customer by the day
       after purchase or the Company will refund the purchase  price  to the
       customer.  In rare instances, the Company has been required to refund
       to  customers  the purchase price of an item because of the Company's
       inability to deliver the item by the day after purchase.  The Company
       also offers same  day  and  timed  delivery  of appliances in certain
       markets  at a premium price.  The same day service  is  available  on
       purchases  made  before  3 p.m. and the timed delivery service offers
       customers  a narrower delivery  time  window  that  includes  evening
       delivery hours.   The  Company  believes  its  delivery  service  has
       contributed   to  the  Company's  significant  sales  growth  in  the
       appliance  category,   indicating   that   this  service  provides  a
       competitive advantage and is highly desired  by  customers.   Many of
       the  Company's  competitors  do  not  offer even next-day delivery of
       major appliances.  The delivery service is currently provided by both
       in-house delivery services and independent  contractors  approved  by
       the  Company,  however,  the  Company  plans to shift to using solely
       independent contractors for its delivery  services  which  provides a
       cost-savings to the Company.

         Product  Service and Product Performance Guarantee (PPG).   At  the
       time of purchase  of  most  products,  each  customer  may  elect  to
       purchase  an improved version of an extended warranty contract called
       a  "Product  Performance  Guarantee"  ("PPG").  While  most  extended
       warranties  simply  extend  the manufacturer's limited warranty for a
       number of extra years the PPG  program guarantees to keep the product
       in the same operating condition  as  when  new.   Product performance
       deterioration  resulting  from  normal  use will be brought  back  to
       original "like new" quality by an authorized service center under the
       provisions  of  this  program.  Products damaged  from  power  surges
       caused by lightening, or  other conditions will also be automatically
       replaced in most instances.

         Generally,  these  PPG contracts  provide  one  to  five  years  of
       extended warranty coverage  and  are  renewable, which promotes post-
       sale customer satisfaction and a longer-term  relationship  with  the
       Company.   The  contracts are administered for the Company by Federal
       Warranty Service Corporation ("Federal"), an unaffiliated third party
       warranty company,  although the Company's customer service department
       handles all questions  and  problems  regarding  service  and the PPG
       contracts.   Federal  is  owned by American Bankers Insurance  Group.
       Federal  performs  the repair  services  required  by  the  contracts
       through factory authorized  service  centers  and  is required by its
       agreement with the Company to maintain insurance to fully protect the
       Company  in  the event that Federal fails to fulfill its  obligations
       under the PPG  contracts.   The  Company  sells  the PPG contracts to
       Federal on a non-recourse basis.

         Controls.   The  Company  closely monitors the performance  of  its
       sales personnel as well as the  sales  results and operations at each
       of its stores through its management information  system. The Company
       takes cyclical physical inventory counts of selected  categories on a
       regular basis throughout the year, and a complete physical  inventory
       of each store at least once per year. Each store  is  also visited at 
       least twice  monthly  by members of corporate management ranging from 
       the President of the Company to the Vendor Products Return Specialist.
       Supplementing these visits  are "surprise" safety and loss prevention
       audits twice annually at each  location  by  the  Company's insurance
       underwriter.

         Each  store  is  connected  with  the Company's wide area  computer
       network which allows for the instant exchange of e-mail messages from
       or  to  any  point  in  the  organization.   This  allows  for  rapid
       dissemination  of  directed  changes  in  store  procedures,  pricing
       changes and other corporate directives.

       Information Systems

         The Company utilizes computer  technology  to support its point-of-
       sale, retail management, and financial software  applications.  These
       software applications are maintained primarily by  the  Company's in-
       house information systems department.  The hardware platform,  an IBM
       AS/400  model  F90,  has  been  upgraded as needed to accommodate the
       Company's  recent aggressive growth.   All  stores  and  distribution
       centers are  equipped  with  computer  terminals  and  printers which
       communicate interactively to the host AS/400 system at the  Company's
       corporate  headquarters.   The  hardware, telecommunications network,
       and interactive software allow the  Company to have "real-time" sales
       and inventory information.

         The activity of all stores and distribution  centers  may be viewed
       by  management  via  on-line  inquiry  at any time.  This allows  for
       decisions to be based on current, real-time  information and provides
       immediate  feedback  on  sales  activity  associated   with   special
       promotions  and  events.   Trend,  gross  margin,  and sales analysis
       reports are produced each morning from the previous day's business.

         The   Company's  need  for  real-time  inventory  and  distribution
       information  is  driven by a variety of reasons, the most significant
       being  efficient management  of  inventory.   The  auto-replenishment
       feature  of  the  system is utilized to replenish store stock rapidly
       from the Company's  distribution  centers.   Additionally, this real-
       time inventory information enables the Company to meet its guaranteed
       next-day delivery  policy  and to  facilitate its  same day and timed
       delivery services.

         During  the  first  quarter  of  fiscal  1997, the  Company  leased
       portions  of a new Hewlett-Packard hardware system  utilizing  Oracle
       and GERS retail  software  that  was  intended to integrate all store
       processes into one system, allow for user-driven  reporting  based on
       individual  needs  for  information, and improve inventory management
       and the financial reporting  function.   Because  of  the  Chapter 11
       Bankruptcy filing and the cash position of the Company at that  time,
       this project was interrupted prior to implementation.  However, an e-
       mail  system  was  implemented which has improved communications with
       the stores and includes  on-line help with regard to Company policies
       and  procedures,  delivery  and   inventory   information  and  other
       reporting functions.

         The  Company  estimates  that  it  would  require  additional  cash
       expenditures of approximately $900,000 to complete implementation  of
       the  planned  system, and has decided to delay implementation of this
       system for at least  two  years due to the reorganization process and
       cash restraints.  During fiscal  1998,  the  Company will re-evaluate
       its information systems strategy and alternatives.   Because  of this
       delay,  during  fiscal  1998  the Company's existing software systems
       will have to be evaluated and programs upgraded or changed to be year
       2000 compliant.  The current cost  of  this  effort  is  still  being
       evaluated.

       Competition

       The   Company's   business  is  highly  competitive  in  all  product
       categories.   In  general,  the  Company's  competitors include other
       specialty  stores,  independent  consumer electronics  and  appliance
       stores,  department  stores,  warehouse  clubs,  mass  merchandisers,
       discount stores and catalogue showrooms,  many  of which are national
       in scope and have significantly greater resources  than  the Company.
       The  Company  believes  that it competes in its current markets  most
       directly with Sears, Wal-Mart  and  Sams (in all markets), Montgomery
       Wards (all markets except New Orleans) and Circuit City in certain of
       its  markets.   The  Company  competes  with   these   companies   by
       aggressively  advertising  and  emphasizing  its  product  selection,
       guaranteed low prices and superior customer service.

         The  Company believes it is positioned in its current market  areas
       to compete  effectively  with  national and other regional companies.
       However, there can be no assurance  that  the  Company  will not face
       additional competition in its current or future markets from  new  or
       existing competitors.

       Employees

         As  of November 23,  1997,  the  Company employed approximately 778
       persons, 625 of whom were full-time  employees  and  153 of whom were
       part-time.    The Company is not a party to any collective bargaining 
       agreement  and is not aware of any efforts to unionize its employees.  
       The Company considers its relations with its employees to be good.

       Trade Names and Service Marks

         The Company holds various federal  trade  names  and  service  mark
       registrations  including  rights  to  the  name "Campo."  The Company
       believes that this trade name has acquired substantial  goodwill  and
       reputation  and  broad  consumer  recognition  as a trade name of the
       Company  within  its  market  areas  and  that its continued  use  is
       important to the development of its business.   The  Company  is  not
       aware  of  any  adverse claims or infringements concerning any of its
       trade names or service marks.

       ITEM 2. PROPERTIES

         The Company's general  policy  is  to  lease its stores in order to
       limit its investments in fixed assets and  increase  the availability
       of  capital for other purposes; however, as of August 31,  1997,  the
       Company  does own the land and buildings for six of its Campo Concept
       stores.  All  of  its  other stores are leased from unrelated parties
       except two stores which are leased from the estate of Mr. Tony Campo,
       the founder and former majority  shareholder  of  the  Company,  or a
       family LLC owned by his descendants.

         The  Company's  store  leases  have  generally  provided for a base
       rental and have not provided for a percentage of sales in addition to
       the fixed rent; however, two leases for Campo Concept  stores require
       percentage  rents.   In  addition,  the leases generally require  the
       Company  to  pay  all  or  a portion of the  real  estate  taxes  and
       assessments,  utilities,  insurance  and  common  area  and  interior
       maintenance and repairs.  Rental  payments (including amounts paid in
       respect  to  expenses,  taxes  and  other  charges)  by  the  Company
       aggregated approximately $5.3 million in fiscal 1997.

         The  table  below  sets forth certain  information  concerning  the
       Company's stores.


                                       Calendar            Approximate 
                                       Year       Gross    Selling      Lease
                                       Opened     Square   Square       Expir-
                                       or         Footage  Footage      ation  
                                       Acquired                         Date(1)
Campo Stores 
     Claiborne Ave., New Orleans, LA      1967    22,000      5,000      2011
     Bloomfield Road, New Orleans, LA     1977    24,000     18,000      2017

Campo Concept Stores    
     Northlake Shopping Ctr.,             
       Mandeville, LA                     1991    18,410     11,844      2006  
     Edgewood Village Shopping Ctr.,  
       Biloxi, MS                         1992    19,751     11,482      2012 
     2801 Veterans Blvd., Kenner, LA      1992    20,153     12,555      2012
     Oak Ridge Plaza, Marrero, LA         1992    24,287     11,960      2002 
     The Crossings Shopping Ctr.,         
       Slidell, LA                        1993    19,840     12,206      2018 
     8888 Airline Hwy., Baton Rouge,              
       LA                                 1993(2) 49,043     17,976       N/A  
     East Lake Plaza, New Orleans         
       East, LA                           1993    19,000     14,209      2013
     Bossier Corners Shopping Center,     
       Bossier City, LA                   1994    21,276     14,404      2024
     Oak Park Shopping Center, Lake       
       Charles, LA                        1994    26,024     15,329      2024  
     4600 Hardy Street, Hattiesburg,      
       MS                                 1994    29,264     16,866      2032
     6235 N. Davis Highway,               
       Pensacola, FL                      1994    51,900     18,871      2024 
     4641 Pecanland Mall Dr., Monroe,     
       LA                                 1994(2) 27,500     17,553       N/A
     8815 Jewella Rd., Shreveport, LA     1994(2) 30,000     17,553       N/A
     146 Wildwood Parkway,                
       Birmingham, AL                     1994    30,000     17,338      2024 
     6981 Crestwood Blvd.,                
       Birmingham, AL                     1994(2) 30,500     19,400       N/A
     Wiregrass Mall, Dothan, AL           1995(2) 30,000     18,894       N/A 
     525 West 23rd St., Panama City,      
       FL                                 1995    47,057     17,770      2017 
     3943 Airport Road, Mobile, AL        1995(2) 30,000     20,000       N/A 
__________
(1)     Includes all renewal options unless otherwise indicated.
(2)     These facilities are owned by the Company.

                                 ________________

         Until  August  1996,  the  Company's  corporate  headquarters  were
       located in an approximately  46,000 square foot leased facility in an
       office  building in Covington,  Louisiana.   In  September  1996  the
       Company consolidated  its  corporate  headquarters into approximately
       20,000  square feet of space located in  the  same  office  building.
       This  facility   contains   the   Company's  executive  offices,  and
       accounting, data processing, merchandising  and marketing operations.
       The Company  owns a 100,000  square  foot warehouse and  distribution 
       facility in  Harahan,  Louisiana  and leases  another  facility  with  
       approximately  48,000  square feet of warehouse space adjacent to the 
       Harahan facility.  The  Company closed  its  Shreveport  distribution 
       center, which contained approximately 50,000 square feet of warehouse  
       space and the administrative offices for its North Louisiana district 
       in October 1997, and in July 1997  closed  its  Alabama  distribution  
       facility,  which  contained  approximately   110,000  square  feet of 
       warehouse space, in Bessemer, Alabama.

         The Claiborne Avenue store is owned  by  the  Campo  Family LLC and
       leased  to  the  Company.  The Company subleases the Bloomfield  Road
       store from Campo Appliance  Co.  of  Clearview,  Inc.,  a corporation
       wholly-owned by the estate of Mr. Tony Campo.

       ITEM 3. LEGAL PROCEEDINGS
         
         On June 4, 1997, the Company filed a voluntary petition in the U.S.
       Bankruptcy   Court  for   the  Eastern   District  of  Louisiana  for 
       reorganization under  Chapter  11  of  the  Bankruptcy Code,  and  is 
       currently   operating  its  business  as  debtor-in-possession  under 
       the  supervision of the Court.
       
         The Company is not a party to any other material legal proceedings.   
       The  Company  is,  however,  involved  in  various routine claims and 
       legal  actions  which  arise  in  the  ordinary  course  of business.  
       Management  of  the Company intends to vigorously defend these claims 
       and believes that the ultimate disposition of these matters will  not  
       have  a material adverse effect on the Company's financial condition, 
       results of operations or cash flow.

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

         The  Annual  Meeting of  the  shareholders  of  Campo  Electronics,
       Appliances and Computers,  Inc. (the "Meeting") was held on September
       25,  1997  and  5,127,368  shares   were   represented.   The  voting
       tabulation for the election of directors, which is the only matter to
       come before the Meeting, follows:

               William  E.  Wulfers, 3,671,625 votes  for,  1,455,743  votes
         withheld;  and  Anthony  J.  Correro,  III,  3,671,075  votes  for,
         1,456,293 votes withheld.

         The  following directors'  terms  of  office  continued  after  the
       Meeting:

               Donald  T.  Bollinger,  Anthony  P.  Campo,  Joseph E. Campo,
         Barbara Treuting Casteix, David L. Ducote and L. Ronald Forman.


                                     PART II

       ITEM 5. MARKET PRICE FOR REGISTRANT'S
                      COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Company's Common Stock is traded on the Nasdaq  National Market
       under  the  symbol  CMPOQ.   The following table sets forth, for each
       quarterly period in the two most  recent years, the range of high and
       low sales prices, as reported by the Nasdaq National Market:

                                                                High      Low
        Fiscal Year 1996:                       
          First Quarter (November 30, 1995)                    6-1/2    3-5/8
          Second Quarter (February 29, 1996)                   4-1/8    2-3/4
          Third Quarter (May 31, 1996)                         3-3/4    2-1/4
          Fourth Quarter (August 31, 1996)                     2-5/8    1-5/8
        
        Fiscal Year 1997:              
          First Quarter (November 30, 1996)                    2-3/16  1-7/16
          Second Quarter (February 28, 1997)                  1-13/16   15/16
          Third Quarter (May 31, 1997)                          2-1/8     7/8
          Fourth Quarter (August 31, 1997)                    1-13/16    9/16

         The Company is prohibited from paying dividends on its Common Stock
       by  the  terms  of  its existing debt instruments.  See "Management's
       Discussion  and  Analysis  of  Financial  Condition  and  Results  of
       Operations - Liquidity and Capital Resources."

         As  of November 28,  1997,  there  were  approximately  361  record
       holders of the Company's Common Stock.

       ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                      ACCOUNTING AND FINANCIAL DISCLOSURE

           None.


                                               PART III

            ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

            Information 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.

      
Name, Age, and Principal Occupation                          First     Serving
                                                             Elected   Term   
                                                             Director  Expiring

William E. Wulfers, 51, (1)                                  1997      2000   
  President and Chief Executive Officer             
            
Donald T. Bollinger, 48,(2)                                  1997      1999  
  Chairman and Chief Executive Officer Bollinger 
  Shipyards, Inc.                                
            
Anthony P. Campo, 42, (3)(4)                                 1991      1999
  Private Investments                 
            
Joseph E. Campo, 43, (3)(5)                                  1991      1998    
  President, Golf Zone, Inc., a retail golf supply 
  store                                            
            
Anthony J. Correro, III, 55, (7)                             1997      2000 
  Partner, Correro  Fishman  Haygood  Phelps  Weiss  
  Walmsley & Casteix, LLP, a law firm                          
            
Barbara Treuting Casteix, 44, (6)                            1992      1998    
  Managing  Partner, Barrios, Kingsdorf & Casteix, 
  L.L.P., a law firm                                    
            
David L. Ducote, 29                                          1997      1998 
  Chief Executive  Officer,  Tchoupitoulas Partners, 
  Inc., a private investment and merchant bank; 
  Vice Chairman, Park One, Inc., a developer, owner                          
  and operator of commercial parking facilities   
            
L. Ronald Forman, 50                                         1994      1999 
  President  and  Chief  Executive  Officer  of the  
  Audubon Institute, Inc., operator of a zoo, 
  aquarium and several parks      
       
       _______________
       (1)  William E. Wulfers has served as President and Chief Executive
            Officer  of  the  Company since June 1997.  For more than five
            years before then he  worked  for  Wal-Mart  Stores, Inc. in a
            variety of positions beginning in 1983 as store  manager, then
            as  District  Manager  and  most  recently  as  Regional  Vice
            President-Store    Operations    for    Louisiana,   Arkansas,
            Mississippi, Virginia, North Carolina, South Carolina, Georgia
            and  Florida.  William Wulfers also worked  in  a  variety  of
            capacities  for  Woolco Company, a division of F. W. Woolworth
            from 1967 to 1979, most recently as District Manager for South
            Florida.
       (2)  Donald  T. Bollinger  has  served  as  Chairman  of  Bollinger
            Shipyards,  Inc. since 1989 and as its Chief Executive Officer
            since 1985.   He  also  serves  on  the  Board of Directors of
            Tidewater Inc. and Bank One of Louisiana.
       (3)  Anthony P. Campo and Joseph E. Campo are brothers.
       (4)  Since  March  1997, Anthony Campo has managed  certain  family
            investments and  properties.   He  served  as  Chairman of the
            Board  and Chief Executive Officer from May 1992  until  March
            1997.   He  also  served  as  President  of  the  Company from
            September 1991 until August 1996, and as Senior Vice President
            of the Company from 1984 to 1991.
       (5)  Since July 1997, Joseph Campo has served as President  of Golf
            Zone,   Inc.   and  manages  certain  family  investments  and
            properties.  From  February  1997  to  July 1997, Joseph Campo 
            served as Director-Loss Prevention for  the  Company.     From 
            December 1995 until February   1997,   Joseph   Campo  managed 
            certain family investments and properties.  For more than five 
            years prior to December 1995, Joseph Campo  served as Director-
            New  Market Development for the Company.
       (6)  Barbara Treuting Casteix has served  in  this  position  since
            October 1, 1995.  For more than five years prior to October 1,
            1995, Barbara Casteix served as managing partner of Cleveland,
            Barrios, Kingsdorf & Casteix, L.L.P.
       (7)  Anthony J. Correro, III has served in this position since July
            1996.   From  June  1994  until  July 1996 he was a partner of
            Correro, Fishman & Casteix, LLP.   For  more  than  five years
            before  June  1994,  Anthony Correro was a partner in the  law
            firm of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
            L.L.P.  He is also a director of Avondale Industries, Inc.
                                 ________________

       Information with respect to Executive Officers

            The  following  table  sets  forth  certain  information  with
       respect to the executive officers who are not also directors of the
       Company as of the date of this report.  The Company is not aware of
       any family relationships between  any  executive  officers  of  the
       Company.   Executive  officers  are  appointed  by and serve at the
       discretion of the Board of Directors.

        
        
                                                           
    Name                        Age               Position 
        
Michael G. Ware                 48      Senior Vice President, Chief   
                                        Financial Officer and Secretary
        
John Watson                     49      Senior Vice President-Operations
     
Malcolm  Ballinger              50      Senior Vice President-       
                                        Merchandising and Advertising  
        

            Michael G. Ware joined  the  Company as Senior Vice President,
       Chief Financial Officer and Secretary  in  August  1997.  From July
       1996  to  August  1997,  he served as a private consultant  to  the
       retail industry.  From July  1993  to July 1996 he served as Senior
       Vice President and Chief Financial Officer  of Sunshine-Jr. Stores,
       Inc., which filed for Chapter 11 Bankruptcy in  December  1992  and
       successfully  emerged  from Chapter 11 in June 1994.  From December
       1987  to  October  1992 he  served  as  Vice  President  and  Chief
       Financial Officer of  Farm Stores, Inc., which filed for Chapter 11
       in 1991 and successfully  emerged  in September 1992.  Michael Ware
       also served as Vice President-Controller  of  Kash  n'  Karry, Inc.
       from  July  1987  to  December  1987,  as  Vice President and Chief
       Financial  Officer  of  Bin & Barrel, Inc. from  December  1985  to
       December  1986, as Vice President  of  Finance  of  Little  General
       Stores and Circle K General, Inc. from May 1977 to August 1985, and
       as a Staff Accountant and later  a  Senior   Accountant  for  Price  
       Waterhouse   from   September  1972 to May 1977.  He is a certified 
       public accountant.

            John  Watson  joined the Company  as  Senior  Vice  President-
       Operations in July 1997.   From  1994  to  July  1997, he served as
       Regional Manager for Wal-Mart Stores, Inc. for North  Carolina  and
       Virginia,  and  from  1983 to 1994 worked in various capacities for
       Rose's Stores, including District Manager, Regional Human Resources
       Manager and Regional Manager.   From  1971  to  1983 he served in a
       variety  of  capacities  for Woolco Company, a division  of  F.  W.
       Woolworth, most recently as District Manager.

            Malcolm Ballinger joined the Company as Senior Vice President-
       Merchandising and Advertising  in July 1997.  From November 1995 to
       July 1997, Malcolm Ballinger served  as General Merchandise Manager
       for  Apex,  Inc., an appliance and electronics  retailer  in  Rhode
       Island, and from  July  1994  to  November  1995, served as General
       Merchandise Manager for the Company.  From December  1992  to  July
       1994,  he  served  as  Merchandise  Manager  for  Fretter  Inc., an
       appliance  and  electronics  retailer in the mid-west.  He was  the
       owner/operator of Mrs. B's Appliance &  T.V.  from  August  1989 to
       December  1992,  and  served  as  Vice President, Merchandising and
       Sales for World Radio Inc. from January  1984  to  August 1989.  He
       served  in  a  variety of capacities with Silo Inc. from  September
       1977  to  January   1984,   most   recently   as   Vice  President,
       Merchandising and Sales.

       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.  Barbara Casteix failed to timely file
       a Statement of Changes in Beneficial Ownership (Form 4) to report a
       transaction by  her  husband  in  November  1995, and reported this
       transaction on a Form 4  in January 1997.  William  Wulfers  failed
       to  timely  file an Initial Statement of Beneficial Ownership (Form
       3) to report his holdings as of the date of his employment with the
       Company, and  filed  the Form 3 in July 1997.  Dean Hanby and James
       Rogan, two former executive  officers  of  the  Company,  failed to
       timely file their Initial Statements of Beneficial Ownership  (Form
       3) to report their holdings as of the date of their employment with
       the Company, and filed the Form 3s in September 1997.

       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, 1997, 1996 and
       1995 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.

<TABLE>
<CAPTION>

                                 SUMMARY COMPENSATION TABLE


                     Annual Compensation                         Long-Term             All Other 
                                                                 Compensation          Compensation
                                                                 Awards                
<S>                  <C>    <C>        <C>       <C>         <C>           <C>          <C>
Names and            Year   Salary     Bonus     Other       Restricted    Number    
Principal Position                               Annual      Stock         of
                                                 Compen-     Awards        Options      
                                                 sation      


William E. Wulfers   1997   $ 57,692   $20,833   $   ----    $125,000(2)   100,000      $ -------  
President and   
Chief Executive 
Officer(1)       

Anthony P. Campo,    1997    197,423    50,000   31,057(4)     --------     -------      379,000(5)
Former Chairman of   1996    351,581    53,311   --------      --------     -------       --------  
the Board and Chief  1995    318,467    53,300   --------      --------     50,000(6)     --------   
Executive Officer(3)   

Rex O. Corley, Jr.   1997    178,942    25,000   --------      --------     75,000(6)     76,103(8)
Former President and 1996    163,737    10,000   --------      --------     -------       --------  
Chief Operating      1995    155,082    25,000   --------      --------     -------       --------
Officer, Former 
Acting Chairman 
of the Board    
and Chief 
Executive Officer(7)    
                     
James B. Warren      1997    152,885    25,000   --------      --------     50,000(6)     37,500(8)
Former Vice          1996     14,423   -------   --------      --------     -------        3,000(10)
President-   
Merchandising(9)
                
Charles S. Gibson    1997    135,577    25,000   --------      --------     50,000(6)     -------- 
Former Vice          1996    129,816    30,000   --------      --------     -------       --------  
President-           1995     96,154    15,000   --------      --------     10,000        --------  
Logistics and  
Operations(11) 

John K. Ross         1997     97,115    50,000   --------      --------     50,000(6)     -------- 
Former Vice          1996    102,497    30,000   --------      --------     -------       19,100(13)
President-           1995     72,308   -------   --------      --------      5,000(6)     --------  
Marketing(12)   
                    
</TABLE>                     
__________
(1)   William Wulfers joined the Company on June 15, 1997.
(2)   Calculated  based on the grant of 100,000 shares  of  restricted
      stock valued  at the per share closing price of the Common Stock
      on the date of grant (June 15, 1997).  The restrictions on these
      shares lapsed on July 15, 1997.
(3)   Anthony Campo served  as  Chief Executive Officer of the Company
      until March 1997.
(4)   Includes $17,307 for unused   vacation  time  and  $13,750 for a
      Company car.
(5)   Includes $363,000 paid or accrued as severance upon  resignation
      of the officer, and $16,000 paid as directors' fees after  March
      1997.
(6)   These  options  automatically terminated upon resignation of the
      officer.
(7)   Rex Corley served  as  Acting  Chief  Executive  Officer  of the
      Company from March 1997 to June 1997.
(8)   Amount  paid  or  accrued  as  severance upon resignation of the
      officer.
(9)   James Warren joined the Company  in  fiscal 1996 and resigned at
      the end of fiscal 1997.
(10)  Moving allowance.
(11)  Charles Gibson joined the Company in fiscal  1995  and  resigned
      before the end of fiscal 1997.
(12)  John Ross became an executive officer of the Company in December
      1994 (fiscal 1995) and resigned from the Company before the  end
      of fiscal 1997.
(13)  Tuition reimbursement for Tulane MBA program.

                                 ____________________

            Option Grants

<TABLE>
<CAPTION>

                          OPTION GRANTS IN FISCAL YEAR 1997

            
     Name               Number      Percent     Exercise   Expiration  Potential Value
                          of        of Total    Price      Date        at Assumed   
                        Options     Options                            Annual Rates  
                        Granted     Granted(1)                         of Stock Price
                                                                       Appreciation 
                                                                       for
                                                                       Option Term 

                                                                     5%           10%  

<S>                      <C>         <C>        <C>       <C>        <C>          <C>
William E. Wulfers       100,000     19.08%     1.187     06/18/07   $ 74,650     $189,177 
Anthony P. Campo               0         0        ---          ---        ---          ---  
Rex O. Corley, Jr.        75,000(2)  14.31%    2.0625     10/04/06     97,280      246,534
James B. Warren           50,000(2)   9.54%    2.0625     10/04/06     64,855      164,355
Charles S. Gibson         50,000(2)   9.54%    2.0625     10/04/06     64,855      164,355
John K. Ross              50,000(2)   9.54%    2.0625     10/04/06     64,855      164,355
             
</TABLE>
             
________________
(1)   Based  on  grants  of options exercisable for a total of 524,000
      shares during fiscal 1997.
(2)   These options automatically  terminated  upon resignation of the
      officer.

            Option Holdings

              The following table provides information concerning  unexercised
            options held by the named executive officers at August 31, 1997.

                                   FISCAL YEAR END OPTION VALUES

                          Number of Securities           Value of Unexercised  
                          Underlying Unexercised         In-The-Money Options  
 Name                     Stock Options at August        at August 31, 1997  
                                31, 1997         
                      Exercisable   Unexercisable   Exercisable   Unexercisable
-----------------------------------------------------------------------------
William E. Wulfers              0         100,000             0        $ 12,550
Anthony P. Campo                0               0             0               0
Rex O. Corley, Jr.              0               0             0               0
James B. Warren                 0               0             0               0
Charles S. Gibson, Jr.          0               0             0               0
John K. Ross                    0               0             0               0
-----------------------------------------------------------------------------

                                 ____________________


Employment and Severance Agreements and Arrangements

General

      Until March 1997, the Company  had  employment  agreements  only
with  its  two  most  senior  executives,  Anthony  Campo  and  Donald
Galloway.   Donald  Galloway  resigned  in July 1996 and Anthony Campo
resigned  in  March  1997,  and both received  severance  benefits  in
accordance with their employment agreements.

      At the time of Anthony  Campo's  resignation, the Board was also
in the process of reorganizing the Company's operations and it engaged
Hewitt  Associates LLC to make recommendations  regarding  appropriate
executive   retention   and   severance   arrangements   and  director
compensation  packages  that  could  be implemented by the Company  in
order to attract new board members and retain members of its executive
management  team during the reorganization  period.   After  reviewing
Hewitt's recommendations,  the Board determined to increase the amount
of  its  director  compensation   as   noted  under  "Compensation  of
Directors."   The  Board  also  decided  to  enter   into   employment
agreements  with its five most senior executives, as described  below.
All five of these  executives  have  now resigned from the Company and
two were paid the severance benefits described below.

      The  Company  currently has only a  personal  service  and  non-
competition agreement  with  Anthony Campo, as described below, and an
employment agreement with William Wulfers, the Company's new President
and Chief Executive Officer, as described below.

Employment Agreements

      Anthony P. Campo.  The Company  had an employment agreement with
Anthony  Campo  pursuant  to  which the Company  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.  On
May  16, 1996 the employment  agreement  was  amended  to  extend  the
initial term of the agreement through December 31, 1997 and to provide
that Mr.  Campo's compensation for calendar year 1997 would remain the
same as that provided in the agreement for calendar year 1996.

      Anthony  Campo's  employment agreement also provided 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,  and  provided that if his
employment were terminated during the initial term of the agreement by
the  Company  for  any  reason  other  than cause (as defined  in  the
agreement) or by him for good reason (as defined in the agreement), he
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.

      Effective March 19, 1997, Anthony Campo resigned as an executive
officer of the Company and entered into an agreement  with the Company
that  provides  for  the continuation of certain benefits  for  twelve
months following resignation  and  provides  for a lump sum payment in
the amount of $363,000.  The Company also agreed  to  continue  making
the  lease  payments  on his Company car for the duration of the lease
which is approximately 18 months from the date of his resignation. The
Company  also  entered  into  a  personal services contract  and  non-
competition agreement with Anthony  Campo  pursuant  to  which  he has
agreed to render consultant services to the Company and not to compete
with the Company for two years,  for which agreements he is to be paid
a fee of $5,000 per month.

      Rex  O.  Corley,  Jr.   Upon  Anthony  Campo's  resignation, the
Company entered into an employment agreement dated March 21, 1997 with
Rex  O.  Corley,  Jr.  pursuant  to  which  he was employed as  Acting
Chairman of the Board and Chief Executive Officer of the Company until
a permanent replacement for Anthony Campo was  appointed.  Pursuant to
this Agreement, which had a two-year term, the Company  agreed  to pay
Rex  Corley  an  annual base salary of $200,000 for the first year and
$210,000 for the second  year.   The  Agreement  also provided for the
payment  of  a  one-time  performance  bonus  upon  execution  of  the
agreement of $25,000 and a stay bonus of $200,000 due  15  days  after
the  occurrence  of  certain  events provided that he was still a full
time  employee  of  the Company on  such  date.   The  agreement  also
provided for the payment  of severance benefits equal to the amount he
would have received had his  employment  terminated  (a)  by reason of
death  or  Disability  (as defined in the agreement and including  the
payment of the stay bonus in accordance with the calculation described
therein) and (b) (i) at the first anniversary of the agreement or (ii)
six months from the actual  termination  date,  if  his employment was
terminated  for  any  reason  other  than  cause  (as defined  in  the
agreement)  or by him for good reason (as defined in  the  agreement),
but  any such  severance  would  be  reduced  by  any  amount  he  had
previously  been  paid and by any severance benefits payable under the
Company's severance  plan (discussed below).  Effective June 19, 1997,
Rex Corley resigned as  an  executive  officer  and  director  of  the
Company and agreed to accept a lump sum severance payment of $75,000.

      Charles S. Gibson, Jr.  The Company also entered into a two-year
employment  agreement,  dated  March 21, 1997, with Charles S. Gibson,
Jr., which provided for (i) a base  salary  of  $150,000 for the first
year  and  $157,500  for the second year, (ii) a one-time  performance
bonus payable upon execution  of  the agreement of $25,000 and (iii) a
stay bonus of $150,000 payable within  15 days after the occurrence of
certain  events.   This agreement also provided  for  the  payment  of
severance benefits on  substantially the same terms as provided in Rex
Corley's agreement.  This  officer  resigned  before the end of fiscal
1997, and no severance benefits were paid to this officer.

      John K. Ross and James B. Warren.  The Company also entered into
one-year employment agreements, dated April 14  and  April  23,  1997,
with  John  K.  Ross and James B. Warren, respectively.  The agreement
with John Ross provided  for  a  base  salary  of $125,000, a one-time
performance bonus of $25,000 payable upon execution  of  the agreement
and  an  incentive  bonus  of up to $25,000 payable 15 days after  the
first  anniversary  of  the  agreement  provided  certain  performance
criteria were met.  The agreement  with  James  Warren  provided for a
base  salary  of  $150,000, a one time performance bonus payable  upon
execution of the agreement  of $25,000 and an incentive bonus of up to
$100,000 payable within 15 days  after  the  first  anniversary of the
agreement  provided  certain  performance  criteria  were  met.   Both
agreements provided for a six month severance benefit if the officer's
employment were terminated for any reason other than cause  or  by the
executive  with  good reason, such amount to be reduced by any amounts
previously paid and  by  any  severance  benefits  payable  under  the
Company's severance plan.  John Ross and Jim Warren resigned effective
July 18 and August 29, 1997, respectively.  No severance payments were
made  to John Ross; however, the Company agreed to pay as severance to
James Warren the amount of $37,500, payable over three months.

      William  Wulfers.   Effective  June 15, 1997, William E. Wulfers
became  the  Company's President and Chief  Executive  Officer  and  a
director.  The  Company  entered  into  an  employment  agreement with
William Wulfers, dated as of June 15, 1997, which has a term  expiring
on  August  31, 2000, providing for an annual base salary of $300,000,
bonuses of $20,833  for  the  fiscal  year  ended August 31, 1997, and
$100,000 for the fiscal year ended August 31,  1998,  and an incentive
bonus  equal  to  $500  per  basis point of pre-tax net profit  margin
achieved by the Company for each  of the fiscal years ended August 31,
1999 and 2000.

      The agreement also provides for six months severance benefits if
he is terminated without cause or he  terminates  his  employment  for
good  reason.   Pursuant  to  the  agreement, the Company also awarded
William Wulfers 100,000 shares of restricted  stock,  the restrictions
on which lapsed on July 15, 1997 and non-qualified stock  options  for
100,000  shares,  which  become  exercisable  on  June  15, 2000.  The
agreement  also provides for additional grants of non-qualified  stock
options for  100,000 shares each on June 15, 1998 and 1999, which will
become exercisable on June 15, 2000.

Severance Plan and Agreements.

      Effective  August 29, 1996, the Company adopted a Severance Plan
for its 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   has  also  agreed  to  provide  each  of  Malcolm
Ballinger, Michael Ware  and  John  Watson with a additional severance
payment of $37,500 if such officer's  employment  is terminated by the
Company without cause.

Compensation of Directors

      Each  member of the Board of Directors who is  not  a  full-time
employee of the  Company  is  paid $1,000 per month, and is reimbursed
for all ordinary and necessary  expenses  incurred  in  attending  any
meeting  of the Board or any committee.  Beginning in March 1997, each
non-employee   director  also  receives  $1,000  for  each  Board  and
Committee meeting attended and each Chairman of a Board Committee also
receives $3,000 per year.

Compensation Committee Interlocks and Insider Participation

      For fiscal  1997,  until March 1997 the members of the Company's
Compensation Committee were  L.  Ronald  Forman  and  Mervin L. Trail,
M.D.,  and since March 1997 the members of the Compensation  Committee
have been  L.  Ronald Forman, Donald T. Bollinger and David L. Ducote.
No member of the  Compensation  Committee  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.



      

ITEM 12.    SECURITY   OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  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  28, 1997, 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  

William E. Wulfers                        100,000               1.73%    
Anthony P. Campo(1)                       306,853.75(1)         5.32%  
Joseph E. Campo                           313,508.75(2)         5.44%  
Barbara Treuting Casteix                    3,850(3)               *
L. Ronald Forman                                0                  0   
Donald T. Bollinger                       114,600               1.99%  
David L. Ducote                            97,300(4)            1.69% 
Anthony J. Correro, III                         0                  0   
Rex O. Corley, Jr.(5)                       2,000                  *      
Charles S. Gibson(5)                            0                  0     
John K. Ross(5)                               800                  *    
James B. Warren(5)                              0                  0         
All directors and executive 
officers as a group  (11 persons)       1,056,112.5(6)         18.17%(7)

__________
*     Less than 1%
(1)   Includes  66,042.9  shares  held  by  trusts  for the benefit of
      Anthony  Campo's  children  of which he serves as  trustee,  and
      25,998 shares held by a partnership  of  which  he is a partner.
      Also  includes  6,572.82  shares,  representing his interest  in
      shares  held by an LLC, of which he serves  as  a  manager  (the
      "Campo Family  LLC"),  and  2,577.93  shares,  representing  the
      interest  held  by  a  trust for the benefit of his children, of
      which he serves as trustee,  in  shares held by the Campo Family
      LLC.
(2)   Includes 107,142.9 shares held by  trusts  for  the  benefit  of
      Joseph  Campo's  children  of  which he serves as trustee.  Also
      includes 6,572.82 shares, representing  his  interest  in shares
      held  by  the Campo Family LLC, of which he serves as a manager,
      and 2,577.93  shares,  representing the interest held by a trust
      for the benefit of his children,  of which he serves as trustee,
      in shares held  by the Campo Family LLC.
(3)   Includes  2,500 shares owned by Barbara  Casteix's  husband,  of
      which she disclaims beneficial ownership.
(4)   Includes 26,800  shares  held  by  a family corporation of which
      David Ducote serves as President.
(5)   This person resigned as an executive  officer and/or director of
      the Company at or prior to the end of the 1997 fiscal year.
(6)   Includes  45,000  shares that such persons  have  the  right  to
      acquire  through  the   exercise   of  stock  options  that  are
      exercisable within 60 days.
(7)   Calculated  on  the  basis of 5,766,906  shares  outstanding  at
      November 28, 1997 and  45,000  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 28, 1997.  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)     5.93%  
  214 Monsanto                                   
  Luling, LA 70070                               
             
Dimensional Fund Advisors, Inc..                    314,800(2)        5.46%    
  1299 Ocean Avenue, 11th Fl.             
  Santa Monica, CA  90401      
  
__________

(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)   Held  as of December 31, 1996in  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 Tony
Campo, late 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  Tony Campo entered into
certain  agreements  pursuant  to  which  (i)  Tony  Campo   cancelled
$4,676,520  of  Company indebtedness to him, (ii) the Company redeemed
all of Tony Campo's stock in the Company for its $5,611,144 promissory
note (the "Note")  and (iii) 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.  On April 29, 1994, the Company  paid  $2,769,678 to Tony Campo
with proceeds from the Company's secondary offering  to  pay  off  the
remaining balance of the Note, and upon Tony Campo's death in December
1996,  all further obligations of the Company under the agreement were
extinquished.

      The  Company  leases  one store from the Campo Family LLC and it
subleases  one  store from Campo  Appliance  Co.  of  Clearview,  Inc.
("Clearview"), a corporation wholly-owned by Tony Campo's estate.  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  1997,  the Company
paid  aggregate  rental  payments  under  this  lease and sublease  of
approximately $173,000.

      Barbara Casteix is the managing partner of  Barrios, Kingsdorf &
Casteix, which serves as general counsel to the Company.   The Company
paid  $142,000  during  fiscal  1997  to  this firm for legal services
rendered.




                                       PART IV

ITEM 14.    EXHIBITS,  FINANCIAL STATEMENT SCHEDULES  AND  REPORTS  ON
            FORM 8-K

            2.    Financial Statement Schedules

                All schedules have been omitted because they are not
                applicable  or  not  required,  or  the  information
                appears   in   the  financial  statements  or  notes
                thereto.

            3.    Exhibits

            3.1   Amended and Restated  Articles  of  Incorporation of
                  the Company(1), as amended by Articles  of Amendment
                  dated January 3, 1995.(2)

            3.2   Composite  By-laws of the Company, as of October  4,
                  1996.(3)

            10.1  Master Lease  of 2201 S. Claiborne Avenue, 110 Terry
                  Parkway and 800  Distributors Row dated as of August
                  1, 1991 by and between  Anthony  J.  Campo and Giant
                  TC,  Inc.,  as  terminated  with  respect  to  Terry
                  Parkway by Partial Termination of Master Lease dated
                  as  of  December 30, 1992 by and between Anthony  J.
                  Campo and Giant TC, Inc.(1)

            10.2  Lease of  5015  Bloomfield  dated March 15, 1977, by
                  and  between  Elmwood  Development   Co.  and  Campo
                  Appliance  Co.  of  Clearview,  Inc., as amended  by
                  Supplemental and Amended Lease Agreement dated 1977,
                  together with Sublease of 5015 Bloomfield  dated  as
                  of August 1, 1991 by and between Campo Appliance Co.
                  of Clearview, Inc. and Giant TC, Inc.(1)

            10.3  Non-Competition Agreement dated September 1, 1991 by
                  and between Giant TC, Inc. and Anthony J. Campo.(1)

            10.4  Personal  Services  Contract dated September 1, 1991
                  by  and  between  Giant  TC,  Inc.  and  Anthony  J.
                  Campo.(1)

            10.5  Amendment   and   Restatement   of   Non-Competition
                  Agreement and Personal  Services Contract dated June
                  29, 1992 by and between Anthony  J.  Campo and Giant
                  TC, Inc.(1)

            10.6  Credit Card Program Agreement dated as  of  May  29,
                  1992  by  and  between  Giant  TC, Inc. and Monogram
                  Credit  Card  Bank  of  Georgia(1),  as  amended  by
                  Amendment to Credit Card  Program Agreement dated as
                  of May 29, 1992 by and between  Monogram Credit Card
                  Bank  of  Georgia and Campo Electronics,  Appliances
                  and Computers, Inc. (formerly Giant TC, Inc.), dated
                  October 29, 1993.(4)

            10.7  Giant TC, Inc.  1992  Stock  Incentive  Plan(1),  as
                  amended  by  Amendment  No.  1 to Campo Electronics,
                  Appliances and Computers, Inc.  1992 Stock Incentive
                  Plan  dated  October  13,  1993(5),  as  amended  by
                  Amendment No. 2 to Campo Electronics, Appliances and
                  Computers, Inc. 1992 Stock Incentive Plan  dated May
                  20,  1994(6), as amended by Amendment No. 3 and  the
                  Amended  and  Restated Campo Electronics, Appliances
                  and Computers,  Inc. 1992 Stock Incentive Plan dated
                  December  7,  1994(2),  as  amended  by  the  Second
                  Amended and Restated  Campo  Electronics, Appliances
                  and Computers, Inc. 1992 Stock  Incentive Plan dated
                  January 12, 1996,(7) as amended by  Amendment  No. 1
                  thereto dated October 4, 1996,(3) as further amended
                  and  restated by the Third Amended and Restated 1992
                  Stock Incentive Plan dated August 8, 1997.

            10.8  Form of Indemnity Agreement by and between Giant TC,
                  Inc. and  each of Anthony P. Campo, Joseph E. Campo,
                  Barbara Treuting  Casteix,  L. Ronald Forman, Donald
                  T.  Bollinger,  Anthony J. Correro,  III,  David  L.
                  Ducote, William E.  Wulfers,  Michael  G. Ware, John
                  Watson and Malcolm Ballinger.(1)

            10.9  Employment  Agreement  dated  June 29, 1992  by  and
                  between Giant TC, Inc. and Anthony  P.  Campo  ,  as
                  amended  December  30,  1992(1)  as  terminated  and
                  replaced  by Employment Agreement dated December 16,
                  1993 by and  between  Campo  Electronics, Appliances
                  and  Computers,  Inc. and Anthony  P.  Campo(5),  as
                  amended  by the Amendment  to  Employment  Agreement
                  dated  May   16,   1996,(7)  as  terminated  by  the
                  Severance Agreement  and  Personal Services Contract
                  and  Non-Competition  Agreement   dated   March  19,
                  1997.(8)

            10.10 Employment  Agreement  dated  June  29, 1992 by  and
                  between Giant TC, Inc. and Donald E.  Galloway(1) as
                  terminated  and  replaced  by  Employment  Agreement
                  dated   December  16,  1993  by  and  between  Campo
                  Electronics,  Appliances  and  Computers,  Inc.  and
                  Donald  E.  Galloway(5), as amended by the Amendment
                  to Employment  Agreement  dated  May  16,  1996,  as
                  terminated   by  letter  agreement  dated  July  12,
                  1996.(7)

            10.11 Acquisition and  Interim  Servicing Agreement  dated
                  November  22,  1993 by and between  Monogram  Credit
                  Card Bank of Georgia  Item 14 and Campo Electronics,
                  Appliances and Computers, Inc.(4)

            10.12 Loan Agreement dated August  30, 1995 by and between
                  Hibernia   National  Bank  and  Campo   Electronics,
                  Appliances and Computers, Inc.(9), as amended by the
                  First Amendment  to  Loan Agreement as of August 30,
                  1995 by and between Hibernia National Bank and Campo
                  Electronics, Appliances  and  Computers, Inc.(3), as
                  amended by the Second Amendment  to  Loan  Agreement
                  dated  May 31, 1996 by and between Hibernia National
                  Bank   and   Campo   Electronics,   Appliances   and
                  Computers,   Inc.(10),   as  amended  by  the  Third
                  Amendment to Loan Agreement  dated  December 1, 1996
                  by  and  between  Hibernia National Bank  and  Campo
                  Electronics,  Appliances  and  Computers,  Inc.,  as
                  amended by Amendment to Loan Agreement dated June 25, 
                  1997.

            10.13 Loan Agreement  dated August 30, 1995 by and between
                  Met Life Capital  Corporation and Campo Electronics,
                  Appliances and Computers, Inc.(9)

            10.14 Sale Agreement dated  August 30, 1995 by and between
                  Federal  Warranty  Service   Corporation  and  Campo
                  Electronics, Appliances and Computers, Inc.(9)

            10.15 Change of Control Agreement dated  as  of August 29,
                  1996  by  and  between Campo Electronics, Appliances
                  and Computers, Inc. and Anthony P. Campo.(7)

            10.16 Campo Electronics,  Appliances  and  Computers, Inc.
                  Severance Pay Plan dated as of August 29, 1996.(7)

            10.17 Employment Agreement, dated March 21,  1997,  by and
                  between  the  Company  and  Rex  O.  Corley, Jr., as
                  terminated  by  Severance Agreement dated  June  19,
                  1997.(8)

            10.18 Employment Agreement,  dated  March 21, 1997, by and
                  between the Company and Charles  S.  Gibson, Jr., as
                  amended  on  June  24,  1997,(8) as terminated  upon
                  resignation of the officer.

            10.19 Employment Agreement, dated  March  21, 1997, by and
                  between the Company and Wayne J. Usie, as amended on
                  June 24, 1997,(8) as terminated upon  resignation of
                  the officer.

            10.20 Employment Agreement, dated April 14, 1997,  by  and
                  between   the   Company  and  John  K.  Ross,(8)  as
                  terminated upon resignation of the officer.

            10.21 Employment Agreement,  dated  April 23, 1997, by and
                  between  the  Company  and  James B.  Warren,(8)  as
                  terminated upon resignation of the officer.

            10.22 Employment Agreement, dated June  15,  1997,  by and
                  between the Company and William E. Wulfers.(8)

            10.23 Consultation Agreement, dated April 17, 1997, by and
                  between  the  Company  and York Management Services,
                  Inc.

            23    Consent of Coopers & Lybrand L.L.P.

            27    Financial Data Schedule
__________

(1)   Incorporated  by  reference  from  the  Company's   Registration
      Statement on Form S-1 (Registration No. 33-56796) filed with the
      Commission on January 6, 1993.
(2)   Incorporated by reference from the Company's Quarterly Report on
      Form 10-Q for the fiscal quarter ended February 28, 1995.
(3)   Incorporated by reference from the Company's Quarterly Report on
      Form 10-Q for the fiscal quarter ended November 30, 1996.
(4)   Incorporated  by  reference from the Company's Annual Report  on
      Form 10-K for the fiscal year ended August 31, 1993.
(5)   Incorporated  by  reference   from  the  Company's  Registration
      Statement on Form S-1 (Registration No. 33-76184) filed with the
      Commission on March 8, 1994.
(6)   Incorporated by reference from  the  Company's  Annual Report on
      Form 10-K for the fiscal year ended August 31, 1994.
(7)   Incorporated  by reference from the Company's Annual  Report  on
      Form 10-K for the fiscal year ended August 31, 1996.
(8)   Incorporated by reference from the Company's Quarterly Report on
      Form 10-Q for the fiscal quarter ended May 31, 1997.
(9)   Incorporated by  reference  from  the Company's Annual Report on
      Form 10-K for the fiscal year ended August 31, 1995.
(10)  Incorporated by reference from the Company's Quarterly Report on
      Form 10-Q for the fiscal quarter ended May 31, 1996.

                                 ____________________



   

b)          Reports on Form 8-K

        A Current Report on Form 8-K  was filed on June 4, 1997 to
        report the Company's filing of  a  voluntary  petition  to
        reorganize  under  Chapter  11  of  the Federal Bankruptcy
        Code.

(c)         Exhibits

        All exhibits required by Item 601 of  Regulation  S-K have
        been filed.

(d)         Financial Statement Schedules

        All  schedules  have  been  omitted  because  they are not
        applicable or not required, or the information  appears in
        the financial statements or notes thereto.




                                      SIGNATURES


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

                                By:         /s/  WILLIAM  E. WULFERS
                                                William E. Wulfers
                                                President   and  Chief
                                                Executive Officer


Dated:November 19, 1997

      Pursuant to the requirements of the Securities Exchange  Act  of
1934,  this  report  has been signed below by the following persons on
behalf of the Registrant  and  in the capacities indicated on November
19, 1997.




/s/ WILLIAM E. WULFERS         President and Chief Executive
William E. Wulfers                        Officer
            
/s/ MICHAEL G. WARE            Sr. Vice President, Chief
Michael G. Ware                Financial Officer and Secretary
                               (Principal Financial and Accounting Officer)
            
/s/ ANTHONY P. CAMPO                    Director
Anthony P. Campo
 
                                        Director
Joseph E. Campo

/s/ BARBARA TREUTING CASTEIX            Director
Barbara Treuting Casteix
            
/s/ L. RONALD FORMAN                    Director
L. Ronald Forman

/s/ DAVID L. DUCOTE                     Director
David L. Ducote

/s/ DONALD T. BOLLINGER                 Director
Donald T. Bollinger

/s/ ANTHONY J. CORRERO, III             Director
Anthony J. Correro, III










                        EXHIBIT INDEX


                        Exhibits                            Page No.
             
3.1   Amended  and  Restated  Articles  of  Incorporation  of  the
      Company(1),  as  amended  by  Articles  of  Amendment  dated
      January 3, 1995.(2)
    
3.2   Composite By-laws of the Company, as of October 4, 1996.(3)

10.1  Master  Lease of 2201 S. Claiborne Avenue, 110 Terry Parkway
      and 800 Distributors  Row  dated as of August 1, 1991 by and
      between Anthony J. Campo and  Giant  TC, Inc., as terminated
      with  respect  to  Terry Parkway by Partial  Termination  of
      Master Lease dated as  of  December  30, 1992 by and between
      Anthony J. Campo and Giant TC, Inc.(1)
     
10.2  Lease  of  5015  Bloomfield  dated  March  15,  1977, by and
      between Elmwood Development Co. and Campo Appliance  Co.  of
      Clearview,  Inc.,  as  amended  by  Supplemental and Amended
      Lease Agreement dated 1977, together  with  Sublease of 5015
      Bloomfield dated as of August 1, 1991 by and  between  Campo
      Appliance Co. of Clearview, Inc. and Giant TC, Inc.(1)
      
10.3  Non-Competition  Agreement  dated  September  1, 1991 by and
      between Giant TC, Inc. and Anthony J. Campo.(1)
      
10.4  Personal  Services  Contract  dated September 1, 1991 by and
      between Giant TC, Inc. and Anthony J. Campo.(1)
     
10.5  Amendment and Restatement of Non-Competition  Agreement  and
      Personal  Services  Contract  dated  June  29,  1992  by and
      between Anthony J. Campo and Giant TC, Inc.(1)
     
10.6  Credit  Card  Program  Agreement dated as of May 29, 1992 by
      and between Giant TC, Inc.  and Monogram Credit Card Bank of
      Georgia(1), as amended by Amendment  to  Credit Card Program
      Agreement dated as of May 29, 1992 by and  between  Monogram
      Credit   Card   Bank   of  Georgia  and  Campo  Electronics,
      Appliances and Computers,  Inc.  (formerly  Giant TC, Inc.),
      dated October 29, 1993.(4)
     
10.7  Giant  TC,  Inc. 1992 Stock Incentive Plan(1), as amended by
      Amendment  No.   1  to  Campo  Electronics,  Appliances  and
      Computers, Inc. 1992  Stock Incentive Plan dated October 13,
      1993(5), as amended by Amendment No. 2 to Campo Electronics,
      Appliances and Computers,  Inc.  1992  Stock  Incentive Plan
      dated May 20, 1994(6), as amended by Amendment No. 3 and the
      Amended  and  Restated  Campo  Electronics,  Appliances  and
      Computers, Inc. 1992 Stock Incentive Plan dated  December 7,
      1994(2), as amended by the Second Amended and Restated Campo
      Electronics,  Appliances  and  Computers,  Inc.  1992  Stock
      Incentive  Plan  dated  January  12,  1996,(7) as amended by
      Amendment No. 1 thereto dated October 4, 1996,(3) as further
      amended and restated by the Third Amended  and Restated 1992
      Stock Incentive Plan dated August 8, 1997.
    
10.8  Form  of  Indemnity  Agreement by and between Giant TC, Inc.
      and  each of Anthony P.  Campo,  Joseph  E.  Campo,  Barbara
      Treuting  Casteix,  L.  Ronald  Forman, Donald T. Bollinger,
      Anthony  J.  Correro,  III,  David  L.  Ducote,  William  E.
      Wulfers,   Michael   G.  Ware,  John  Watson   and   Malcolm
      Ballinger.(1)
     
10.9  Employment  Agreement  dated  June  29,  1992 by and between
      Giant  TC,  Inc. and Anthony P. Campo , as amended  December
      30,  1992(1)  as   terminated  and  replaced  by  Employment
      Agreement dated December  16,  1993  by  and  between  Campo
      Electronics,  Appliances and Computers, Inc. and Anthony  P.
      Campo(5),  as  amended   by   the  Amendment  to  Employment
      Agreement  dated  May  16, 1996,(7)  as  terminated  by  the
      Severance Agreement and  Personal Services Contract and Non-
      Competition Agreement dated March 19, 1997.(8)
      
10.10 Employment Agreement dated  June  29,  1992  by  and between
      Giant  TC, Inc. and Donald E. Galloway(1) as terminated  and
      replaced  by Employment Agreement dated December 16, 1993 by
      and between  Campo  Electronics,  Appliances  and Computers,
      Inc. and Donald E. Galloway(5), as amended by the  Amendment
      to Employment Agreement dated May 16, 1996, as terminated by
      letter agreement dated July 12, 1996.(7)
      
10.11 Acquisition  and Interim Servicing Agreement  dated November
      22, 1993 by and between Monogram Credit Card Bank of Georgia
      Item 14 and Campo  Electronics,  Appliances  and  Computers,
      Inc.(4)
     
10.12 Loan Agreement dated August 30, 1995 by and between Hibernia
      National   Bank   and   Campo  Electronics,  Appliances  and
      Computers, Inc.(9), as amended  by  the  First  Amendment to
      Loan Agreement as of August 30, 1995 by and between Hibernia
      National   Bank   and   Campo  Electronics,  Appliances  and
      Computers, Inc.(3), as amended  by  the  Second Amendment to
      Loan  Agreement  dated May 31, 1996 by and between  Hibernia
      National  Bank  and   Campo   Electronics,   Appliances  and
      Computers,  Inc.(10),  as amended by the Third Amendment  to
      Loan  Agreement  dated  December  1,  1996  by  and  between
      Hibernia National Bank and Campo Electronics, Appliances and
      Computers,  Inc.,  as amended by Amendment to Loan Agreement
      dated June 25, 1997.
     
10.13 Loan Agreement dated August 30, 1995 by and between Met Life
      Capital Corporation and Campo  Electronics,  Appliances  and
      Computers, Inc.(9)
      
10.14 Sale  Agreement dated August 30, 1995 by and between Federal
      Warranty   Service   Corporation   and   Campo  Electronics,
      Appliances and Computers, Inc.(9)
     
10.15 Change  of  Control Agreement dated as of August 29, 1996 by
      and between Campo  Electronics,  Appliances  and  Computers,
      Inc. and Anthony P. Campo.(7)
     
10.16 Campo  Electronics, Appliances and Computers, Inc. Severance
      Pay Plan dated as of August 29, 1996.(7)
    
10.17 Employment  Agreement,  dated March 21, 1997, by and between
      the  Company  and  Rex  O. Corley,  Jr.,  as  terminated  by
      Severance Agreement dated June 19, 1997.(8)
     
10.18 Employment Agreement, dated  March  21, 1997, by and between
      the Company and Charles S. Gibson, Jr.,  as  amended on June
      24, 1997,(8) as terminated upon resignation of the officer.
     
10.19 Employment Agreement, dated March 21, 1997, by  and  between
      the  Company  and  Wayne  J.  Usie,  as  amended on June 24,
      1997,(8) as terminated upon resignation of the officer.
     
10.20 Employment Agreement, dated April 14, 1997,  by  and between
      the   Company  and  John  K.  Ross,(8)  as  terminated  upon
      resignation of the officer.
     
10.21 Employment  Agreement,  dated April 23, 1997, by and between
      the  Company  and James B.  Warren,(8)  as  terminated  upon
      resignation of the officer.
     
10.22 Employment Agreement,  dated  June  15, 1997, by and between
      the Company and William E. Wulfers.(8)
     
10.23 Consultation Agreement, dated April 17, 1997, by and between
      the Company and York Management Services, Inc.
             
23    Consent of Coopers & Lybrand L.L.P.

27    Financial Data Schedule
            
            
__________

(1)   Incorporated   by  reference  from  the  Company's  Registration
      Statement on Form S-1 (Registration No. 33-56796) filed with the
      Commission on January 6, 1993.
(2)   Incorporated by reference from the Company's Quarterly Report on
      Form 10-Q for the fiscal quarter ended February 28, 1995.
(3)   Incorporated by reference from the Company's Quarterly Report on
      Form 10-Q for the fiscal quarter ended November 30, 1996.
(4)   Incorporated by  reference  from  the Company's Annual Report on
      Form 10-K for the fiscal year ended August 31, 1993.
(5)   Incorporated  by  reference  from  the   Company's  Registration
      Statement on Form S-1 (Registration No. 33-76184) filed with the
      Commission on March 8, 1994.
(6)   Incorporated by reference from the Company's  Annual  Report  on
      Form 10-K for the fiscal year ended August 31, 1994.
(7)   Incorporated  by  reference  from the Company's Annual Report on
      Form 10-K for the fiscal year ended August 31, 1996.
(8)   Incorporated by reference from the Company's Quarterly Report on
      Form 10-Q for the fiscal quarter ended May 31, 1997.
(9)   Incorporated by reference from  the  Company's  Annual Report on
      Form 10-K for the fiscal year ended August 31, 1995.
(10)  Incorporated by reference from the Company's Quarterly Report on
      Form 10-Q for the fiscal quarter ended May 31, 1996.