
<PAGE>
 
As filed with the Securities and Exchange Commission on July 3, 1996.
                                                       Registration No. 33-99280
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                _______________
                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                                _______________
                                  CompUSA Inc.
             (Exact name of registrant as specified in its charter)

         Delaware                                     75-2261497
(State or other jurisdiction of         (I.R.S. employer identification number)
incorporation or organization)

                           14951 North Dallas Parkway
                              Dallas, Texas 75240
                    (Address of principal executive offices)
                                _______________
                    CompUSA Inc. Deferred Compensation Plan
                            (Full title of the Plan)
                                _______________

                                JAMES F. HALPIN
                                   President
                           14951 North Dallas Parkway
                              Dallas, Texas  75240
                    (Name and address of agent for service)

                                 (214) 982-4000
         (Telephone number, including area code, of agent for service)
                                _______________
                                    COPY TO:
                                 FRED W. FULTON
                            Jackson & Walker, L.L.P.
                                901 Main Street
                                   Suite 6000
                              Dallas, Texas  75202
                                 (214) 953-5894

    APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLAN:
     From time to time after this Registration Statement becomes effective.
<PAGE>
 
PROSPECTUS

                                  COMPUSA INC.
                                 520,000 SHARES
                                       OF
                                 COMMON STOCK*

          This Prospectus has been prepared by CompUSA Inc., a Delaware
corporation (the "Company"), for use upon resale by certain directors, officers
and employees of the Company (the "Selling Stockholders") of up to approximately
520,000 shares of the Company's common stock, par value $.01 per share ("Common
Stock").  The Selling Stockholders have acquired and/or may in the future
acquire shares of Common Stock from the Company upon conversion of a right to
receive deferred compensation under the CompUSA Inc. Deferred Compensation Plan
(the "Plan").

          The Common Stock may be sold from time to time by the Selling
Stockholders or permitted transferees.  Such sales may be sold on one or more
exchanges, including the New York Stock Exchange ("NYSE"), in the over-the-
counter market or in negotiated transactions, in each case at prices and at
terms then prevailing or at prices related to the then current market price or
at negotiated prices and terms.  See "Plan of Distribution."  Upon any sale of
the Common Stock offered hereby, the Selling Stockholders or permitted
transferees and participating agents, brokers, dealers and marketmakers may be
deemed to be underwriters as that term is defined in the Securities Act of 1933,
as amended (the "Securities Act"), and commissions or discounts or any profit
realized on the resale of such securities purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.

          The Common Stock is listed for trading on the NYSE under the symbol
"CPU."  On July 2, 1996, the last reported sale price of the Common Stock, as
reported on the NYSE, was $37-3/4.  The Company will pay all expenses in
connection with this offering, which are estimated to be approximately $22,000.

* This figure is an estimate.  The Company has filed a Registration Statement on
  Form S-8, Registration Number 33-99280 (of which this Prospectus is a part),
  which Registration Statement covers the sale by the Company of deferred
  compensation obligations of the Company under the Plan and the shares of
  Common Stock issuable in certain circumstances upon exercise of a right to
  receive shares of Common Stock as deferred compensation under the Plan.  This
  Prospectus covers the resale by the Selling Stockholders of an indeterminate
  number of shares of Common Stock acquired or that may be acquired by the
  Selling Stockholders upon exercise of such right.

                               _________________

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

                 The date of this Prospectus is July 3, 1996.
<PAGE>
 
                                 AVAILABLE INFORMATION

          The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and
at Seven World Trade Center, Suite 1300, New York, New York 10048.  Copies of
such materials can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.  The Common Stock is listed on the NYSE.  Reports, proxy statements and
other information concerning the Company can also be inspected and copied at the
offices of the NYSE at 20 Broad Street, New York, New York 10005.

          This Prospectus constitutes part of a Registration Statement on Form
S-8 (the "Registration Statement") filed by the Company with the Commission
under the Securities Act.  This Prospectus omits certain of the information
contained in the Registration Statement and the exhibits thereto, in accordance
with the rules and regulations of the Commission.  For further information
concerning the Company and the Common Stock, reference is made to the
Registration Statement and the exhibits filed therewith, which may be inspected
without charge at the office of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and copies of which may be obtained from the Commission
at prescribed rates.  Any statements contained herein concerning the provisions
of any documents are not necessarily complete, and, in each instance, reference
is made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission.  Each such statement is
qualified in its entirety by such reference.

          The Company's principal executive offices are located at 14951 North
Dallas Parkway, Dallas, Texas 75240, and the Company's telephone number is (214)
982-4000.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated by reference in this Prospectus:

      (i) Annual Report on Form 10-K for the year ended June 24, 1995;

     (ii) Quarterly Report on Form 10-Q for the quarter ended September 23,
          1995;

     (iii)  Quarterly Report on Form 10-Q for the quarter ended December 23,
          1995;

                                      -2-
<PAGE>
 
     (iv)  Quarterly Report on Form 10-Q for the quarter ended March 23, 1996;

     (v)   Current Report on Form 8-K, filed with the Commission on May 20, 
           1996;

     (vi)  Current Report on Form 8-K, filed with the Commission on June 14, 
           1996; and

     (vii) The description of the Company's Common Stock contained in the
           Company's Registration Statement on Form 8-A/A (No. 1-11566) filed
           November 14, 1995, as amended.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date
of this Prospectus and prior to the termination of this offering (the
"Offering") shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated by reference shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein or in any
accompanying prospectus supplement modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

     The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request, a copy of any or all
of the documents incorporated herein by reference (without exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents).  Requests should be directed in writing to CompUSA Inc., 14951
North Dallas Parkway, Dallas, Texas 75240, Attention:  Assistant Secretary, or
by telephone at (214) 982-4000.


                                USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of the Common Stock
offered hereby.


                              SELLING STOCKHOLDERS

     Information relating to the Selling Stockholders will be provided by
Prospectus Supplement.


                              PLAN OF DISTRIBUTION

     The Common Stock offered hereby may be sold from time to time by the
Selling Stockholders or permitted transferees.  The Common Stock may be disposed
of from time to time in one or more transactions through any one or more of the
following:  (i) to purchasers directly, (ii) in ordinary brokerage transactions
and transactions in which the broker solicits purchasers, (iii) through
underwriters or dealers who may receive compensation in the form of

                                      -3-
<PAGE>
 
underwriting discounts, concessions or commissions from the Selling Stockholders
or permitted transferees and/or from the purchasers of the Common Stock for whom
they may act, (iv) the writing of options on the Common Stock, (v) the pledge of
the Common Stock as security for any loan or obligation, including pledges to
brokers or dealers who may, from time to time, themselves effect distributions
of the Common Stock or interests therein, (vi) purchases by a broker or dealer
as principal and resale by such broker or dealer for its own account pursuant to
this Prospectus, (vii) a block trade in which the broker or dealer engaged in
such block trade will attempt to sell the Common Stock as agent but may position
and resell a portion of the block as principal to facilitate the transaction and
(viii) an exchange distribution in accordance with the rules of the applicable
exchange, or in transactions in the over the counter market.  Such sales may be
made at prices and at terms then prevailing or at prices related to the then
current market price or at negotiated prices and terms.  In effecting sales,
brokers or dealers may arrange for other brokers or dealers to participate.  The
Selling Stockholders or permitted transferees and any underwriters, brokers,
dealers or agents that participate in the distribution of the Common Stock may
be deemed to be "underwriters" within the meaning of the Securities Act and any
profit on the sale of the Common Stock by them and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents may be
deemed to be underwriting commissions or discounts under the Securities Act.  In
addition, while this Prospectus covers the offering and sale of the securities
noted above, such securities may also qualify for sale pursuant to Rule 144
promulgated under the Securities Act ("Rule 144"), and accordingly such
securities may be sold under Rule 144 rather than pursuant to this Prospectus.

     The Company will pay all of the expenses incident to the offering and sale
of the Common Stock to the public other than underwriting discounts or
commissions, brokers' fees and the fees and expenses of any counsel to the
Selling Stockholders related thereto.


                                 LEGAL MATTERS

     Certain legal matters in connection with the validity of the Common Stock
offered hereby have been passed upon by Jackson & Walker, L.L.P., Dallas, Texas.


                                    EXPERTS

     The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended June 24, 1995, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference.  Such
consolidated financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the Commission) given
upon the authority of such firm as experts in accounting and auditing.

                                      -4-
<PAGE>
 
                                INDEMNIFICATION

     The Company is a Delaware corporation and the Delaware General Corporation
Law (the "Delaware Law") empowers a corporation organized thereunder to
indemnify its directors and officers or former directors and officers and to
purchase insurance with respect to liability arising out of their capacity or
status as directors and officers.

     Reference is made to Article VII of the Company's Restated and Amended
Bylaws, which provides for indemnification of directors and officers except as
to certain circumstances and except as provided by applicable law.

     Additionally, Article VI ("Article VI") of the Company's Restated and
Amended Certificate of Incorporation limits the personal liability of directors
of the Company to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, notwithstanding any provision of law
imposing such liability; provided that to the extent required from time to time
by applicable law, Article VI shall not eliminate or limit the liability of a
director, to the extent such liability is provided by applicable law, (i) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of Title 8 of
the Delaware Law, or (iv) for any transaction from which the director derived an
improper personal benefit.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

                                      -5-
<PAGE>
 
    No dealer, salesperson or other person
has been authorized to give any information
or to make any representation not contained
in this Prospectus in connection with the
offering made hereby and, if given or
made, such information or representation
must not be relied upon as having been
authorized by the Company.  This
Prospectus does not constitute an offer to         COMPUSA INC.
sell or a solicitation of an offer to buy any
securities in any jurisdiction to any person
to whom it would be unlawful to make
such an offer or solicitation in such
jurisdiction.  Neither the delivery of this        520,000 SHARES
Prospectus nor any sale made hereunder             COMMON STOCK
shall, under any circumstances, create any
implication that the information contained
herein is correct as of any time subsequent
to the date hereof or that there has been no
change in the affairs of the Company since
such date.
 
 
 
TABLE OF CONTENTS                                     PROSPECTUS
                                                      July 3, 1996

                                         Page
Incorporation of Certain Documents
 by Reference..........................   2
Use of Proceeds........................   3
Selling Stockholders...................   3
Plan of Distribution...................   3
Legal Matters..........................   4
Experts................................   4
Indemnification........................   5
 



468628.03/D
<PAGE>
 
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by the Company, are incorporated herein
by reference and made a part hereof: (i) Annual Report on Form 10-K for the year
ended June 24, 1995; (ii) Quarterly Report on Form 10-Q for the quarter ended
September 23, 1995; (iii) Quarterly Report on Form 10-Q for the quarter ended
December 23, 1995; (iv) Quarterly Report on Form 10-Q for the quarter ended
March 23, 1996; (v) Current Report on Form 8-K, filed with the Commission on May
20, 1996; (vi) Current Report on Form 8-K, filed with the Commission on June 14,
1996; and (vii) the description of the Company's common stock contained
in the Company's Registration Statement on Form 8-A/A (No. 1-11566) filed 
November 14, 1995, as amended.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on or subsequent to the date of this Registration Statement and prior to
the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company is a Delaware corporation and the Delaware General Corporation
Law (the "Delaware Law") empowers a corporation organized thereunder to
indemnify its directors and officers or former directors and officers and to
purchase insurance with respect to liability arising out of their capacity or
status as directors and officers.

                                      II-1
<PAGE>
 
     Reference is made to Article VII of the Company's Restated and Amended
Bylaws, which provides for indemnification directors and officers except as to
certain circumstances and except as provided by applicable law.

     Additionally, Article VI ("Article VI") of the Company's Restated and
Amended Certificate of Incorporation limits the personal liability of directors
of the Company to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, notwithstanding any provision of law
imposing such liability; provided that to the extent required from time to time
by applicable law, Article VI shall not eliminate or limit the liability of a
director, to the extent such liability is provided by applicable law, (i) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of Title 8 of
the Delaware Law, or (iv) for any transaction from which the director derived an
improper personal benefit.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.

Exhibit
 Number   Description of Exhibit
- --------  ----------------------

4(a)      Restated and Amended Certificate of Incorporation of the
          Registrant./(1)/

4(b)      Restated and Amended Bylaws of the Registrant./(2)/

4(c)      Specimen Common Stock Certificate (as amended)./(6)/

4(d)      Specimen 9 1/2% Senior Subordinated Note Due 2000./(3)/

                                      II-2
<PAGE>
 
4(e)      Indenture dated June 17, 1993 among CompUSA Inc., as Issuer, Compudyne
          Products, Inc., Compudyne Direct, Inc., CompFinance Inc., CompService
          Inc., as Guarantors and U.S. Trust Company of Texas, N.A., as Trustee
          relating to 9 1/2% Senior Subordinated Notes Due 2000./(4)/

4(f)      Rights Agreement dated April 29, 1994, between the Company and Bank
          One, Texas, N.A. as Rights Agent. (First Interstate Bank of Texas,
          N.A. became successor Rights Agent as of November 1, 1995)./(2)/

5         Opinion of Jackson & Walker, L.L.P./(1)/

15        None.

23(a)     Consent of Ernst & Young LLP/(5)/

23(b)     Consent of Jackson & Walker, L.L.P./(1)/

24        Power of Attorney./(1)/

25        None.

27        None.

28        None.

99(a)     CompUSA Inc. Deferred Compensation Plan (as amended). /(5)/

99(b)     CompUSA Inc. Deferred Compensation Trust (as amended)./(5)/
- -----------

(1)  Previously filed.
(2)  Previously filed as an exhibit to the Company's Quarterly Report on Form
     10-Q for the fiscal quarter ended March 26, 1994 and incorporated herein by
     reference.
(3)  Previously filed as an exhibit to the Company's Annual Report on Form 10-K,
     as amended, for the fiscal year ended June 26, 1993 and incorporated herein
     by reference.
(4)  Previously filed as an exhibit to Registration Statement No. 33-62884 on
     Form S-3 and incorporated herein by reference.
(5)  Filed herewith.
(6)  Previously filed as an exhibit to the Company's Quarterly Report on Form
     10-Q for the fiscal quarter ended December 23, 1995 and incorporated herein
     by reference.


ITEM 9.  UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

                                      II-3
<PAGE>
 
          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

                    (i) To include any prospectus required by section 10(a)(3)
          of the Securities Act;

                    (ii) To reflect in the prospectus any facts or events
          arising after the effective date of the registration statement (or the
          most recent post-effective amendment thereof), which, individually or
          in the aggregate, represent a fundamental change in the information
          set forth in the registration statement.  Notwithstanding the
          foregoing, any increase or decrease in volume of securities offered
          (if the total dollar value of securities offered would not exceed that
          which was registered) and any deviation from the low or high end of
          the estimated maximum offering range may be reflected in the form of
          the prospectus filed with the Commission pursuant to Rule 424(b) if,
          in the aggregate, the changes in volume and price represent no more
          than a 20% change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          registration statement;

                    (iii)  To include any material information with respect to
          the plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration

                                      II-4
<PAGE>
 
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-5
<PAGE>
 
                                   SIGNATURES

THE REGISTRANT

          Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas on
the 30th day of April, 1996.

                              CompUSA Inc.


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

                                      II-6
<PAGE>
 
          Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

        Signatures                      Title                    Date
- --------------------------  ------------------------------  --------------

                                  President, Chief
                                  Executive Officer         April 30, 1996
 /s/ James F. Halpin*               and Director
- --------------------------  (Principal Executive Officer)
 James F. Halpin
                              Executive Vice President
 /s/ James E. Skinner        and Chief Financial Officer    April 30, 1996
- --------------------------    (Principal Financial and
 James E. Skinner                Accounting Officer)
                                   Chairman of the          April 30, 1996
/s/ Giles H. Bateman*            Board of Directors
- -------------------------- 
 Giles H. Bateman
 
                                      Director              April 30, 1996
/s/ Kevin J. Roche*
- -------------------------- 
 Kevin J. Roche
 
                                      Director              April 30, 1996
/s/ Warren D. Feldberg*
- -------------------------- 
 Warren D. Feldberg
 
                                      Director              April 30, 1996
/s/ Leonard L. Berry*
- -------------------------- 
 Leonard L. Berry, Ph.D.
 
                                      Director              April 30, 1996
/s/ Lawrence Mittman*
- -------------------------- 
 Lawrence Mittman
 
/s/ Edith Weiner*                     Director              April 30, 1996
- -------------------------- 
 Edith Weiner
 
*By: /s/ James E. Skinner
     ________________________
     James E. Skinner
     ATTORNEY-IN-FACT

                                      II-7
<PAGE>
 
                               INDEX TO EXHIBITS


Exhibit No.         Exhibit                                        
- -----------         -------                                      

23(a)     Consent of Ernst & Young LLP /*/..........................

99(a)     CompUSA Inc. Deferred Compensation Plan (as amended). 
          /*/.......................................................

99(b)     CompUSA Inc. Deferred Compensation Trust (as amended) /*/
_________
*Filed herewith.
