SECURITIES AND EXCHANGE COMMISSION

                                 Washington, D.C.  20549

_______________________________________________________________________________
                                     FORM 10-K/A
(mark one)

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


                        For the fiscal year ended August 31, 1996

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

                                   ____________________

                             Commission file number:  0-21192
                                   ____________________

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

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

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

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

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

                                           None

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

                               Common Stock, $.10 par value

                                     (Title of class)

                                   ____________________

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

                                  Yes    X     No ______

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

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

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

                           DOCUMENTS INCORPORATED BY REFERENCE



      Portions of  the  Registrant's  definitive proxy statement to be used in
connection with the 1996 Annual Meeting  of  Shareholders will be, upon filing
of such proxy statement with the Commission, incorporated  by  reference  into
Part III of this Form 10-K.


                                   PART II


ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
            RESULTS OF OPERATIONS

      The following should be read in conjunction with the "Selected Financial
and Operating Data" and the notes thereto  and  the  financial  statements and
notes thereto of the Company appearing elsewhere herein.

Fiscal 1996 Overview

      Although  net  sales  during  fiscal 1996 showed a slight increase  over
fiscal 1995 levels, the Company experienced comparable store sales declines of
13.6% during fiscal 1996 as compared  to  fiscal 1995, continuing a trend that
began in the third quarter of fiscal 1995.   The  decline  in comparable store
sales  reflects  the  combined  impact of the general weakness in  the  retail
consumer electronics industry, increased  competition in many of the Company's
principal markets, a slowdown in the development  of  new products in consumer
electronic  categories  and  reduced  spending  levels of consumers  for  non-
essential goods due to record high debt levels.   The  small  increase  in net
sales  realized  in  1996  as  compared  to  1995  was  primarily  due  to the
annualization  of  sales  from the 14 stores opened during fiscal 1995 and the
accelerated  recognition of  extended  warranty  contracts  revenue  discussed
below.

      The relatively  soft  level  of  consumer  demand  within  the  consumer
electronics  and  appliance  industry  has  created  a  highly competitive and
promotional  climate, which, in turn, has inhibited the Company's  ability  to
improve its gross  profit  margins.   Although  gross  profit  for fiscal 1996
improved slightly as a percentage of net sales, this improvement was primarily
due  to  the  impact of a full year's effect of the accelerated recognition of  
extended  warranty  contracts  revenues  due  to  the  Company's sale  of  all
extended warranty contracts sold by  it to customers after July 31, 1995 to an
unaffiliated  third  party.  In addition to the soft level of consumer demand, 
another  factor  impeding  the  Company's ability to improve  its  margins  in 
fiscal 1996 was a change in vendor incentives, with vendors generally offering  
lower  levels  of  rebates,  although  much  of  the  decline  was  offset  by 
lower inventory  prices as vendors offered alternative incentives enabling the 
Company to acquire inventory at a lower cost.

      Campo did not open any new stores in fiscal 1996, as it sought to absorb
the impact of the recent  expansion  and strengthen its infrastructure in this
difficult retail environment, and there  are  no  store  openings  planned for
fiscal  1997.   As  discussed  in  "Business," in fiscal 1996 the Company  did
initiate  several  measures  designed  to   restore  profitability,  including
measures to improve customer service, streamline store sales processes, reduce
administrative  overhead  and other costs and improve  efficiencies.   Because
these measures were implemented during the fourth quarter of fiscal 1996, they
did  not  have a material impact  on  that  fiscal  year's  results;  however,
management is satisfied that these measures will have a positive impact on the
Company's future  performance.  During  fiscal  1997,  the  Company expects to
implement additional measures to upgrade and improve its operational  systems,
maximize  operational  efficiencies  at  the  existing  Campo  Concept stores,
strengthen  existing  local  market  shares through aggressive marketing,  and
improve overall retail execution.  At August 31, 1996, the Company operated 31
stores in 21 markets in Louisiana, Mississippi,  Alabama,  Tennessee,  Florida
and Northeast Texas.  See "Liquidity."

      In addition to focusing on opportunities to improve gross margin,  Campo
has  implemented  a number of changes to reduce its variable expense structure
in line with declining  sales  revenues.  The Company has examined closely its
operations at all levels to identify  opportunities  for  expense reduction or
revenue growth.  The Company has streamlined its corporate  structure in light
of  current  business  conditions  through  staff reductions in administrative
positions, and has centralized its non-inventory  purchasing  functions,  thus
enabling  the  Company  to  increase  savings  by volume purchases.  Campo has
reduced telecommunication costs by renegotiating  existing service agreements.
In order to compensate for increasing paper costs, the Company has reduced the
number  of  pages  and  frequency  of  its  advertising tabloids.   Campo  has
outsourced functions that can be handled by a  third  party  more efficiently,
such  as  facilities  management  and extended warranty claims administration.
Campo is also evaluating opportunities  to  improve  efficiencies  within  its
distribution  operations through system enhancements and process reengineering
which are expected to improve inventory accuracy, enable the Company to reduce
inventory levels and eliminate redundant handling and transportation.

Fiscal 1995 Accounting Change

      Following  completion  of  a  comprehensive review of its accounting for
recognition of revenue and related expense on its extended warranty contracts,
and  after  discussion  with its independent  accountants,  during  the  third
quarter of fiscal 1995, the  Company changed its method of recognizing revenue
and related direct expense with  respect  to  its  extended warranty contracts
from a historical expenses incurred method to a straight-line method.

      The  method  of  application  of the Company's prior  accounting  policy
accelerated recognition of income which  was  not  material  and the effect of
which has been included in the effect of the change in accounting.   The  one-
time  charge  of  $1.9 million (after reduction for income taxes), recorded as
the cumulative effect  of  the  change  in  accounting principle, reflects the
difference between the total amount of revenues  recognized  (less  all direct
expenses  recognized and such excess of other expenses) in prior fiscal  years
under the prior  method  as it was actually applied and the amount of revenues
less direct expenses that  would  have  been  recognized in prior fiscal years
using the straight-line method.  Previously reported  quarterly 1995 financial
statements have been restated to reduce certain reported warranty revenues and
expenses  to  reflect the September 1, 1994 effectiveness  of  the  accounting
change.   For further  information,  see  Notes  1  and  2  to  the  financial
statements.

      The cumulative  effect  of the accounting change was to defer previously
recognized net revenues on existing  contracts   and  recognize  the remaining
deferred  balance  over the remaining terms of the respective contracts  on  a
straight-line basis.   The  change  to the straight-line method will generally
result in lower revenue recognition during  the early years of a contract than
did the prior accelerated method.  For further discussions on future impact of
the accounting change, see "Sale of Extended Warranty Service Contracts".

Sale of Extended Warranty Service Contracts

      Effective August 1, 1995, the Company agreed to sell  to an unaffiliated
third  party  all  extended warranty service contracts  sold  by  the  Company
subsequent to July 31, 1995.  The Company records the sale of these contracts,
net of any related sales  commissions and the fees paid to the third party, as
a component of net sales.   Although  the  Company  sells these contracts at a
discount, the amount of the discount approximates the  cost  the Company would
incur  to  service  these  contracts,  while transferring full obligation  for
future services to a third party .


Results of Operations

      The following table sets forth, for  the periods indicated, the relative
percentages that certain income and expense items bear to net sales:

                                                 Fiscal years ended August 31,
                                                 -----------------------------
                                                 1996        1995        1994
                                                 ----        ----        ---- 
Net sales                                        100.0%      100.0%      100.0%
Cost of sales                                     78.7        79.0        76.0
Gross profit                                      21.3        21.0        24.0
Selling, general and administrative expenses      21.1        21.1        20.7
Professional services                              0.3        ----        ----
Severance costs                                    0.1        ----        ----
Merger costs                                      ----        0.1         ----
                                                 _____       _____        ____
Operating income (loss)                          (0.2)       (0.2)         3.3
Other income (expense)                           (0.5)       (0.3)         0.1
                                                 _____       _____        ____
Income (loss) before income taxes and
  cumulative effect of change in                                
  accounting principle                           (0.7)       (0.5)         3.4
Income tax expense (benefit)                     (0.2)       (0.1)         1.3
                                                 _____       _____        ____
Income (loss) before cumulative effect
  of change in accounting principle              (0.5)       (0.4)         2.1
Cumulative  effect of change in                  
accounting principle                              ----       (0.6)        ----
                                                 _____       _____        ____
Net income (loss)                                (0.5)       (1.0)         2.1
Pro forma adjustments:
   Retroactive application of the                        
    straight-line method                          ----       ----          0.2
   Cumulative effect of change in          
    accounting principle                          ----       (0.6)        ----
                                                 _____       _____        ____
Reported pro forma net income (loss)             (0.5)%      (0.4)%        1.9%
                                                 =====      ======        ====

Comparison of Fiscal Years Ended August 31, 1996, 1995, and 1994

Net Sales

      Net sales were $295.0 million, $294.6 million and $194.6 million for the
fiscal years ended  August 31, 1996, 1995 and 1994, respectively, representing
increases of 0.1% and  51.4%  in  fiscal  1996  and  1995, respectively.  In a
period of declining comparable store sales, net sales  increased  slightly  in
fiscal  1996  primarily  due  to the annualization of sales from the 14 stores
opened  during  fiscal  1995  and  the  impact  of a full year's effect of the 
accelerated recognition of extended warranty contracts revenue discussed below.
Net sales increased in 1995 primarily because  of the addition of 14 new Campo 
Concept stores, nine of which represented expansions  into new markets.  Other 
factors  contributing  to  the increase  in 1995 included the  growth  of  the  
Company's private label credit card and guaranteed next-day  delivery programs  
and increased sales of computers and home-office products.

      Comparable  store  sales  decreased by 13.6% in fiscal 1996, compared to
increases  of  5.1% and 28.5% in fiscal  1995  and  1994,  respectively.   The
decrease in comparable  store  sales  and  reduction in increases from 1994 to
1995 were primarily due to increased competition  in  those  existing  markets
containing the Company's comparable retail stores and poor economic conditions
affecting the retail industry in general.  Another factor contributing to  the
decline  in  comparable  store  sales is the comparison of sales of new stores
opened just over a year to strong  sales  activity in the period following the
grand opening of such stores, which benefited  from  sales momentum created by
grand opening promotions.  Beginning in fiscal 1995, the  Company  changed its
method of calculating its comparable store sales to use same store format  and
retail  sales  only and to begin comparisons in the store's fifteenth month of
operations.  If  the  new calculation had been used in fiscal 1994, comparable
store sales would have  increased  by  22.4%  over  comparable  store sales in
fiscal 1993.

      Extended  warranty  revenue  recognized  under the straight-line  method
(applicable to those extended warranty contracts sold prior to August 1, 1995)
was $8.4 million, $10.1 million and $9.3 million  for  the  years ended August
31, 1996, 1995 and 1994, respectively.  Extended warranty expenses  for  these
same  periods  were $5.3 million, $5.0 million and $3.2 million, respectively,
before any allocation  of  other selling, general and administrative expenses.
Since August 1, 1995, the Company  has sold to an unaffiliated third party all
extended warranty service contracts  sold  by  the Company to customers on and
after such date.  The Company records the sale of  these contracts, net of any
related sales commissions and the fees paid to the third party, as a component
of  net  sales  and  immediately  recognizes revenue upon  the  sale  of  such
contracts.  Although the Company sells  these  contracts  at  a  discount, the
amount  of  the  discount  approximates  the  cost the Company would incur  to
service these contracts, while transferring the  full  obligation  for  future
services to a third party.  Net revenue from extended warranty contracts  sold
to the third party for the entire 1996 fiscal year and the one month of fiscal
1995  that  such  contracts  have  been  sold  was  $9.4 million and $927,000,
respectively.   For  further  discussions  on extended warranty  revenue,  see
"Fiscal  1995  Accounting  Change"  and  "Sale  of  Extended  Warranty Service 
Contracts".

Gross Profit

      Gross profit for fiscal 1996 was $62.8  million,  or 21.3%  of net sales
as  compared  to $61.8 million, or 21.0% of net sales, for  fiscal  1995,  and
$46.8 million,  or 24.0% of net sales, for fiscal 1994.  The slight percentage
increase in 1996  is  primarily  due  to  the  net  margin contribution of the
Company's  accelerated  recognition  of revenues from sales  of  its  extended
warranty contracts to an unaffiliated  third party, which was partially offset
by the negative impact of increased competition  and soft demand affecting the
retail  industry  generally.   The  percentage decrease  in  fiscal  1995  was
primarily driven by a combination of  the Company's change in accounting, soft
demand affecting the retail industry generally, increased competition (both in
number of competitors and corresponding  increased price competition), and the
effects of price promotions of the Company  principally  related to the 14 new
store  grand  openings  during  the  fiscal  year.  In addition,  the  Company
experienced a shift in product sales to the personal  computer and home office
categories,  which  are lower margin items.  The Company  also  experienced  a
change by vendors in  the  type  of incentive programs offered which, combined
with  a  decrease  in  the Company's inventory  purchases  from  vendors  with
substantial incentive programs,  resulted in a reduction in the Company's rate
of vendor rebates, although for fiscal 1996 much of this decline was offset by
lower inventory prices as vendors  offered alternative incentives enabling the
Company to acquire inventory at a lower cost.

Selling, General and Administrative Expenses

      Selling, general and administrative  expenses for fiscal 1996 were $62.2
million (before the consulting and severance  costs  discussed below) or 21.1%
of net sales as compared to $62.0 million, or 21.1% of  net  sales  for fiscal
1995  and  $40.4  million,  or  20.7%  of  net sales, for fiscal 1994.  Fiscal 
1996 selling, general and administrative expenses as  a  percentage  of  sales  
remained  consistent  with  fiscal  1995  primarily  due  to  an  increase  in 
promotional  and  other  fees  derived from the Company's private label credit 
card program which was offset by the effects of additional fixed costs related  
to  the Company's expansion  in  fiscal  1995 and  soft  retail sales on fixed 
cost  ratios  and  increased  advertising costs primarily due  to higher paper 
costs.  In  fiscal  1995   and  1994,  the  Company   benefited  from  certain 
increased efficiencies resulting from the Company's expansion,  as  net  sales  
grew  at  a  faster pace than related payroll and other expenses.  However, in 
1995   these   benefits  were  offset  by  additional   preopening  costs  and 
advertising expenses  related to promotional  efforts in new  markets as  well  
as  direct  marketing  efforts  associated  with  the 14 grand openings during 
fiscal 1995.  

      During fiscal  1996, the Company hired a consulting firm to evaluate and
refine its store line  operations.  Together, the Company's management and the
consulting firm established  and  implemented  the "Superior Customer Service"
strategy, which focuses on improving customer service  and  reducing  costs by
streamlining  store  operational  procedures.   The cost associated with these
consulting services of $879,000 were expensed during  fiscal  1996.   Also, in
July 1996, two of the Company's executives resigned from the Company to pursue
other   opportunities.    The   severance   packages   associated  with  these
resignations  of $340,000 were expensed in July 1996.  The  impacts  of  these
costs (net of tax)  on  net income per share of the Company for the year ended
August 31, 1996 were decreases of $0.10 and $0.04 per share, respectively.

Other Income (Expense)

      Interest expense increased by approximately $700,000 and $1.1 million in
fiscal years 1996 and 1995,  respectively.   The  increase  in fiscal 1996 was
primarily due to the Company using fixed and short-term borrowing arrangements
to  restructure  the debt incurred to fund the Company's expansion  in  fiscal
1995.  The increase  in  fiscal  1995  was  primarily due to the Company using
short-term borrowing arrangements to provide working capital and funds for the
significant expansion achieved in 1995.

Income Taxes

      The Company's effective income tax rate  was 35.2%, 19.7%, and 37.8% for
the  fiscal  years  ended  August  31,  1996,  1995  and  1994,  respectively.
The  effective  rate of  the income tax benefit for fiscal 1995 was negatively 
impacted by an adjustment to the cost basis of property and equipment.

Net Income

      During  fiscal  1995, the Company changed to a straight-line  method  of
recognizing extended warranty revenue.  The impact of this change was recorded
through a pro forma adjustment  in  fiscal 1994 and assumes application of the
straight-line method of accounting retroactive  to  September  1,  1992.   The
amount  shown in 1995 as "cumulative effect of change in accounting principle"
reflects  the  retroactive effect of applying the change on prior years (after
reduction for income taxes).

      Net loss for  fiscal  years  ending  August  31,  1996  and 1995, before
certain  non-recurring  charges  that  are described below, were approximately
$632,000 and $850,000, respectively.  Net  loss  for  each  of  these periods,
after the charges, were $1.4 million and $2.9 million, respectively.   The net
earnings  improvement  in 1996 was primarily due to the slight improvement  in
gross profit margin due  to  the  accelerated recognition of extended warranty
contract revenues partially offset  by  increased  interest  expense.   During
fiscal  1996,  the  Company  recorded certain non-recurring charges related to
consulting  fees  associated  with  reengineering  store-line  operations  and
severance costs, which aggregated  approximately $756,000 (after reduction for
income taxes).

      Net loss for fiscal 1995, before  certain non-recurring charges that are
described below, was approximately $850,000,  compared  to  reported pro forma
net income of $3.7 million for fiscal 1994.  Net loss for fiscal  1995,  after
the  charges,  was approximately $2.9 million.  The decrease in net income for
fiscal 1995 was  largely  due  to increased competition and other factors that
had  a  negative  impact  on gross profits.   See  "Fiscal 1996 Overview"  and 
"Gross Profit." During fiscal 1995, the Company recorded certain non-recurring 
charges related to merger costs  and  the  cumulative  effect  of  the  change 
in  accounting  principle,  which aggregated approximately $2.1 million (after  
reduction  for income taxes).

      Net loss  per  weighted  average  common  share in fiscal 1996 and 1995,
before the charges discussed above were $.11 and  $.15,  respectively; whereas
pro forma net income per share was $.81 in fiscal 1994.  Net loss per share in
fiscal  1996  and  1995, after the charges, were $.25 and $.53,  respectively.
Along with the increased  pressures  on  gross  margin  discussed  above,  the
increase  in weighted average shares outstanding from 4,590,391 in fiscal 1994
to 5,565,942  in  fiscal  1995  to  5,566,906  in  fiscal 1996 also negatively
impacted year over year comparisons of net income (loss) per share.

Comparable Store Sales

      Comparable store sales decreased by 13.6% in fiscal  1996,  compared  to
increases  of 5.1% and 28.5% in fiscal 1995 and 1994, respectively.  Except as
noted below,  the comparable store sales calculation is based on the change in
sales of each store  once  it has been opened for 12 months.  For fiscal 1994,
included in the comparable store  sales  calculation  are  certain  non-retail
sales,  which  consist  primarily  of direct sales, generally in bulk, by  the
Company to commercial buyers from its  headquarters.  If non-retail sales were
excluded, comparable store sales would have  increased  by  22.1%,  for fiscal
1994.   Beginning in fiscal 1995, comparable store sales are calculated  using
same store  format  and  retail  sales only and begin comparisons in a store's
fifteenth month of operation.  Included within the comparisons is data for new
Campo Concept stores opened to consolidate or replace older stores.  The total
selling square footage of the nine  replaced  stores  was approximately 80,000
square feet, while the total selling square footage of  the  six Campo Concept
stores  opened as replacements is approximately 76,104 square feet.   In  each
case, the  sales data from the newly-opened Campo Concept store is compared to
total sales  from  the  one or two stores replaced in its relevant market area
from date of opening.

      The following  table sets forth, for each of the four quarters of fiscal
1996, 1995 and 1994, the percentage change in comparable store sales.

                       1st     2nd     3rd     4th     Full
                     Quarter Quarter Quarter Quarter   Year
Fiscal 1996           (6.6%)  (12.8%) (10.1%) (20.6%) (13.6%)
Fiscal 1995           18.2%     9.0%  (10.7%)   6.9%    5.1%
Fiscal 1994           20.7%    42.7%   40.1%   16.5%   28.5%

      In  general,  comparable store sales can vary materially from quarter to
quarter based on changes  in  merchandise  mix  and  ongoing merchandising and
operational improvements.  In addition, comparable store  sales are materially
impacted  by  competition,  economic downturns or cyclical variations  in  the
consumer electronics and appliance industry.

Liquidity and Capital Resources

      Historically, the Company's  primary sources of liquidity have been from
cash  from operations, revolving lines  of  credit,  and  from  the  Company's
initial  and  secondary  public  offerings.   Net  cash  provided by operating
activities was $3.2 million in fiscal 1996, compared to $2.0  million  used in
operating activities in fiscal 1995 and $9.9 million provided in fiscal  1994.
The  increase in cash provided by operating activities in fiscal 1996 reflects
the decreases  in  inventory and receivable levels and an increase in earnings
as adjusted for non-cash charges.  Total assets at August 31, 1996 were $119.0
million, a decrease  of  $16.7  million  (12.3%)  from  August  31, 1995.  The
decrease  in  assets  includes decreases of $4.8 million in receivables,  $3.9
million in inventory, and $3.4 million in deferred income taxes.

      Long-term debt as  of  August  31, 1996 consisted of two term loans, one
with  three  banks  and  the other with a  financial  institution.   Under its 
original  terms,  the  term loan with  the  banks  accrued  interest,  payable  
quarterly, based on one of  the following, at the option of the borrower:  (i)
the  Prime  Rate, (ii)  LIBOR  plus 2.40%, or (iii)  the Commercial Paper Rate 
plus 2.50% with the balance of all  outstanding  principal  due and payable at 
maturity on August 31, 1998.  Outstanding amounts pursuant to  this  agreement  
are  collateralized  by  the Company's  real estate.   Effective June 1, 1996, 
the loan agreement with the banks was amended to provide that  the  term  loan  
and  the  line  of credit  discussed  below  bear  interest at the Prime Rate.  
The  outstanding principal balance and applicable interest  rate  on this term 
loan  as  of  August  31, 1996  were $15.7 million and 8.25% (the Prime Rate), 
respectively.

      The principal balance of the other  term loan, which was $4.2 million at
August 31, 1996, accrues interest, payable  monthly,  at  the  average  weekly
yield  of  30  Day Commercial paper plus 1.80% (7.19% at August 31, 1996) with
the balance of all outstanding principal due and payable at maturity on August
30, 2002.  Outstanding  amounts  pursuant to this agreement are collateralized
by the  furniture,  fixtures  and equipment of the  Company  at certain of its 
stores and warehouse leased facilities.

      As part of the loan agreement  with  the  banks  discussed  above, as of
August  31, 1996, the Company also has available to it a $10 million  line  of
credit.   This line of credit accrues interest at the same rate as that of the
bank term loan; however,interest is payable monthly.  As  of  August 31, 1996,  
the Company had no borrowings outstanding  on  the  line  of  credit.   During 
periods  of peak  purchasing, the  Company uses this line of credit to finance 
purchases.

      Both  of  these  loan  facilities contain certain restrictive  covenants
which require the Company to maintain  minimum  tangible net worth, as well as
maximum debt to tangible net worth and minimum fixed  charge  coverage ratios.
The  term  loan  with the banks also contains a provision which prohibits  the
Company from paying dividends on its common stock.  As of August 31, 1996, the
Company was not in  compliance  with certain of the covenants contained in the
bank  term loan and line of credit  facility,  but  the  Company  has  secured
waivers of these covenants from the banks.

      On  December 1, 1996, the term loan and line of credit facility with the
banks was amended  to (i) accelerate the maturity date on both facilities from
August 31, 1998 to September 1, 1997, (ii) decrease the amount available under
the line of credit to  $5 million from January 1, 1997 through maturity, (iii)
provide  waivers  of  the  Company's   noncompliance  with  certain  financial
covenants for August 31, 1996 and the first  quarter  of  fiscal 1997, suspend
certain  financial  covenants  through  maturity  and  amend  other  financial
covenants  to  be in line with the Company's fiscal 1997 budget and  (iv)  add
certain inventory  collateral  to  secure both facilities.  The Company paid a
small  fee  to secure the waivers and  also  agreed  to  an  increase  in  the
quarterly commitment  fee  payable  on unfunded  amounts under the line of
credit facility.  As a result of this amendment, it will  be necessary for the
Company to secure a replacement line of credit and term loan facility prior to
the end of fiscal 1997.

      As discussed in "Business," the Company has recently engaged a financial
consultant  to assist management in conducting a comprehensive review  of  the
Company's  operations   and  recommending  measures  that  could  improve  the
Company's performance.  The information to  be  obtained  from this  study  is
expected to help ensure that the Company will be in a position to  obtain  the
timely necessary replacement of the line  of  credit  and  term loan facility.
Management  believes that it will be able to timely replace this  facility  on  
terms that, in the aggregate,  would not be materially more onerous than those
contained in the current facility  and that the initiatives it implemented  in  
fiscal  1996, the recently begun comprehensive study of its operations and the 
amendment to the  credit  facility  should,  given  enough  time  to  be fully 
implemented, enable the Company to reduce its operating costs and become  more  
efficient  and  eventually  improve its financial  performance if  the overall
conditions  of  the  industry  stabilize.  However,  the  performance  of  the 
Company's retail industry sector has  been weak for a  considerable  period of 
time and  any continued  deterioration in  retail  industry  conditions  could
materially impair  the  Company's  ability to replace its bank credit facility
at levels necessary  to  sustain  the  Company's  current  level of operations
or at  the  current interest  rates  of  such  facilities.  In  addition,  the
possibility exists that fundamental changes to the  Company's operations could  
be   implemented  following   the  receipt  of  the  results  of  the  current
comprehensive  study,  and  no assurance  can be  given that the measures that
have  already  been  implemented  or any  measures  that  may  be  implemented 
following  the  current  study  will be effective in improving  the  Company's
performance.

      As  of August 31, 1996, the  Company  also  uses  several  "floor  plan"
finance  companies  to  finance  the  majority of its inventory purchases.  In
addition,  the Company finances some of its inventory  purchases through open-
account  arrangements with  various  vendors.  The  Company  has  an aggregate
borrowing limit  with the floor plan finance companies  of approximately  $123
million  with  outstanding  borrowings being  collateralized  with merchandise
inventory and vendor receivables.  Payment terms under these  agreements range 
from 50 to 120 days.  During the third quarter ended May 31, 1995, the Company 
negotiated  new  payment  terms  with  two  of  the  finance companies, making  
up the majority of the available borrowing limit, to allow the Company to make 
payments when  the  underlying  merchandise is sold.  The impact of the change
is  expected  to  more   closely  match  cash  requirements   with  associated
merchandise  transactions.  As  of  August 31, 1996,  the  Company was  not in
compliance with certain of  the  financial covenants  contained in  one of its 
floor plan financing agreements,  but the Company has secured waivers of these  
covenants  from  the  finance  company.  On  December  6,  1996,  the  Company  
agreed  to reduce its aggregate   borrowing limit under these  arrangements to
$105 million,  which management  believes is  more in line  with the Company's
needs at this time.

      Long-term   debt  also  consists  of  two  notes  payable  to  a  former
shareholder related  to  service contracts.  The outstanding principal balance
on these notes of $569,782  as  of  August  31, 1996 accrues interest, payable
monthly,  at  8.50%  with  the balance of all outstanding  principal  due  and
payable at maturity on August 31, 2001.

      Net cash used in financing  activities  was $2.0 million in fiscal 1996,
compared to $21.5 million provided by financing  activities in fiscal 1995 and
$254,000  used  in  fiscal  1994.   The primary use of  cash  in  fiscal  1996
consisted of principal payments on the term loans.  The primary source of cash
during  fiscal  1995  was  derived  from  short-term  borrowings,  which  were
refinanced in August 1995 through term loans  with three banks and a financial
institution.  The primary use of cash during fiscal  1994  was  related to the
repayment of debt associated with the credit card portfolio of a  retail chain
acquired by Campo during fiscal 1993, which was offset by the proceeds  of the
secondary offering.

      Capital expenditures of $949,000 were incurred in fiscal 1996 related to
equipment  purchases  and  leasehold improvements, and these expenditures were
funded with cash on hand and  cash  provided  by  operating  activities.   The
Company  incurred  capital  expenditures  of  $19.4  million  in  fiscal  1995
primarily  in  connection  with  the  opening of new Campo Concept stores, and
these  expenditures  were funded with cash  on  hand  as  well  as  short-term
borrowings.  During fiscal  1994, the Company used $15.2 million for purchases
of property and equipment relating to the opening of new Campo Concept stores,
for building and improvements  to  a  new  warehouse  and  for upgrades to the
Company's computer system.  The expenditures in fiscal 1994  were  funded with
cash  provided  by  operating  activities  and  the  proceeds of the Company's
initial and secondary public offerings.  There are no  store  openings planned
for fiscal 1997.

      In addition to its available line of credit discussed above, the Company
believes that its existing funds, its operating cash flows and  its vendor and
inventory  financing arrangements are sufficient to satisfy its expected  cash
requirements in fiscal 1997 and, assuming a replacement for the bank term loan
and line of  credit  facility  is  secured  by the end of fiscal 1997, for the
foreseeable future.

Seasonality

      Seasonality affects the Company's financial results as it does with most
retail  businesses.   Net sales and gross margin  on  a  quarterly  basis  are
impacted by fluctuations  in  the level of consumer purchases, seasonal demand
for certain product categories,  timing  of  Company  promotional programs and
fluctuations in manufacturer's rebate programs.  Net sales  tend to be highest
during  the  Company's second and fourth fiscal quarters. The second  quarter,
commencing December  1,  is favorably impacted by the Christmas selling season
and during the fourth quarter  the  Company  benefits  from the summer peak in
sales of room air conditioners and other refrigeration products.

      The Company's unaudited quarterly operating results  for each quarter of
fiscal 1996 and 1995 were as follows:

Fiscal 1996
(In thousands, except per share amounts)
                                           First     Second    Third    Fourth
                                          Quarter   Quarter   Quarter   Quarter
                                           Ended     Ended     Ended     Ended
                                          Nov. 30,  Feb. 28,  May 31,   Aug. 31,
                                          --------  --------  -------   --------
Net sales                                 $78,955   $89,865   $60,189   $65,958
Gross profit                               17,877    18,298    12,919    13,690
Net income (loss)                             275       468    (1,402)     (729)
Per Share Data:
   Net income (loss)                         0.05      0.08     (0.25)    (0.13)

Fiscal 1995
(In thousands, except per share amounts)
                                           First     Second    Third     Fourth
                                          Quarter   Quarter   Quarter   Quarter
                                           Ended     Ended     Ended     Ended
                                          Nov. 30,  Feb. 28,  May 31,   Aug. 31,
                                          --------  --------  -------   --------
Net sales                                 $61,602   $86,768   $64,283   $81,967
Gross profit                               14,979    17,269    14,951    14,578
Income  (loss)  before cumulative effect
  of change in accounting principle         1,407     1,031       (44)   (3,437)
Cumulative effect of change in 
  accounting principle                     (1,892)     ----     -----      ----
Net income (loss)                            (485)    1,031       (44)   (3,437)
Per Share Data:
  Income (loss) before  cumulative
     effect of change in
     accounting principle                    0.25      0.19     (0.01)    (0.62)
  Cumulative  effect of change in       
     accounting principle                   (0.34)     ----      ----      ----
  Net income (loss)                         (0.09)     0.19     (0.01)    (0.62)

      During  the  third  quarter  of  1995, the Company changed its method of
recognizing revenue and related direct expense  with  respect  to its extended
warranty contracts from a historical expenses incurred method to  a  straight-
line  method.   Also, the first and second quarters of 1995 have been restated
so that all 1995  quarters reflect the change in accounting principle with the
effect that net income  for  the quarters ended November 30, 1994 and February
28, 1995 was reduced by $135,886  and  $167,920,  respectively,  or  $0.03 per
share for each quarter, see "Fiscal 1995 Accounting Change".

Impact of Inflation

      In management's opinion, inflation has not had a material impact  on the
Company's  financial results for the past three years.  Technological advances
coupled with increased competition have caused prices on many of the Company's
products to decline.  Those products that have increased in price have in most
cases done so in proportion to current inflation rates.  Management  does  not  
anticipate  that  inflation  will  have a  material  impact  on  the Company's 
financial results in the future.

Impact of Accounting Standards

      For  fiscal  year  ending  August  31,  1997,  the  Company's  financial
statements will incorporate Statement of Financial Accounting Standards (SFAS)
No.  121,  "Accounting  for  the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of"  and SFAS No. 123, "Accounting for Stock-Based
Compensation".  Management expects  that the adoption of these statements will
not  have  a significant impact on the  results  of  operations  or  financial
condition of the Company.

                                        SIGNATURE

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


                                            CAMPO ELECTRONICS, APPLIANCES AND
                                               COMPUTERS, INC


Dated:  December 17, 1996                   By: /s/ WAYNE J. USIE
                                               _______________________________ 
                                                        Wayne J. Usie
                                                 Chief Financial Officer and
                                                          Secretary