The following items were the 
                                                subject of a Form 12b-25 and 
                                                are included herein: 1, 6, 7,  
                                                8, 14(a)(1), 14(a)(2) and 14(d)

                            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 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 31 stores in Louisiana, Mississippi,  Northeast Texas, Alabama, Tennessee
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.

   Recent Industry Conditions.   During  fiscal 1996, 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.

   Although  Campo, like many consumer electronics retailers,  has experienced
declining sales  in  all  of  its markets, it has been successful in capturing
market share in newly entered markets  while  maintaining and improving market
share  in  existing  markets.   Based on independent  studies, Campo is in the
top three in market share among  consumer  electronics and appliance retailers 
in  each of its 21 markets.  Independent research also indicates that Campo is 
viewed  as the "price leader" in the  majority of its  markets, and that Campo
has  achieved  "top  of  mind"  awareness  among  its consumers in each of its
markets.  The Company  believes  that  its  high profile Campo Concept stores,
which are strategically located in favorable markets, and its  high saturation
advertising  strategy,  have succeeded in maintaining the prominent profile of
the Campo name, thus enabling  the  Company  to  compete  in  this challenging
environment  and  positioning  the  Company,  from a marketing perpective,  to
capitalize on any favorable change in industry conditions.

   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 discussed below, 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, with the assistance of
an independent consultant, implemented several initiatives designed to improve
the Company's operations. Although management is satisfied that these measures
have begun and will continue  to have  a  positive  impact  on  the  Company's
performance, retail industry conditions have continued to deteriorate, leading
management to conclude that a comprehensive review of the Company's operations 
was  appropriate.  Management  has  recently  engaged an independent financial
consultant to assist it in evaluating the entirety of the Company's operations
and recommending  measures  that  are most likely to achieve an improvement in 
the performance of the Company.

   As discussed under the heading  "Management's  Discussion  and  Analysis of
Financial  Condition  and  Results  of  Operations  -  Liquidity  and  Capital
Resources," the Company recently secured from its lenders and the providers of
its  floor plan financing waivers of its non-compliance with certain financial
covenants  contained  in  its financing instruments.  In addition, the Company
was successful in achieving  an  amendment of the financial covenants to be in
line with the Company's fiscal 1997  budget.  However, to secure these waivers
and  amendments,  the  Company was required by the  banks  to  accelerate  the
maturity date of its revolving  credit  and term loan facility to September 1,
1997.   As  a practical matter, this will require  the  Company  to  secure  a
replacement line  of  credit facility and term loan prior to the end of fiscal
1997.   The information to be obtained from the Company's comprehensive review
of its operations  is  expected to  help ensure  that the Company will be in a
positioned to obtain the timely necessary replacement debt arrangements.

   This  self-evaluative  process  is  expected  to  take  several  months  to
complete, and no recommendations have been  developed  thus  far by management
and  the  consultant.   Following  development  of  such recommendations,  the
Company's  board  will determine which measures, if any,  are  appropriate  to
incorporate into an  overall  business  plan  for  the  Company.   Although no
decisions  have been made, the possibility exists that fundamental changes  to
the Company's operations could be implemented following this review.

   Campo Initiatives.   Until  the end of fiscal 1995, Campo's principal focus
was on expanding its business to  become  a  regional  retail chain.  With its
initial expansion completed at the end of fiscal 1995, Campo  has  devoted its
energies in fiscal 1996 to reviewing its operations to find ways to reduce its
variable  expenses  consistent  with  its declining sales.  To that end  Campo
analyzed  various  aspects  of its business   including  information  systems,  
store  operations,  distribution,  delivery  and  inventory systems, and human
resources.

   The result  of  these  efforts  has  been  the  development  by  Campo of a
"superior  customer  service"  strategy  ("SCS")  designed  to increase sales,
improve  profit  margins,  increase  efficiencies and reduce costs.   The  key
initiatives that have been implemented by Campo are as follows:

   Streamline Store Operations.  Campo has reorganized its store operations by
reassigning administrative duties to allow sales managers and sales associates
to focus their efforts on product sales  and  customer  service.   Other store
processes,  such  as  third party financing transactions, cellular and  paging
transactions, product retrieval  and  returned product tasks are being handled
by qualified customer service and warehouse  associates  specifically  trained
for  each  of  these  tasks.   The  Company  believes  that  this strategy has
significantly  reduced  the  time  required to process sales and has  enhanced
customer satisfaction.  Building on the popularity of its "guaranteed next day
delivery" service, the Company has also  added  same  day  and  timed delivery
services to better serve its customers.

   Focused Merchandising Strategy.  Campo regularly analyzes the profitability
of  each of its product lines in order to identify opportunities for  improved
returns.   Home office products continue to evolve into a core part of Campo's
major business  categories.   Because  these  products  constitute the fastest
growing  category  in  the  industry  and  build  store traffic,  the  Company
continues  to  devote  much  of its floor space and selling  efforts  to  this
category.  However, the Company  is  also reviewing its merchandising strategy
to compensate for the impact of this category's  inherently low margins on the
Company's overall profitability by focusing on other  products and brands that
are  strong  sellers  with  high margins.  The Company has  also  restructured
certain  of  its  incentive and  training  programs  to  encourage  its  sales
associates to emphasize  certain higher margin items, such as audio equipment,
accessories, and extended  warranty  contracts.   The  Company  also regularly
evaluates new products and services that could increase the Company's  overall  
profit margin. For example, the Company plans to begin offering pagers, vacuum  
cleaners,  home  electronics  furniture  and computer furniture,  and internet 
connection services  in fiscal  1997.  Campo  has  also reorganized its  store 
displays in  order to better  allocate its store space to those items that are  
top sellers and high margin items.  Finally, the Company is evaluating vendors 
and  products  and  making  purchasing  decisions  based  on  profitability by
focusing on brands that are strong sellers and higher margin items and vendors 
who offer the most attractive rebates and other programs.  The Company is also 
working  with  its  vendors  to  restructure  volume  rebates  and cooperative
advertising  programs  to  be  direct reductions of invoice costs, which would
simplify  the  administrative  process  and  eliminate  the  expense  and time
currently incurred by  the  Company  to  collect  these amounts from vendors.

   Increase and  Target Credit Card Holders.  Campo has experienced a decrease
in  its  approval rate  of  new  card  holders,  due  primarily  to  increased
competition  in  the consumer credit industry.  To attract a greater number of
new credit card holders,  Campo  has added incentives to the use of  its Campo
credit card such as offering free long distance time to new card holders.  The
Company  is  also  increasing  its use  of  secondary  credit  programs.   The
Company's credit card program not  only  results  in increased sales for Campo
but also provides it with a data base for a targeted marketing program that is
based on historical purchasing trends.  The Company  can  track the purchasing
histories  of  its  credit  card holders and use such information  to  promote
specific accessories, upgrades  or  related products.  This targeted marketing
strategy is highly effective and cost  efficient  since  it can be included in
the mailing of the customer's account statement.

   Reduce  costs.   Every  process  at  every level is under close  review  to
identify opportunities for expense reduction  and 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  Campo to
increase  savings  by  volume purchasing.  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 also outsourced functions
that can be handled by  a  third  party  more  efficiently, such as facilities
management and extended warranty claims administration.   The Company has also
consolidated  its  corporate  headquarters  into  one floor of its  Covington,
Louisiana  office  building,  thus  reducing rental expense  by  approximately
$273,000 per year.

   Upgrade  Information  Systems.  Campo  has  evaluated its information needs
and  has  begun  the  process of installing an information  system  that  will
accommodate current and future system requirements.  This system will move the  
Company's information processes to a distributed client/server environment and 
move  the  software  applications  closer  to  end  users, thereby  increasing  
productivity,  performance  and  data availability.  The system is designed to 
provide improved information  to, and interface with, the  stores,  to  ensure  
that  the sales associates have access to the information needed to better and  
more efficiently serve   Campo's  customers.   The  system  is  also  designed  
to streamline processes,  from  store  level to corporate level, and to reduce 
the  paperwork needed to complete a  sales  transaction.   The  system upgrade 
also  provides  better  analytical  and report-generating tools for both store 
level managers and senior management.

   Improve  Inventory  Turns, Efficiencies and Controls.  Campo has also begun
to improve efficiencies  within  its  distribution  operations  through system
enhancements   and   process  re-engineering  designed  to  improve  inventory
accuracy,  reduce  inventory  levels  and  eliminate  redundant  handling  and
transportation.  The Company is implementing a new inventory management system
that allocates inventory to stores based on the highest probability of sale of
a particular product  or  brand as evidenced by historic sales results.  Under
this new system, which is expected to result in increased inventory turns, all
inventory replenishment decisions  will be made by the Company's merchandising
department.  The Company's information system enhancements will also result in
more  efficient and more accurate inventory  management  by  introducing  such
technologies  as  bar  coding  for  all  products.  The Company's distribution
system  has  been reorganized to more evenly  divide  responsibility  for  the
Company's stores  among  its  three  distribution  centers based on geographic
location.   The Company has also increased the number  of  inventory  delivery
stops to multiple  stores  located  in the same geographic areas and increased
the frequency of inventory deliveries  to  each  store.  These measures should
result in increased efficiency and reduced levels  of  inventory  at the store
level.  The  Company  is  also working with certain of its appliances vendors,  
most of whom are national in scope and have sophisticated inventory management  
systems,  to  allow  such  vendors  to  distribute  inventory  directly to the 
Company's  stores,  which  should  result  in  additional  cost savings to the
Company.  The Company has also taken  steps  to  reduce  the risk of inventory
loss by introducing targeted cycle counts that focus on those products at each
store  that  have  historically  suffered  the  most loss, and increasing  the
education and awareness of its sales associates and managers regarding ways to
reduce losses.  The reorganization of the Company's  store  operations,  which
centralizes  the  responsibility  for  the  store's  inventory  in a warehouse
supervisor  and  dedicated  warehouse associates is also expected to  increase
inventory control and reduce loss.

   Improve Training and Development  of  Sales  Associates  and Managers.  The
Company has designated its flagship Campo Concept store in New  Orleans as its
management  training  center.   In  addition  to  extensive training on  store
operations and products, managers are also trained  in  effective  hiring  and
training  techniques  to improve the quality, and reduce the turnover rate, of
the Company's sales associates.   Training  of  sales associates has also been
upgraded  in  an  effort to encourage a focus on profit  margins,  to  improve
customer service, reduce returns and lower inventory loss.

   Management believes  that  these  initiatives  will  enhance its ability to
execute its business strategy described below, and that by  implementing these
initiatives  and  continuously striving to upgrade the efficiency  of  Campo's
retail execution and overall operations the Company will be positioned to take
advantage  of  any improvement  in  the  consumer  electronics  and  appliance
industry.

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 merchandising of  top  name  brand
products.   The  Company  believes  this  strategy, supported by an aggressive
advertising program and an experienced management  team, has helped it achieve
a  dominant  share  of  almost all of the markets it serves  for  the  product
categories it offers.  The key  elements  of  its  business strategy  include:

   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.  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  force through extensive initial and ongoing
sales and product training sessions.  The Company also offers guaranteed next-
day,  and  same  day and timed delivery  services  on  major  purchases,  home
installation, computer training classes, extended warranty plans and a thirty-
day, no questions asked return policy on most products.

   Aggressive Advertising.   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.

   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, 30
days after the customer has purchased the  item,  the  Company will refund the
difference to the customer.

   Experienced Management Team.  The Company has assembled  experienced senior
management and regional and in-store management teams.  The Company's  six top
executives have an average of approximately 14 years of experience each in the
consumer  electronics  and  appliance retail industry.  The Company's Veterans
Boulevard Campo Concept store serves as its management training center for the
continued training and development of its managers.

   Operational Controls.  The Company's management information system supports
its point-of-sale computer  inventory  system;  provides  its  management team
with  real time information on product availability, shipping and  store  data
and price changes; enables the Company to manage more efficiently  pricing and
inventory decisions and accommodates the Company's delivery programs.  It also
provides  sales  associates  with  on-line  information  including information
regarding  specific  product  features  and accessories, Company  policies  on
returns, delivery or warranty coverage, and delivery and credit information.

   Private Label Credit Card.  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 all credit risk
without recourse to the Company.  During fiscal 1996, approximately 30% of the
Company's sales resulted from purchases with these cards.   As  of  August 31,
1996, there were more than 300,000 card holders.  Average purchases with these
cards are significantly higher than transactions using other payment methods.

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, with approximately 30%  of  its  fiscal 1996 sales resulting from
purchases  with  this  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.  To attract  new  credit  card  holders,  the
Company  has  added  incentives to the use of its credit card such as offering
free long distance time  to  new  holders  of  its  cards.   This benefits the
Company  not  only  by increasing its base of credit card customers  but  also
because the Company receives  fees  from  the  long distance provider for this
service.

   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.   The  Company  is increasing
its use of these secondary credit programs to offset the decline in  its Campo
credit card portfolio.

   Management  believes  that  the  Company's  private  label  credit card and
related programs will provide for adequate availability of consumer credit for
fiscal  1997 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:

<TABLE>
<CAPTION>

   Category                   Products               Principal Brand Names
   --------                   --------               ---------------------
<S>                          <C>                 <C>
Television/Video             Televisions         GE,  JVC,  Magnavox, Mitsubishi, Panasonic,
                             VCRs                RCA, Samsung, Sony, Zenith
                             Camcorders
                             Digital Satellites

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

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

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

Electronics/Accessories      Personal Audio      AT&T,  GE,  Infinity,  JBL,  JVC, Kenwood,
                             Radar Detecters     Magnavox,   Motorola,  Panasonic,  Pioneer,
                             Portable Radios     RCA, Sharp, Sony, Southwestern Bell
                             Car Audio
                             Car Alarms
                             Telephones
                             Cellular Phones
                             Pagers
</TABLE>
      

   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
1996, 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 1996, 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  efficient  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 1996,  the  Company's three leading selling name
brands were Canon, Compaq and Packard Bell.   The  computers  and  home office
products  are  located  at  the front of each Campo Concept store in a display
that is designed to encourage  hands-on interaction with the latest technology
in a convenient and fun learning environment.  The Company offers pre-packaged
hardware with pre-loaded software  that  is  ready  to use.  Computer training
classes are offered in select markets to help first time buyers and students.

   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  1996,  the  Company's  three  leading  selling  name  brands  for
electronics/accessories were Mitsubishi, RCA 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,
                                      -----------------------------
                                         1996      1995      1994
                                         ----      ----      ----
Product category:
     Television/video                    32.9%     32.8%     32.1%
     Major appliances                    22.5      23.1      24.5
     Computers/home office               18.6      17.6      13.4
     Home audio                           8.4       8.4      10.4
     Extended warranty plans              5.5       5.9       6.0
     Portable/personal audio              4.7       5.4       6.0
     Mobile electronics                   4.0       3.7       3.9
     Accessories and other                3.4       3.1       3.7
                                        -----     -----     -----
                                        100.0%    100.0%    100.0%
                                        =====     =====     =====

      Purchasing.    The  Company  purchases  its  merchandise  directly  from
manufacturers.  The Company  has a staff of five buyers under the direction of
the  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  1996,  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  1996,  sales of goods purchased from the  Company's  largest  supplier
accounted for approximately 12.3% 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 4.0 times for fiscal 1996.

      Distribution.  Substantially all inventory  purchased  by the Company is
shipped directly to its distribution facilities in New Orleans and Shreveport,
Louisiana and Bessemer, Alabama.  Each store receives shipments  of  inventory
from  the closest distribution facility 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.  The Company is also
working with  certain  of its appliances vendors, most of whom are national in
scope  and  have  sophisticated  inventory  management  systems, to allow such
vendors to distribute inventory directly to the Company's stores, which should 
result in additional cost savings to the Company.

      The Company owns  two distribution facilities in New Orleans, containing
approximately 50,000 and 100,000 square feet of warehouse space, respectively.
The  Company  leases  its  Shreveport   distribution  center,  which  contains
approximately  50,000  square  feet  of  warehouse   space,  and  its  Alabama
distribution  facility, with approximately 110,000 square  feet  of  warehouse
space.

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  counselors  to  insure  that
customers consistently  receive  knowledgeable  and courteous assistance.  The
Company  has  professional  sales  training personnel  who  provide  extensive
initial and ongoing training for its  sales  counselors through sales training
meetings,  product  training  sessions  and sales  training  literature.   The
Company produces all of its product training  and sales training materials and
courses.  At the commencement of employment, each  sales  counselor must study
the appropriate product training manuals and pass a test to certify his or her
knowledge  in each product category.  In addition, each sales  counselor  must
complete an  intensive  two-week training program that utilizes a standardized
video tape and workbook system,  which ensures the consistency of the training
of all Campo sales associates.  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  two-week  training
period.  The  Company  encourages its sales counselors to learn about and sell
all of the products carried  in  its  stores  but will only allow them to sell
products  for  which they have been properly trained.   The  Company  provides
continuing education  with  multi-media  computer presentations, at-home study
materials,  weekly  sales and product training  meetings  conducted  by  store
management personnel  and  a  monthly live satelite broadcast to all stores by
the corporate trainers.

     Management.  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.  The Company  has
designated its flagship Campo Concept store in New Orleans  as  its management
training center,  which is  managed by a Campo District Manager.  The training 
center also  works with  store  and  district  managers  to  develop  on-going
training programs for their sales associates and "management succession plans" 
for each store and district.

The Company's operations are currently divided into five districts to maximize
management  and  distribution  efficiencies.   Each  district is  managed by a
District Manager.  The North Louisiana  district consists  of  six  stores  in  
five  markets  with  its  regional  office  and distribution center located in 
Shreveport, Louisiana.  The South Louisiana and Central districts are based in 
New  Orleans  and  currently consist of seven stores in four markets, and five 
stores in three markets, respectively. The  Alabama district consists  of five 
stores in five  markets and the Coastal district  consists  of seven stores in 
six markets. In addition, the New Orleans flagship store, which also serves as 
the  Company's  management  training  facility, is designated as its own Campo  
"University" district and is managed by a sixth District Manager. The district 
management teams report to the Company's Director of Stores. The Company's six 
district managers  and the Director of Stores each have an average of 12 years 
of retail management experience.   The Company believes that bi-monthly visits 
by its district  management teams  are essential to maintain superior customer
service.

The management structure  of  each store consists of a full-time store manager
and an assistant store manager.  Each store manager's compensation consists of
a  salary  and bonus based on the  store's  sales  volume  and  profitability.
Certain stores  also  have  an  operations manager who is responsible for non-
selling  store  operations  such  as   the  warehouse  and  customer  services
operations.  Each operations manager's compensation  consists  of  a salary, a
bonus based on inventory control and payroll expense control, and a commission 
on personal sales.  Assistant managers  earn  a salary, bonus and a commission 
on  personal  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  store  management  structure has 
recently  been   reorganized  to  transfer  to  the  assistant   managers  the 
responsibilities  of  the  operations managers  and to  add a customer service 
supervisor, responsible for financing, cellular telephone and paging paperwork
and related "non-selling" tasks, and a warehouse supervisor,  in charge of all
receiving  and  delivery functions and inventory cycle counts.  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.


      Customer Services.   The  Company  supports  its  merchandise  sales  by
providing  a  number of important customer services including guaranteed next-
day, and same day  and  timed  delivery,  home  and car installation, extended
warranty contracts and a thirty-day, no questions asked, return policy on most
products.   The  Company also offers in select markets free 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  has  recently  begun offering same day and
timed delivery of appliances.  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  provided by both in-house  delivery  services  and
independent contractors approved by the Company, which provides a cost-savings
to the Company.

      The Company uses factory  authorized  service  centers  for  all  repair
services.   At  the  time  of  purchase each customer may elect to purchase an
extended  warranty  contract  which  provides  warranty  coverage  beyond  the 
duration of the manufacturer's warranty.  Generally  these  contracts  provide 
one to five years of extended  warranty  coverage,  which  promotes  post-sale  
customer  satisfaction and a longer-term  relationship with the Company.   The 
Company's  consumer  relations  department handles  all problems and questions 
regarding   service   and  extended  warranty  contracts.  These contracts are 
administered  for  the  Company   by  Federal   Warranty  Service  Corporation 
("Federal"), an unaffiliated third party, which performs  the  repair services  
required by the contracts through factory authorized service centers.  Federal 
is  required  by  its  agreement  with  the  Company  to maintain insurance to 
protect the Company in the event that Federal fails to fulfill its obligations 
under the extended warranty contracts. The Company sells the extended warranty 
contracts to Federal on a non-recourse basis.

      Controls.   The  Company  attains store operating  efficiencies  through
comprehensive merchandise, personnel  and  information  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.   Changes  in  store  operating  procedures  and  pricing
policies  are established by management at the Company's headquarters and  are
disseminated  to  each  store  through  daily  facsimile transmissions, weekly
conference calls and monthly manager meetings.

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  Company  is committed to staying abreast of rapidly
changing telecommunication and systems technologies, and has provided on-going
training for its information systems  personnel  to  ensure  that  all  system
recommendations   are  based  on  sound  technical  knowledge.   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
new same day and timed delivery services.

      The Company has recently purchased a new Hewlett-Packard hardware system
utilizing Oracle software that will integrate  all  store  processes  into one
system,  allow  for  user-driven  reporting  based  on  individual  needs  for
information,  and  upgrade  the  terminals  at  each  store and warehouse to a
"smart"  terminal, including e-mail communication and internet  access.   This
systems upgrade, which is expected to be completed during the third quarter of
fiscal 1997,  will increase the amount and quality of information available at
the store level, including on-line sales assistance, with a direct link to the
Company's third  party  warranty   and  financing providers, on-line help with
regard to Company policies and procedures,  delivery and inventory information
and  reporting  functions  capable  of  allowing  a  store  manager  to  track
performance  goals  such  as  sales  goal  performances,  profit  margins  and
commission  levels.   The  system will also improve  the  Company's  inventory
management and financial reporting functions.

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,  Walmart  and  Sams (in all markets), Wards
(all markets except New Orleans) and Circuit City in  approximately 50% 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 August 31, 1996, the Company employed approximately 1,159 persons,
953 of whom were full-time employees  and  206  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.


                                   PART II

ITEM 6.  SELECTED FINANCIAL AND OPERATING DATA
         (In thousands, except per share amounts and operating data)

    The following  statement of operations and  balance sheet data for  fiscal 
1992  through  fiscal 1996  are derived  from the Company's audited  financial
statements,  which  were  audited  by  Coopers &  Lybrand L.L.P.,  independent 
certified public  accountants.   The data set forth below should  be  read  in 
conjunction with the financial statements of the Company and the notes thereto  
included  under  Item  8  of this Form 10-K and  "Management's  Discussion and
Analysis of  Financial  Condition  and  Results  of Operations" included under 
Item 7 of this Form 10-K.

<TABLE>
<CAPTION>
                                                                   Years Ended August 31,
                                                                   ----------------------
Statement of Operations Data:<F1>                    1996       1995       1994       1993       1992
                                                     ----       ----       ----       ----       ----
<S>                                               <C>        <C>        <C>        <C>        <C>
   Net sales                                       $294,967   $294,620   $194,621   $101,954    $74,778
   Cost of sales                                    232,183    232,843    147,813     76,821     55,648
          Gross profit                               62,784     61,777     46,808     25,133     19,130
   Selling, general and administrative expenses      62,189     61,972     40,367     21,555     16,886
   Professional services<F2>                            879      -----      -----      -----      -----
   Severance costs<F2>                                  340      -----      -----      -----      -----
   Merger costs                                       -----        303      -----      -----      -----
                                                   ________   ________   ________   ________    _______ 
          Operating income (loss)                      (624)      (498)     6,441      3,578      2,244
   Other income (expense):                                    
          Interest expense                           (2,100)    (1,399)      (299)      (556)      (605)
          Interest income                               137         95        125        179         97
          Other, net                                    445        503        409        255         75
                                                   ________   ________   ________   ________    _______
                                                     (1,518)      (801)       235       (122)      (433)
                                                   ________   ________   ________   ________    _______
   Income (loss)before income tax and
    cumulative effect of change in
    accounting principle                             (2,142)    (1,299)     6,676      3,456      1,811
   Income tax expense (benefit)<F3>                    (754)      (256)     2,519        815      -----
                                                   ________   ________   ________   ________    _______
   Income (loss) before cumulative
    effect of change in accounting
    principle                                        (1,388)    (1,043)     4,157      2,641      1,811
   Cumulative  effect  of  change  in              
    accounting principle                              -----     (1,892)     -----      -----      -----
                                                   ________   ________   ________   ________    _______
   Net income (loss)                               $ (1,388)  $ (2,935)  $  4,157   $  2,641    $ 1,811
                                                   ========   ========   ========   ========    =======
Pro Forma Statement of Operations Data:
   Net income (loss) as reported                   $ (1,388)  $ (2,935)  $  4,157   $  2,641    $ 1,811
   Charge  in  lieu  of  federal  and                
    state income tax<F4>                              -----      -----      -----        407        688
   Retroactive  application  of  the                 
    straight-line method                              -----      -----        422        357        351
   Cumulative  effect  of  change  in  
    accounting principle                              -----     (1,892)     -----      -----      -----
                                                   ________   ________   ________   ________    _______
   Reported pro forma net income<F5>               $ (1,388)  $ (1,043)  $  3,735   $  1,877    $   772
Per Share Data:                                    ========   ========   ========   ========    =======
   Net income (loss) before cumulative
    effect of change in accounting    
    principle                                      $  (0.25)  $  (0.19)  $   0.91   $   0.80      -----
   Cumulative effect of change in  
    accounting principle                              -----      (0.34)     -----      -----      -----
                                                   ________   ________   ________   ________    _______
   Net income (loss)                               $  (0.25)  $  (0.53)  $   0.91   $   0.80      -----
                                                   ========   ========   ========   ========    =======
   Pro forma net income (loss)                     $  -----   $  (0.19)  $   0.81   $   0.57    $  0.31
                                                   ========   ========   ========   ========    =======
   Weighted average number of common
    shares outstanding                            5,566,906  5,565,942  4,590,391  3,306,069  2,500,001
Selected Operating Data:                          =========  =========  =========  =========  ========= 
   Store data <F6>
           Stores open at beginning of period            31         21         22         12         14
           Stores opened or acquired                      0         14          6         13          3
           Stores closed or replaced                      0         (4)        (7)        (3)        (5)
                                                   ________  _________  _________   ________   ________
           Stores open at end of period                  31         31         21         22         12
   
   Average sales for stores open for
    entire year period<F7>                         $  9,334  $  10,419  $   9,001   $  7,892   $  5,849
   Percentage  change  in  comparable
    sales<F7>                                         (13.6%)      5.1%      28.5%      18.4%      18.2%
   Approximate total square feet of
    store selling space at period end               491,000    491,000    252,474    245,184    126,614
   Sales per weighted average selling  
    square foot<F7>                                $    590  $     740  $     739   $    658   $    574
                                        
                                                                   Years Ended August 31,
                                                     1996         1995       1994       1993      1992
Balance Sheet Data:
     Working capital                               $ 15,824  $  18,535  $  12,594   $  8,478   $  1,880
     Total assets                                  $119,034  $ 135,710  $  97,122   $ 71,396   $ 25,344
     Long-term  debt, less current portion         $ 18,191  $  20,257  $     982   $  3,792   $  5,564
     Shareholders' equity (deficit)                $ 34,129  $  35,505  $  38,437   $ 17,775   $   (419)
     Dividends paid<F8>                               -----      -----      -----   $  1,247   $    308

__________
<FN>
<F1>          Prior  to  February 1993, the Company operated as a corporation taxable as
      an S Corporation under the  Internal Revenue  Code.   The  Company terminated its  
      S Corporation status immediately prior to the effective date of its February 1993 
      initial public  offering.  Net income per common share prior to the S Corporation 
      rescission is not included  because  management believes  such information is not
      relevant in light of the Company's termination of its S Corporation status.

<F2>         During fiscal  1996,  the  Company hired a consulting firm to evaluate and
       refine  its storeline  operations.   The  costs 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 fiscal year ended August 31, 1996 
       were decreases of $0.10 and $0.04 per share, respectively.

<F3>         Because the  Company  previously  operated as an S Corporation, net income
       (loss) prior to 1993 does not reflect a provision  (benefit)  for federal income
       taxes.

<F4>         Reflects  the income taxes, at the applicable statutory rates,  for  which
       provision would have  been  made if the Company had been a C Corporation for all
       periods presented.

<F5>         Pro forma net income per  common share for fiscal 1993 after giving effect
       to the acquisition of Shreveport  Refrigeration,  Inc.  and  retirement  of  the
       promissory  note  due  the former majority shareholder was $2,816,863 and $0.79,
       respectively.

<F6>         The Company closed 14 stores and opened 24 new Campo Concept stores during
       fiscal 1993, 1994 and 1995.   Also  reflects  the  purchase of nine locations of
       Shreveport Refrigeration, Inc. in July 1993 and the  September  1993  closing of
       one of these locations.  Includes the March 1993 opening of a temporary  site in
       Baton  Rouge,  Louisiana  while awaiting the completion of a Campo Concept store
       opened in October 1993.

<F7>         Includes comparisons  of  new  Campo Concept stores to previously existing
       Company stores replaced by such Campo  Concept stores.  The Company's comparable
       store sales calculations include the effects  of  certain  non-retail  sales  to
       commercial  buyers and beginning in 1993, include net sales of extended warranty
       plans.  If non-retail  sales  were excluded, the percentage change in comparable
       store  sales  for  fiscal  1994 and  1993  would  have  been  22.1%  and  16.8%,
       respectively.  Management believes  that  prior to fiscal 1993, non-retail sales
       did not have a significant impact on comparable  store  sales  increases.  Sales
       from the Company's three Sound Trek locations that were closed in September 1993
       and  January  1994  have been excluded from the computation of comparable  store
       sales beginning in the  quarter  in  which  they were closed.  See "Management's
       Discussion  and Analysis of Financial Condition  and  Results  of  Operations  -
       Comparable Store Sales" for a more complete discussion of comparable store sales
       and its method of calculation.  Beginning in fiscal 1995, comparable store sales
       were calculated  using  same  store  format  and  retail  sales  only  and begin
       comparisons in the store's fifteenth month of operation.

<F8>         Reflects  payments made to shareholders for payment of income taxes  prior
       to recission of Subchapter  S election in conjunction with the Company's initial
       public offering.

</TABLE>

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          
                                                 _____       _____        ____
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.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


              CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
                        INDEX TO FINANCIAL STATEMENTS


                                                                     Page
Campo Electronics, Appliances and Computers, Inc. - 
  Financial Statements Report of Independent Accountants              27
  Balance Sheets as of August 31, 1996 and 1995                       27
  Statements of Operations for the Years Ended August 
    31, 1996, 1995, and 1994                                          29
  Statements of Shareholders' Equity for the Years Ended
    August 31, 1996, 1995, and 1994                                   30
  Statements of Cash Flows for the Years Ended August 31, 
    1996, 1995 and 1994                                               31
  Notes to Financial Statements                                       32



                      REPORT OF INDEPENDENT ACCOUNTANTS


To the Shareholders
Campo Electronics, Appliances and Computers, Inc.

We  have  audited  the  accompanying  balance  sheets  of  Campo  Electronics,
Appliances and Computers, Inc. as of August  31,  1996  and  1995, and related
statements of operations, shareholders' equity and cash flows  for each of the
three  years in the period ended August 31, 1996.  These financial  statements
are the  responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.   Those  standards  require  that we plan and perform our audit  to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in  the financial statements.  An audit
also  includes  assessing  the  accounting  principles  used  and  significant
estimates  made  by management, as well as evaluating  the  overall  financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the  financial statements referred to above present fairly, in
all material respects, the financial position of Campo Electronics, Appliances
and Computers, Inc. as  of  August  31,  1996 and 1995, and the results of its
operations and its cash flows for each of the three years in the period  ended
August 31, 1996 in conformity with generally accepted accounting principles.

As discussed in Note 2 to the financial statements,  the  Company  changed its
method of accounting for extended warranty contracts in 1995.  As discussed in
Note  1  to  the  financial statements, the Company adopted the provisions  of
Statement of Financial  Accounting  Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities"  in  1995  and No. 109, "Accounting
for Income Taxes" in 1994.


/s/ Coopers & Lybrand L.L.P.

COOPERS & LYBRAND L.L.P.

New Orleans, Louisiana
November 1, 1996, except for
Notes 4 and 5 for which the date is
December 6, 1996.

              
              CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.

                                BALANCE SHEETS

                           AUGUST 31, 1996 AND 1995

                   ASSETS                          1996            1995
Current assets:
  Cash and cash equivalents                   $  3,303,822    $  3,105,320
  Investments in marketable securities             129,788         218,738
  Receivables (net of an allowance of
    $2.9 million in 1996 and $3.8 million 
    in 1995)                                    14,561,102      19,403,675
  Merchandise inventory                         56,387,842      60,258,407
  Deferred income taxes                          3,033,000       4,475,466
  Other                                            471,399       1,749,315
                                              ------------    ------------
     Total current assets                       77,886,953      89,210,921

Property and equipment, net                     36,376,959      39,667,520
Deferred income taxes                            1,234,000       3,145,734
Intangibles and other                            3,535,639       3,685,627
                                              ------------    ------------
                                              $119,033,551    $135,709,802
                                              ============    ============
    LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt           $  2,478,179    $  2,459,266
  Accounts payable                              47,793,786      54,303,767
  Accrued expenses                               7,169,218       7,219,505
  Deferred revenue                               4,621,294       6,693,674
                                              ------------    ------------
     Total current liabilities                  62,062,477      70,676,212
                                              ------------    ------------
Long-term debt, less current portion            18,191,371      20,257,360
Deferred revenue                                 4,650,296       9,271,590
                                                22,841,667      29,528,950
                                              ------------    ------------

Commitments and contingencies (Notes 5, 6 and 12)

Shareholders' equity:
Preferred stock, no par value, 500,000 
   shares authorized, no shares 
   issued or outstanding                             -----           -----
Common stock, $.10 par value, 20,000,000
   shares authorized, 5,566,906 issued 
   and outstanding at August 31, 1996 and 1995     556,691         556,691
Paid-in capital                                 32,373,306      32,373,306
Retained earnings                                1,388,849       2,776,910
   Less:
              Unearned compensation                  -----         (67,500)
              Unrealized loss on marketable       (189,439)       (134,767)
                                              ------------    ------------
securities
   Total shareholders' equity                   34,129,407      35,504,640
                                              ------------    ------------
                                              $119,033,551    $135,709,802
                                              ============    ============



 The accompanying  notes are an integral part of these financial statements.


              CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.

                           STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED AUGUST 31, 1996, 1995 AND 1994

                                     1996          1995          1994

Net sales                        $294,967,168  $294,619,960  $194,620,506
Cost of sales                     232,182,625   232,842,703   147,812,529
                                 ------------  ------------  ------------
    Gross profit                   62,784,543    61,777,257    46,807,977

Selling, general and                                        
 administrative expenses           62,188,708    61,972,378    40,366,497
Professional services                 879,368         -----         -----
Severance costs                       340,430         -----         -----
Merger costs                            -----       303,413         -----
                                  -----------   -----------   -----------
   Operating income (loss)           (623,963)     (498,534)    6,441,480

Other income (expense):
   Interest expense                (2,100,590)   (1,399,388)     (299,582)
   Interest income                    137,386        94,602       125,176
   Other, net                         445,106       504,075       409,202
                                  -----------   -----------   -----------
                                   (1,518,098)     (800,711)      234,796
                                  -----------   -----------   -----------
  Income(loss) before income
    taxes and cumulative effect
    of change in accounting    
    principle                      (2,142,061)   (1,299,245)    6,676,276

Income tax expense (benefit)         (754,000)     (256,000)    2,519,581
                                  -----------   -----------   -----------
Net income (loss) before
  cumulative effect of change  
  in accounting principle          (1,388,061)   (1,043,245)    4,156,695
Cumulative effect of change in
  accounting principle (Note 2)         -----    (1,891,948)        -----
                                  -----------   -----------   -----------
Net income (loss)                 $(1,388,061)  $(2,935,193)  $ 4,156,695
                                  ===========   ===========   ===========
Pro forma income data assuming
certain adjustments  (Note 10)
(unaudited):
Net income (loss)                       -----   $(1,043,245)  $ 3,734,830

Per share data:
  Net   income   (loss)  before
   cumulative effect  of change    
   in accounting principle             ($0.25)       ($0.19)        $0.91

  Cumulative  effect of  change
   in accounting principle              -----       ($0.34)        -----
                                  -----------   ----------    ----------
  Net income (loss)                    ($0.25)      ($0.53)        $0.91
                                  ===========   ==========    ==========
  Pro forma net income (loss)           -----       ($0.19)        $0.81
                                  ===========   ==========    ==========
  Weighted  average  number  of
   common shares outstanding        5,566,906    5,565,942     4,590,391

   The accompanying notes are an integral part of the financial statements.

              CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.

                      STATEMENTS OF SHAREHOLDERS' EQUITY
              FOR THE YEARS ENDED AUGUST 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>

                                 Common Stock                                                         Total
                              Shares                Paid-in     Retained    Unearned               Shareholder's
                            Outstanding   Amount    Capital     Earnings  Compensation    Other        Equity
                            -----------   ------    -------     --------  ------------    -----        ------
<S>                          <C>        <C>       <C>          <C>         <C>         <C>          <C>
Balance, September 1, 1993   4,065,006  $447,572  $21,572,368  $1,555,408  $(189,000)  $(5,611,144)   $17,775,204

Proceeds from secondary
  offering (including  
  overallotment)             1,493,900   149,390   16,308,311       -----      -----        -----    16,457,701
Retirement of treasury                                             
  stock                          -----   (41,071)  (5,570,073)      -----      -----    5,611,144         -----
Amortization of stock      
   awards                        -----     -----        -----       -----     47,250        -----        47,250
Net income                       -----     -----        -----   4,156,695      -----        -----     4,156,695
                             ---------  --------   ----------   ---------  ---------   ----------   ----------- 
Balance, August 31, 1994     5,558,906   555,891   32,310,606   5,712,103   (141,750)           0    38,436,850

Stock options exercised          8,000       800       62,700       -----      -----        -----        63,500
Unrealized loss on
   marketable securities         -----     -----        -----       -----      -----     (134,767)     (134,767)
Amortization of stock
   awards                        -----     -----        -----       -----     74,250        -----        74,250
Net loss                         -----     -----        -----  (2,935,193)     -----        -----   (2,935,193)
                             ---------  --------  -----------   ---------  ---------   ----------   ----------- 
Balance, August 31, 1995     5,566,906   556,691   32,373,306   2,776,910    (67,500)    (134,767)   35,504,640

Unrealized loss on
   marketable securities         -----     -----        -----       -----      -----      (54,672)      (54,672)
Amortization of stock                                                                 
   awards                        -----     -----        -----       -----     67,500        -----        67,500
Net loss                         -----     -----        -----  (1,388,061)     -----        -----    (1,388,061)
                             ---------  --------  -----------  ----------  ---------    ---------    ----------
Balance, August 31, 1996     5,566,906  $556,691  $32,373,306  $1,388,849  $      0    $ (189,439)  $34,129,407
                             =========  ========  ===========  ==========  =========   ==========   ===========

          The  accompanying  notes  are  an  integral  part of these financial
statements.

                      CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.

                                   STATEMENTS OF CASH FLOWS
                      FOR THE YEARS ENDED AUGUST 31, 1996, 1995 AND 1994

                                         1996          1995          1994
Cash flow from operating activities:
   Net income (loss)                   $(1,388,061)  $(2,935,193)    $4,156,695
Adjustments to reconcile net income 
   to net cash provided by operating
   activities:
   Depreciation and amortization         5,454,334     5,393,961      1,809,008
   Cumulative effect of change in      
     accounting principle                    -----     1,891,948          -----
   Deferred income taxes                 3,388,470    (2,490,244)      (865,730)
   Provision for uncollectable           
     receivables                         2,294,000     2,140,000        508,000
   Stock awards                             67,500        74,250         47,250
   Gain on sale of assets                    -----        (7,507)         -----
   (Increase) decrease in assets:
      Receivables                        2,548,573    (9,331,613)     5,959,594
      Merchandise inventory              3,870,565   (11,082,489)   (22,225,377)
      Other current assets                 251,697    (2,692,175)        29,059
   Increase (decrease) in liabilities:
      Accounts payable                  (6,509,981)   12,479,915     16,353,191
      Accrued expenses                     (50,287)     (140,853)     2,211,452
      Deferred revenue                  (6,693,674)    4,675,018      1,931,682
                                       -----------   -----------   ------------
        Net cash provided by (used 
          in) operating activities       3,233,136    (2,024,982)     9,914,824
                                       -----------   -----------   ------------
Cash flow from investing activities:
   Purchase of property and equipment     (948,695)  (19,389,098)   (15,174,526)
   Proceeds from sale of assets              -----        92,747          -----
   Sale of marketable securities             -----         -----      4,599,323
   Purchase of marketable securities         -----         -----       (422,505)
   Acquisition of SRI                        -----         -----       (467,125)
   Increase in other assets                (38,863)      (35,164)       (65,816)
                                       -----------   -----------   ------------
       Net cash used in investing   
         activites                        (987,558)  (19,331,515)   (11,530,649)
                                       -----------   -----------   ------------

Cash flow from financing activities:
   Increase (decrease) in long-term 
     debt                               (2,047,076)   21,454,163    (3,438,392)
   Borrowings under line of credit      65,300,000         -----    10,000,000
   Repayments under line of credit     (65,300,000)        -----   (23,273,033)
   Proceeds from secondary offering 
     of securities                           -----         -----     16,457,701
   Proceeds from redemption of stock      
     options                                 -----        63,500          -----
                                       -----------   -----------   ------------
       Net cash provided by (used 
       in) financing activities         (2,047,076)   21,517,663       (253,724)
                                       -----------   -----------   ------------

Net increase(decrease) in cash and  
  cash equivalents                         198,502       161,166     (1,869,549)
Cash and cash equivalents at 
  beginning of period                    3,105,320     2,944,154      4,813,703
                                       -----------   -----------   ------------
Cash and cash equivalents at  
  end of period                         $3,303,822    $3,105,320     $2,944,154
                                       -----------   -----------   ------------

Supplemental disclosures of cash 
  flow information:
  Cash paid during the period for:
         Interest                       $1,767,496    $1,235,439     $  576,618
                                       ===========   ===========   ============
         Income Taxes                   $  118,240    $3,874,187     $2,811,490
                                       ===========   ===========   ============

Supplemental schedule of noncash
  investing and financing activities:
  Assets acquired under capital         
     lease                              $    -----    $    -----     $  292,311
                                       ===========   ===========   ============
  Retirement of treasury stock          $    -----    $    -----     $5,611,144
                                       ===========   ===========   ============

  The accompanying notes are an integral part of these financial statements.
              
              
              CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.

                        NOTES TO FINANCIAL STATEMENTS

1.  Organization and Summary of Significant Accounting Policies:

   a.  Organization

   The  Company  is  a  specialty retailer of name brand consumer electronics,
major appliances, computers  and  home  office  products  with  31  stores  in
Louisiana,  Alabama, Mississippi, Northeast Texas, Florida and Tennessee as of
August 31, 1996.

   b.  Marketable Securities

   Marketable securities consist of common stock with a cost basis of $435,335
at August 31, 1996  and  1995.  During  fiscal  year 1995, the Company adopted 
Statement  of Financial  Accounting  Standards  (SFAS)  No.  115,  "Accounting  
for  Certain  Investments  in  Debt  and  Equity Securities".  The Company has 
classified its investments in common stock available  for  sale  in accordance 
with  SFAS No. 115.  As such, these investments are carried at fair value with 
net unrealized gains or losses reported net of tax, as a separate component of 
shareholders' equity. At August  31, 1996 and 1995, the Company had unrealized  
holding losses of $305,547 and $216,597, respectively.

   c.  Merchandise Inventory

   Merchandise inventory is stated  at  the  lower  of cost or market, whereby
cost is determined using the average cost method.

   d.  Property and Equipment

   Property and equipment is stated at cost less accumulated  depreciation and
amortization.    Depreciation  and  amortization  are  calculated  using   the
straight-line method over the assets' estimated useful lives, which range from
three to nineteen  years.  Property held under capital leases is stated at the
lower of the present  value  of  the  minimum  lease  payments at the lease or
market value and is amortized over the lease term or the estimated useful life
of the asset, whichever is shorter.

   Expenditures  for maintenance, repairs and minor renewals  are  charged  to
operating  expenses   as   incurred.    Major  renewals  and  betterments  are
capitalized.  Upon sale or disposal of depreciable  assets,  the  related cost
and  related  accumulated  depreciation  are  removed  from the accounts  with
resulting gains or losses being reflected as other income (expense).

   e.  Intangibles

   Goodwill  arose  from the acquisition of Shreveport Refrigeration  Inc.  in
July 1993 and is being  amortized  over  a  35  year period on a straight-line
basis.   The  Company assesses goodwill on a periodic  basis  using  operating
profits from the  Company's Northern region to measure whether or not goodwill
has been impaired.   Goodwill  at  August  31, 1996 and 1995 in the amounts of
$2,856,000 and $2,954,000, respectively (net  of  accumulated  amortization of
$274,000 and $177,000) is included in intangibles and other assets.

   f.  Preopening Expenses

   Preopening  expenses of new retail stores are deferred and amortized  on  a
straight-line basis  over  12  months following the opening of each new retail
store.  Preopening expenses at August  31,  1996  and  1995  in the amounts of
$175,000 and $1,074,000, respectively, are included in other current assets.

   g.  Deferred Revenues

   The  Company  sells extended warranty contracts which cover periods  beyond
the warranty period  covered  by the manufacturers' warranties.  During fiscal
year 1994, the Company recognized  contract  revenues  and  expenses  directly
related  to  the  sale  of contracts over the lives of the contracts based  on
historical patterns of expenses  incurred.   During  fiscal  1995, the Company
changed its method of accounting for these revenues and expenses  to recognize
extended warranty contract sales and the associated sales commissions over the
term   of   each   contract  on  a  straight-line  basis.   Expenses  such  as
administrative, advertising and repairs are charged to operations as incurred.
(See Note 2.)

   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.   Revenue  is recognized from the sale of these
contracts at the time of sale, net of any related  sales  commissions and fees
paid to the third party, as a component of net sales.

   h.  Income Taxes

   The  Company  accounts for income taxes in accordance with  SFAS  No.  109,
"Accounting for Income  Taxes".  SFAS No. 109 requires recognition of deferred
tax liabilities and assets  for the expected future tax consequences of events
that have been included in the financial statements or tax returns, as well as
requiring the gross-up of assets  and  liabilities for the effects of deferred
taxes in connection with purchase business  combinations.   Under this method,
deferred  tax  assets  and liabilities are determined based on the  difference
between the financial statement  and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which the differences are expected
to reverse.  The Company recognizes  deferred  tax assets if it is more likely
than not that a benefit will be realized.  Previously,  the  Company  reported
income taxes under Accounting Principles Board Opinion No. 11, "Accounting for
Income Taxes."  The adoption of SFAS No. 109 did not have a material effect on
the Company's financial statements.

   i.  Earnings per Share

   Earnings per share is computed using the weighted average number of  shares
of common stock and common stock equivalents outstanding during the year.

   j.  Statement of Cash Flows

   For  purposes  of  the  Statement  of Cash Flows, the Company considers all
highly liquid debt instruments purchased  with  an  original maturity of three
months or less to be cash equivalents.

   k.  Revenue Recognition

   Revenue is recognized at the time the customer either  takes  possession of
the merchandise or such merchandise is delivered to the customer.   Net sales,
which  includes  warranty  revenue, consist of gross sales less discounts  and
returns and allowances.

   l.  Advertising Costs

   Advertising costs are expensed as incurred and included in selling, general
and administrative expenses  in the accompanying statement of operations.  Net
advertising expense was $13.6  million, $14.0 million and $9.2 million for the
years ended August 31, 1996, 1995  and 1994, respectively.  These costs relate
to advertising the Company's name and  promoting  the  products  it  sells  in
newspapers and on radio and television.

   m.  Risk and Uncertainties

   The   diversity  of  the  Company's  products,  customers,  suppliers,  and
geographic operations significantly reduces the risk that a severe impact will
occur in the  near  term  as  a  result  of  changes  in  its  customer base,
competition, sources of supply or markets.

   Financial instruments which potentially expose the Company to concentration
of credit risk, as defined by SFAS No. 105, consist primarily of cash and cash
equivalents  and  accounts receivable.  The Company's cash equivalents consist
principally of overnight  investments with financial institutions which exceed
balances insured by the Federal  Deposit Insurance Corporation.  A significant
portion  of the Company's vendor related  receivables  are  with  its  leading
manufacturers.   Although the Company does not currently foresee a credit risk
associated with these  receivables,  repayment is dependent upon the financial
stability of these manufacturers.

   The  preparation  of  financial statements  in  conformity  with  generally
accepted accounting principles  requires  that  management  make estimates and
assumptions that affect the reported amounts of assets and liabilities  at the
date  of  the  financial  statements  and the reported amounts of revenues and
expenses during the reporting period.   Actual results could differ from these
estimates.

   n.  New Financial Accounting Standards

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

   o.  Fair Value of Financial Instruments

   Cash  and  cash  equivalents,  trade  accounts  receivable,  trade accounts
payable  and  accrued  liabilities  are  financial  instruments for which  the
carrying value approximates fair value because of the  short-term  maturity of
these  instruments.  Investments in marketable securities are carried at their
fair  market  value,  which  is  determined  using  quoted  market prices. The 
Company's  long-term   debt  approximates  fair  value  due  to  the  variable  
interest rates related to these instruments.

   p.  Reclassifications

   Certain  amounts  in  prior  years  have  been  reclassified  to conform to
classifications adopted in fiscal 1996.

2.  Change in Accounting

   In  the  third  quarter  of fiscal 1995, the Company changed its method  of
recognizing extended warranty  contract revenue and direct expenses, primarily
commissions paid for the sale of the contracts, from recognizing such revenues
and expenses over the life of the  contracts  based  on historical patterns of
expenses  incurred  to  the  straight-line  method.  The new  method,  adopted
effective September 1, 1994, is the alternative  prescribed  by  the Financial
Accounting Standards Board Technical Bulletin No 90-1, and is currently  being
used by the Company's major competitors.  The change was made due primarily to
continuing  changes in the Company's product mix and warranty expense patterns
that resulted  in  its  prior  method of amortizing extended warranty contract
revenue not always reflecting current patterns at which warranty expenses were
incurred.  This change in accounting has no impact on the Company's cash flow,
and expenses not directly associated  with  the  acquisition  of  the extended
warranty  contracts,  such  as  repair costs and administrative expenses,  are
expensed as they are incurred.

   The cumulative effect of change  in  accounting  principle in the amount of
$1,891,948  reflects  the  retroactive  effect of applying  the  straight-line
method  to prior years after reduction for  income  taxes  in  the  amount  of
$1,159,581.   For  purposes  of  comparability,  the  impact  of the change in
accounting principle was recorded through pro forma adjustments  for  the year
ended  August  31,  1994.  The pro forma adjustments related to the change  in
accounting principle assume application of the straight-line method of revenue
recognition retroactive to September 1, 1992.  (See Note 10).

3.  Property and Equipment:

   Property and equipment less accumulated depreciation and amortization is as
follows:
                                                          August 31,
                                                          ----------
                                                      1996          1995
                                                      ----          ----
    Land                                          $  7,646,594  $ 7,621,594
    Buildings (19 years)                            15,022,521   14,976,225
    Leasehold improvements (10 to 15 years)         11,793,602   11,669,524
    Furniture,  fixtures  and equipment 
       (5 to 7 years)                               15,153,794   14,442,821
    Automobiles and trucks (3 to 5 years)              506,713      497,428
                                                  ------------  -----------
                                                    50,123,224   49,207,592
    Less accumulated depreciation and    
       amortization                                 13,746,265    9,540,072
                                                  ------------  -----------
                                                  $ 36,376,959  $39,667,520
                                                  ============  ===========


   Depreciation  expense related to property and equipment for the years ended
August 31, 1996, 1995,  and  1994  was  $4.2  million,  $3.3  million and $1.6
million,  respectively.   Equipment  and vehicles with a cost of approximately
$798,000  was  held under capital lease  as  of  August  31,  1996  and  1995.
Accumulated  amortization   related   to   these   capital  lease  assets  was
approximately  $632,000  and  $521,000  as  of  August  31,   1996  and  1995,
respectively.

4.  Accounts Payable:

   Accounts payable include approximately $43.9 million and $48.7  million  as
of  August 31, 1996 and 1995, respectively, under "floor plan" agreements with
finance  companies.   These  floor  plan  agreements  have aggregate borrowing
limits  of  approximately  $123  million  and terms of 50 to  120  days.   The
agreements provide no specific termination  date  and  are  cancellable at the
option of either party.  Outstanding amounts pursuant to these  agreements are
collateralized  by  merchandise  inventory  and  certain  receivables  of  the
Company.   These  arrangements  contain  certain  restrictive  covenants which
require the Company to maintain certain tangible net worth, debt  and earnings
requirements.   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.

5.  Debt:

Long-term obligations
   Long-term  obligations  as  of  August  31, 1996 and 1995  consist  of  the
following:
                                                     August 31,
                                                     ----------
                                                 1996          1995
                                                 ----          ----
Long-term debt, with interest payable         
   at variable rates                          $20,521,182   $22,433,055
Capital lease obligations                         148,368       283,571
                                              -----------   -----------               
                                               20,669,550    22,716,626
          Less current maturities               2,478,179     2,459,266
                                              -----------   -----------
                                              $18,191,371   $20,257,360
                                              ===========   ===========

   Long-term  debt as of August 31, 1996 consisted of two term loans, one with
three banks and  the  other  with a financial institution.  The term loan with
the banks accrues 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.
Effective June 1, 1996, the  loan  agreement  with  the banks was amended such
that the term loan and the line of credit bear interest  at  the  Prime  Rate.
Outstanding  amounts  pursuant  to  this  agreement  are collateralized by the
Company's  real  estate.   The  outstanding principal balance  and  applicable
interest rate on this 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
of $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.
These  arrangements  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 restricts the Company from
paying dividends.  As of August 31, 1996, the Company  was  not  in compliance
with certain of these covenants, but the Company has secured waivers  of these
covenants  from the banks and the financial institution.  Long-term debt  also
consists of  two  notes  payable  to  a  former shareholder related to service
contracts.   See  footnote  8  for details on  the  notes  payable  to  former
shareholder.

   Subsequent to August 31, 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.  Management believes that it will be 
able  to  replace  the  line  of  credit  facility  and  to  repay  the amount 
outstanding on the term loan and any amount outstanding on the line of  credit
facility by August 31, 1997.

   Annual maturities on long-term debt and capital leases during the next five
years are as follows:

      Years Ending
       August 31,              Annual Maturity
      ------------             --------------- 
          1997                  $  2,478,179
          1998                    14,786,616
          1999                       808,373
          2000                       847,806
          2001                       912,548
       Thereafter                    836,028
                                ------------
                                $ 20,669,550
                                ============

   Also, as of August 31, 1996,  the Company has available to it a $10 million
line of credit as stipulated by the  loan  agreement  with the banks discussed
above.  This line of credit accrues interest at the same  interest rate as the
term loan; however, interest is payable monthly following the execution of the
line  of credit notes.  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.  The weighted average
interest rates applicable to short term borrowings during fiscal 1996 and 1995
were 8.02% and  8.01% , respectively.

6.  Lease Commitments:

   The  Company's  retail  operations  are  conducted  principally  in  leased
facilities under agreements which expire  at  various  dates through 2012.  In
addition to base rent, certain lease agreements require  the  Company  to  pay
executory  costs  such  as  real  estate  taxes,  utilities  and  common  area
maintenance.   For  certain  locations,  the  Company  pays  rent based upon a
specified percentage of sales.  Generally, the leases provide for renewals for
various  periods  at  stipulated  rates.   (See  Note  8 for a description  of
operating leases with related parties.)

   Future  minimum  lease  payments under the above non-cancellable  operating
leases as of August 31, 1996 are as follows:

         1997                                      $   4,936,384
         1998                                          4,324,895
         1999                                          4,218,904
         2000                                          4,255,505
         2001                                          4,308,493
         Thereafter                                   16,031,627
                                                   -------------
                                                   $  38,075,808
                                                   =============

   Rental expense, including  common  area  maintenance,  insurance  and  real
estate  taxes,  pursuant to the above operating leases, net of sublease rental
income, amounted  to approximately $5.7 million, $4.7 million and $3.0 million
for the years ended August 31, 1996, 1995 and 1994, respectively.


7.  Income Taxes:

   The components of the provision for income taxes for the years ended August
31, 1996, 1995 and 1994 are as follows:

                                            1996        1995        1994
                                            ----        ----        ----
Current                                 ($4,142,470) $2,234,244  $3,412,428
Deferred                                  3,388,470  (2,490,244)   (892,847)
                                        -----------  ----------  ----------
      Income tax expense (benefit)       ($754,000)  ($256,000)  $2,519,581
                                        ==========   =========   ==========

   The  provisions  (benefits) for income taxes as reported are different from
the provisions (benefits)  computed  by  applying the statutory federal income
tax rate.  The differences are reconciled as follows:


                                              1996        1995        1994
                                              ----        ----        ---- 
Federal income taxes at statutory rate     ($728,301)  ($441,743)  $2,269,934
State  income  taxes  net  of  federal
  benefit                                    (80,970)    (42,875)     249,647
Adjustment to prior year provision              ----     173,366         ----
Other                                         55,271      55,252         ----
                                           ---------   ---------   ----------
Income tax expense (benefit)               ($754,000)  ($256,000)   2,519,581
                                           =========   =========   ==========
Effective tax rate                             35.2%       19.7%        37.8%
                                           =========   =========   ========== 
                                           
   The  components  of  the  Company's net deferred tax asset as of August 31,
1996 and 1995 are as follows:

                                                  1996        1995
                                                  ----        ----
Deferred tax assets:
    Unrealized loss on marketable securities     116,100      81,830
      Receivables, net                         1,032,600   1,404,000
      Merchandise inventory                      785,500     505,000
      Deferred revenue                         3,502,800   4,805,981
      Alternative minimum tax credit             173,000       -----
      Cumulative  effect  of change in
        accounting principle - deferred
        revenue                                    -----   1,159,581
      Other
                                                 307,900     308,707
                                              ----------  ----------
      Total deferred tax asset                 5,917,900   8,265,099
                                              ----------  ----------
Deferred tax liabilities:
      Preopening costs                            66,000     405,804
      Property and equipment, net                924,300     161,748
      Trade discounts                            592,900       ----- 
      Other                                       67,700      76,347
                                              ----------  ----------
      Total deferred tax liabilities           1,650,900     643,899
Net deferred tax asset                        $4,267,000  $7,621,200
                                              ==========  ==========

   Of  the  gross  deferred  tax  assets at August 31, 1996 approximately $4.2
million  can  be  realized  by  carrybacks   or  offsetting  of  deferred  tax
liabilities.   Realization  is  dependent  on  generating   sufficient  future
earnings.  Although realization is not assured, management believes it is more
likely  than  not  that  all of the deferred tax asset will be realized.   The
amount of the deferred tax  asset  considered  realizable,  however,  could be
reduced in the near term if estimates of future earnings are reduced.


8.  Related Party Transactions:

   The Company conducts a portion of its  business  in  property leased by its
former majority shareholder.  During the years ended August 31, 1996, 1995 and
1994, the Company made payments to such former shareholder  (or  on  behalf of
such former shareholder) in the approximate amounts of $161,000, $189,000  and
$177,000, respectively, representing rentals under the above arrangements.

   Notes  payable  to former shareholder related to personal service contracts 
   were $569,782 and  $657,535 as of August 31, 1996  and 1995,  respectively. 
   These notes  accrue interest, payable  monthly, at 8.50%  and such interest 
   amounted to approximately $53,000, $60,000 and $225,000 during fiscal years 
   1996, 1995 and 1994, respectively.   On April 29, 1994, $2,769,678 was paid 
   to the former shareholder with proceeds from the secondary offering.

   A Director of the Company is the managing partner  of  the  law  firm which
serves  as the Company's general counsel.  During fiscal 1996, 1995 and  1994,
$173,000, $205,000 and $167,000, respectively, were paid in fees to this firm.

   The Company  engages  in certain business transactions with an entity owned
by its former majority shareholder.   This  entity is primarily engaged in the
sale and installation of automotive stereo equipment.   During the years ended
August 31, 1995 and 1994, the Company billed certain charges  to  this  entity
amounting  to approximately, $20,000 and $34,000, respectively.  These charges
consist primarily  of usage of the computer system.  The computer system usage
arrangement expired in August 1995.

9.  Employee Incentive Compensation and Benefit Plans

Stock Incentive Plan
   The Company has a  Stock  Incentive Plan (the "Plan"), which was adopted by
the Board of Directors in 1993,  for the benefit of officers and key employees
of the Company.  The Plan, as amended,  authorized  the  issuance of incentive
stock  options  covering up to 550,000 shares of common stock  exercisable  at
prices equal to the  fair  market  value  of  the  stock on the date of grant.
Options  generally  vest  ratably over five years, at the  discretion  of  the
Compensation Committee of the Board of Directors.

   The following is a summary  of  non-qualified  stock options activity under
the plan for the years ended August 31, 1996, 1995 and 1994:

                                      Number
                                    of Shares            Price Range
                                  -------------       ---------------- 
Balance at August 31, 1993               41,760          $6.88 - $6.88
  Granted                               202,500           8.25 - 13.25
  Exercised                                   0                    N/A
  Cancelled                             (14,388)          6.88 -  7.75
                                  -------------       ----------------
Balance at August 31, 1994              229,872           6.88 - 13.25
  Granted                               122,500          10.13 - 12.00
  Exercised                              (8,000)          6.88 -  9.00
  Cancelled                             (28,000)          9.00 - 12.13
                                  -------------       ----------------
Balance at August 31, 1995              316,372           6.88 - 13.25
  Granted                                96,000           2.06 -  2.88
  Exercised                                   0                    N/A
  Cancelled                            (160,115)          6.25 - 13.25
                                  -------------       ----------------
Balance at August 31, 1996              252,257          $2.06 -$13.25
                                  =============       ================ 
                                  
   At  August  31,  1996, vested options for 66,807 shares were exercisable at
prices  ranging from $2.06  to  $12.00  per  share  and  254,743  shares  were
available for additional option grants.

   In 1993, 35,000 restricted shares, which vest ratably over five years, were
issued in  accordance  with  this  Plan.   During  1996, the restricted shares
became  fully  vested when the compensation committee  waived  the  respective
vesting requirements.   Compensation  expense  of $67,500, $74,250 and $47,250
relating to the restricted shares was recorded during  the  fiscal years ended
August 31, 1996, 1995 and 1994, respectively.

401(k) Savings Plan
   The  Company  has  adopted  a  401(k)  Savings  Plan  for  the  benefit  of
substantially all employees.  The Plan provides for both employee and employer
contributions.  The Company matches 25% of the employee's contribution limited
to  1.0%   of  the  employee's annual compensation subject to limitations  set
annually by the Internal  Revenue  Service.   The Company's contributions were
approximately $69,000 and $45,000 for the years  ended  August  31,  1996  and
1995, respectively.

10.  Pro Forma Information (Unaudited)

Pro Forma Adjustments
   The  pro  forma  adjustments  related to the change in accounting principle
assume application of the straight-line method of warranty revenue recognition
retroactive to September 1, 1992.   The  pro  forma  adjustment related to the
change  in  accounting  principle in 1994 reduced net income  as  reported  by
$421,865.  The effect of  the  change  in  accounting principle in 1995 was to
decrease net income by approximately $860,000 ($0.15 per share).

11.  Other Matters:

Treasury Stock
   In conjunction with the repayment of the  note  to  former shareholder, the
Company  cancelled  410,714 shares of the treasury stock in  1994  which  were
being used as collateral for the note.

Private Label Credit Card Agreement
   The Company has an  agreement  whereby an independent credit card bank  has
agreed to provide financing to qualified customers of  the  Company  under the
Company's  "Campo"  store  private  label  credit card program.  The agreement
provides for a financing line of up to $125  million  and  the  Company  earns
promotional and other fees as a part of this agreement.

12.  Contingent Liabilities:

   In  the normal course of business, the Company is involved in various legal
proceedings.  Based upon the Company's evaluation of the information presently
available,  management  believes  that  the  ultimate  resolution  of any such
proceedings will not have a material adverse effect on the Company's financial
position, liquidity or results of operation.


                                         PART IV

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

(a)      The following documents are filed as part of this report:

         1.    Financial Statements

               The Company's financial statements listed below have been filed
               as part of this report:
 
                                                                          Page
                                                                          ----
               Report of Independent Accountants..........................  27
               Balance Sheets as of August 31, 1996 and 1995..............  28
               Statements  of Operations for the Years Ended 
                 August 31, 1996, 1995 and 1994...........................  29
               Statements of Shareholders' Equity for the Years 
                 Ended August 31, 1996, 1995 and 1994.....................  30
               Statements of Cash Flows for the Years Ended 
                 August 31, 1996, 1995 and 1994...........................  31
               Notes to Financial Statements..............................  32

         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   By-laws of the Company,(1) as amended by Amendment No. 2 to the
               By-laws adopted October 30, 1995.(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  Services Agreement dated June 29, 1992 by and between Giant TC,
               Inc. and Mobile-One Auto Sound, Inc., as amended  December  30,
               1992.(1)

         10.7  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)

         10.8  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  Compensation  Plan
               dated January 12, 1996.

         10.9  Form of Indemnity Agreement  by  and between Giant TC, Inc. and
               each  of Anthony P. Campo, Joseph E.  Campo,  Barbara  Treuting
               Casteix,  Dr.  Mervin  Trail,  M.D.,  Rex O. Corley, Jr. and L.
               Ronald Forman.(1)

         10.10 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.

         10.11 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.

         10.12 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)

         10.13 Loan Agreement dated August 30, 1995 by  and  between  Hibernia
               National  Bank and Campo Electronics, Appliances and Computers,
               Inc.(7), 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.(8), 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.*

         10.14 Loan Agreement  dated  August  30, 1995 by and between Met Life
               Capital  Corporation  and  Campo  Electronics,  Appliances  and
               Computers, Inc.(7)

         10.15 Sale Agreement dated August 30, 1995  by  and  between  Federal
               Warranty  Service Corporation and Campo Electronics, Appliances
               and Computers, Inc.(7)

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

         10.17 Campo Electronics, Appliances and Computers, Inc. Severance Pay
               Plan dated as of August 29, 1996.

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

         27    Financial Data Schedule*
__________
*  Filed herewith.  All other exhibits have been previously filed.
(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 May 31, 1995.
(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, 1995.
(8)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

            There were no reports  on  Form  8-K  filed during the three month
period ended August 31, 1996.

(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.


                                        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 13, 1996                   By: /s/ WAYNE J. USIE
                                               _______________________________                
                                                        Wayne J. Usie
                                                 Chief Financial Officer and
                                                          Secretary



                                EXHIBIT INDEX
                                -------------

Exhibit                                                                  Page
No.                            Description                                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   By-laws of the Company,(1) as amended by Amendment No. 2 to the
      By-laws adopted October 30, 1995.(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  Services Agreement dated June 29, 1992 by and between Giant TC,
      Inc. and Mobile-One Auto Sound, Inc., as amended  December  30,
      1992.(1)

10.7  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)

10.8  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  Compensation  Plan
      dated January 12, 1996.

10.9  Form of Indemnity Agreement  by  and between Giant TC, Inc. and
      each  of Anthony P. Campo, Joseph E.  Campo,  Barbara  Treuting
      Casteix,  Dr.  Mervin  Trail,  M.D.,  Rex O. Corley, Jr. and L.
      Ronald Forman.(1)

10.10 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.

10.11 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.

10.12 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)

10.13 Loan Agreement dated August 30, 1995 by  and  between  Hibernia
      National  Bank and Campo Electronics, Appliances and Computers,
      Inc.(7), 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.(8), 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.*

10.14 Loan Agreement  dated  August  30, 1995 by and between Met Life
      Capital  Corporation  and  Campo  Electronics,  Appliances  and
      Computers, Inc.(7)

10.15 Sale Agreement dated August 30, 1995  by  and  between  Federal
      Warranty  Service Corporation and Campo Electronics, Appliances
      and Computers, Inc.(7)

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

10.17 Campo Electronics, Appliances and Computers, Inc. Severance Pay
      Plan dated as of August 29, 1996.

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

27    Financial Data Schedule*
__________
*  Filed herewith.  All other exhibits have been previously filed.
(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 May 31, 1995.
(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, 1995.
(8)Incorporated by reference  from the Company's Quarterly Report on Form 10-Q
   for the fiscal quarter ended May 31, 1996.




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