
<PAGE>
Exhibit 10.3
                    FIRST AMENDMENT TO CREDIT AGREEMENT


  THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment"), dated as
of December 21, 1995, is entered into among CompUSA Inc., a Delaware
corporation ("Borrower"), the banks listed on the signature pages hereof
(collectively, the "Lenders"), and NationsBank of Texas, N.A., as
Administrative Lender (in said capacity, the "Administrative Lender").


                                 BACKGROUND

  
A.  Borrower, Lenders and Administrative Lender heretofore entered into that
certain Credit Agreement, dated as of June 16, 1995 (the "Credit Agreement";
the terms defined in the Credit Agreement and not otherwise defined herein
shall be used herein as defined in the Credit Agreement).

  B.     Borrower, Lenders and Administrative Lender desire to make an
amendment to the Credit Agreement.

  NOW, THEREFORE, in consideration of the covenants, conditions and
agreements
hereafter set forth, and for other good and valuable consideration, the
receipt and adequacy of which are all hereby acknowledged, Borrower, Lenders
and Administrative Lender covenant and agree as follows:

  1.     AMENDMENT TO CREDIT AGREEMENT.  Section 7.6 of the Credit Agreement
is hereby amended to read as follows:

    "Section 7.6   Restricted Payments.  The Borrower shall not, and shall
not
permit any Subsidiary to, directly or indirectly declare, pay or make any
Restricted Payments; provided, however, (a) any Subsidiary may declare and
pay
Dividends to the Borrower or another Subsidiary, (b) the Borrower may make
loans to directors, officers and employees of Borrower and its Subsidiaries
during any Fiscal Year (calculated net of loan repayments), together with the
Guaranty of Indebtedness of directors, officers and employees permitted
pursuant to Section 
  7.5 hereof during such Fiscal Year, in an aggregate amount not to exceed
$1,000,000, and
  (c) the Borrower may make Treasury Stock Purchases of its shares of capital
stock for an aggregate consideration not to exceed $30,000,000; provided,
further, however, the Borrower shall not pay or make any such Restricted
Payment set forth in clause (b) or (c) above unless there shall exist no
Default prior to or after giving effect to any such proposed Restricted  
Payment."




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  2.     REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT.  By its
execution and delivery hereof, Borrower represents and warrants that, as of
the date hereof and after giving effect to the amendment contemplated by the
foregoing Section 1:

  (a)    the representations and warranties contained in the Credit Agreement 

are true and correct on and as of the date hereof as made on and as of such
date;

  (b)    no event has occurred and is continuing which constitutes a Default
or an Event of Default;

  (c)    Borrower has full power and authority to execute and deliver this
First Amendment and the Credit Agreement, as amended hereby,  constitute the
legal, valid and binding obligations of Borrower, enforceable in accordance
with their respective terms, except as enforceability may be limited by
applicable debtor relief laws and by general principles of equity (regardless
of whether enforcement is sought in a proceeding in equity or at law) and
except as rights to indemnity may be limited by federal or state securities
laws; and

  (d)    no authorization, approval consent, or other action by, notice to,
or
filing with, any governmental authority or other Person, is required for the
execution, delivery or performance by Borrower of this First Amendment or the
acknowledgement of the First Amendment by any Guarantor.

  3.     CONDITIONS OF EFFECTIVENESS.  This First Amendment shall be
effective
as of December 21, 1995, subject to the following:

  (a)    Administrative Lender shall have received counterparts of this First
Amendment executed by Determining Lenders;

  (b)    Administrative Lender shall have received counterparts of this First
Amendment executed by Borrower and acknowledged by each Guarantor; and

  (c)    Administrative Lender shall have received, in form and substance
satisfactory to Administrative Lender and its counsel, such other documents,
certificates and instruments as Administrative Lender shall require.

  4.     GUARANTOR'S ACKNOWLEDGMENT.  By signing below, each of the
Guarantors
acknowledges this First Amendment and agrees that its obligations in respect
of its Subsidiary Guaranty are not released, modified, impaired or affected
in
any manner by this First Amendment or any of the provisions contemplated
herein.

  5.     REFERENCE TO THE CREDIT AGREEMENT.

  (a)    Upon the effectiveness of this First Amendment, each reference in
the
Credit Agreement to "this Agreement", "hereunder", or words of like import
shall mean and be a reference to the Credit Agreement, as affected and
amended
by this First Amendment.

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  (b)    The Credit Agreement, as amended by this First Amendment, and all
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.

  6.     COSTS, EXPENSES AND TAXES.  Borrower agrees to pay on demand all
costs and expenses of each Lender in connection with the preparation,
reproduction, execution and delivery of this First Amendment and the other
instruments and documents to be delivered hereunder (including the reasonable
fees and out-of-pocket expenses of counsel for each Lender with respect
thereto and with respect to advising each Lender as to its rights and
responsibilities under the Credit Agreement, as amended by this First
Amendment).

  7.     EXECUTION IN COUNTERPARTS.  This First Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument.

  8.     GOVERNING LAW:  BINDING EFFECT.  This First Amendment shall be
governed by and construed in accordance with the laws of the State of Texas
and shall be binding upon Borrower and each Lender and their respective
successors and assigns.

  9.     HEADINGS.  Section headings in this First Amendment are included
herein for convenience of reference only and shall not constitute a part of
this First Amendment for any other purpose.

  10.    ENTIRE AGREEMENT.  THE CREDIT AGREEMENT, AS AMENDED BY THIS FIRST
AMENDMENT AND ALL PRIOR AMENDMENTS, AND THE OTHER LOAN DOCUMENTS REPRESENT
THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.





                 REMAINDER OF PAGE LEFT INTENTIONALLY BLANK


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  IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as
the date first above written.

                                  CompUSA Inc.



                                  By:  /s/ James E. Skinner                 
                                       ----------------------------------
                                       James E. Skinner
                                       Executive Vice President, CFO


                                  NATIONSBANK OF TEXAS, N.A.
                                  as Administrative Lender and as a Lender



                                  By:  /s/ Donald L. Harrison, Jr.       
                                       ------------------------------------   
                                       Name: Donald L. Harrison, Jr.        
                                       Title: SVP                           


                                  FIRST INTERSTATE BANK OF TEXAS,
                                  N.A.



                                  By:  /s/ Connor J. Duffey                
                                       ------------------------------------- 
                                       Name: Connor J. Duffey               
                                       Title: Vice President                


                                  UNITED STATES NATIONAL BANK OF
                                  OREGON



                                  By:  /s/ Blake R. Howells                 
                                       --------------------------------------
                                       Name: Blake R. Howells               
                                       Title: Vice President                


                                  WELLS FARGO BANK, N.A.






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                                  By:  /s/ Kellie DeWhitt                   
                                       -------------------------------------
                                       Name: Kellie DeWhitt                 
                                       Title: Vice President                


                                  BANK ONE, TEXAS, N.A.



                                  By:  /s/ Richard L. Rogers                
                                       --------------------------------------
                                       Name: Richard L. Rogers              
                                       Title: FVP                           


ACKNOWLEDGED AND AGREED:

COMPFINANCE INC.



By: /s/ Joan L. Dobrzynski        
    ---------------------------
    Joan L. Dobrzynski
    President


COMPSERVICE INC.



By: /s/ Joan L. Dobrzynski        
    ---------------------------
    Joan L. Dobrzynski
    President







