
<PAGE>


   As filed with the Securities and Exchange Commission on July 24, 1996

                                                  Registration No. 333-_______
- -------------------------------------------------------------------------------

		     SECURITIES AND EXCHANGE COMMISSION
			   Washington, D.C. 20549



				  Form S-3
	   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               (I.R.S. Employer
 of incorporation or organization)            Identification No.)

			 14951 North Dallas Parkway
			     Dallas, Texas 75240
			       (214) 982-4000
      (Address, including zip code, and telephone number, including area
              code, of registrant's principal executive offices)

			       James F. Halpin
		    President and Chief Executive Officer
				CompUSA Inc.
			 14951 North Dallas Parkway
                               Dallas, Texas 75240
			       (214) 982-4000
(Name, address, including zip code, and telephone number, including area
                         code, of agent for service)

				  Copy to:

			  Thomas M. Cerabino, Esq.
			  Willkie Farr & Gallagher
			     One Citicorp Center
			    153 East 53rd Street
			   New York, NY 10022-4669
			       (212) 821-8000

    Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of the Registration Statement.

       If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. |_|

       If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|

       If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|________________

       If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|________________________

       If delivery of the  prospectus is expected to be made pursuant to Rule
434,  please check the following box.  |_|

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
- -------------------------------- ----------------- ------------------------ ------------------------ -------------------
    Title of Each Class of        Amount to be        Proposed Maximum         Proposed Maximum          Amount of
  Securities to be Registered       Registered       Offering Price Per       Aggregate Offering      Registration Fee
                                                          Share (1)                Price (1)
- -------------------------------- ----------------- ------------------------ ------------------------ -------------------
<S>                              <C>                    <C>                    <C>                     <C>
 Common Stock, $.01 par value       2,632,717              $34.00                 $89,512,378             $30,867
              (2)
- -------------------------------- ----------------- ------------------------ ------------------------ -------------------
</TABLE>

(1)  Calculated pursuant to Rule 457(c) on the basis of the average of the high
     and low sales price of the Company's Common Stock on July 23, 1996, on the
     New York Stock Exchange.

(2)  Includes rights to purchase Series A Junior Participating Preferred Stock,
     par value $.01 per share, of the Company. Prior to the occurrence of
     certain events, the purchase rights will not be exercisable or evidenced
     separately from shares of the Common Stock. No separate consideration is
     payable for the purchase rights and, as a result, no additional filing fee
     is required.

         The  Registrant  hereby  amends this  Registration  Statement on such
 date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
- -------------------------------------------------------------------------------


<PAGE>






INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.











<PAGE>1


		 Subject to Completion, dated July 24, 1996

PROSPECTUS

			      2,632,717 Shares
				CompUSA Inc.
				Common Stock
			      ($0.01 par value)

         This Prospectus relates to the proposed sale from time to time by
certain holders (the "Selling Stockholders") of up to 2,632,717 shares (the
"Shares") of Common Stock, par value $0.01 per share (the "Common Stock"), of
CompUSA Inc. ("CompUSA" or the "Company"). None of the proceeds from the sale of
the Shares by the Selling Stockholders will be received by the Company.

         The Shares may be offered from time to time for the account of the
Selling Stockholders in the amount and in the manner and on the terms and
conditions described herein. The sale of the Shares by the Selling
Stockholders may be effected in one or more transactions (which may include
block transactions) in the over-the-counter market, on the New York Stock
Exchange (the "NYSE") or other exchanges on which the Shares may be traded, in
privately negotiated transactions, through the writing of options on the
Shares (whether such options are listed on an options exchange or otherwise)
or by a combination of such methods of sale, at fixed prices that may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. Certain of the Selling
Stockholders may distribute their shares from time to time to their limited
and/or general partners, who may sell such shares pursuant to this Prospectus.
Each Selling Stockholder may pledge all or a portion of the Shares owned by
him or her as collateral in loan transactions. Upon default by such a Selling
Stockholder, the pledgee in such loan transaction would have the same rights
of sale as the Selling Stockholder under this Prospectus. Each Selling
Stockholder may also transfer shares owned by him by gift, and upon such
transfer the donee would have the same rights of sale as such Selling
Stockholder under this Prospectus.  See "Selling Stockholders" and "Plan of
Distribution."

         The Common Stock of the Company is traded on the NYSE under the
symbol "CPU." On July 23, 1996, the last sale price for the Common Stock as
reported by the NYSE was $32.625 per share.

         For a discussion of certain factors that should be considered by
prospective purchasers of the Common Stock offered hereby, see "Risk Factors"
commencing on page 6 of this Prospectus.

   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 Company has agreed to bear certain expenses (excluding any
underwriting fees, expenses, discounts or other costs payable to any
underwriter, broker or dealer) in connection with the registration and sale of
the Shares being offered by the Selling Stockholders, estimated to be
$104,117.  The Company has agreed to indemnify the Selling Stockholders
against certain liabilities, including certain liabilities under the
Securities Act of 1933, as amended (the "Securities Act").

         The Selling Stockholders and any broker-dealers or agents that
participate with the Selling Stockholders in the distribution of the Shares
may be deemed to be "underwriters" within the meaning of the Securities Act,
and any commissions received by them and any profit on the resale of the
Shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.

                 The date of this Prospectus is __________, 1996


<PAGE>2




         NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SUCH SECURITIES IN ANY CIRCUMSTANCES IN
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

                              AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (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. In addition, the Commission maintains a site on the
Internet World Wide Web, which can be accessed at http://www.sec.gov, and
which contains reports, proxy statements and other information regarding
registrants that file electronically with the Commission. 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.

                         ADDITIONAL INFORMATION

         The Company has filed with the Commission under the Securities Act a
Registration Statement on Form S-3 with respect to the shares of Common Stock
offered hereby, of which this Prospectus forms a part. This Prospectus omits
certain information contained in the Registration Statement, and reference is
made to the Registration Statement, including the exhibits thereto, for
further information with respect to the Company and the securities offered
hereby.  Statements contained in this Prospectus concerning the provisions of
such documents are necessarily summaries of such documents and each such
statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission. Copies of the Registration
Statement and the exhibits and schedules thereto may be inspected, without
charge, at the offices of the Commission, or obtained at prescribed rates from
the Public Reference Section of the Commission at 450 Fifth Street N.W.,
Washington, D.C.  20549.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company's Annual Report on Form 10-K for the fiscal year ended
June 24, 1995, the Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended September 23, 1995, December 23, 1995, and March 23, 1996, the
Company's Current Report on Form 8-K, dated May 16, 1996, the Company's
Current Report on Form 8-K, dated May 30, 1996 (including any amendments
thereto), and the description of the Company's Common Stock which is contained
in a Registration Statement on Form 8-A filed with the Commission on May 5,
1994, as amended by the Company's Registration Statement on Form 8-A/A, filed
with the Commission on November 14, 1995, and any amendment or reports filed
for the purpose of updating such description, are hereby incorporated by
reference in this Prospectus except as superseded or modified herein or
therein.

         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 after the
date of this Prospectus and prior to the termination of this offering (the

<PAGE>3


"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.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain statements under the captions "The Company" and "Risk
Factors" and elsewhere in this Prospectus and in the documents incorporated by
reference herein constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the
Company, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among other things, the
following: general economic and business conditions; variability of
operations; changes in product demand; the availability of products; changes
in competition; the ability of the Company to open and operate new stores and
enter new businesses on a profitable basis in accordance with its plans; real
estate market fluctuations; interest rate fluctuations; dependence on
manufacturers' product development; various inventory risks due to changes in
market conditions; business abilities and judgment of personnel; availability
of qualified personnel; changes in, or failure to comply with, governmental
regulations; ability to obtain adequate financing in the future; and other
factors indicated in this Prospectus and in the Company's filings with the
Commission incorporated by reference herein. See "Risk Factors." See the
Company's filings with the Commission for discussions identifying some
important factors that could cause actual results to vary materially from
those anticipated in the forward-looking statements made by the Company,
including but not limited to the respective "Management's Discussion and
Analysis of Financial Condition and Results of Operations" discussions in the
Company's Annual Report on Form 10-K for the fiscal year ended June 24, 1995,
and in the Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended September 23, 1995, December 23, 1995, and March 23, 1996, as well as
the respective "Commitments and Contingencies" notes of the "Notes to
Consolidated Financial Statements" included in such periodic reports.



<PAGE>4




                                   THE COMPANY

         The Company's fiscal year is a 52/53 week year ending on the last
Saturday of each June. As used herein, the terms "fiscal 1994," "fiscal 1995,"
"fiscal 1996" and "fiscal 1997" refer to the Company's fiscal years ended or
ending on June 25, 1994, June 24, 1995, June 29, 1996 and June 28, 1997,
respectively.

         CompUSA is a leading retailer and reseller of microcomputers and
related products and services, principally through its Computer Superstores(TM)
located throughout the United States. Although retail sales through its Computer
Superstores are the largest component of the Company's business, the Company
also engages in direct marketing to corporate, government and education
customers, mail order sales, training in software applications and technical
services.

         CompUSA opened its first retail store in April 1985 and its first
Computer Superstore in April 1988. The Company currently operates 106 Computer
Superstores in 50 major metropolitan markets in 33 states. The stores average
approximately 27,000 square feet and achieved average sales per square foot in
fiscal 1995 of $1,336. CompUSA's Computer Superstores offer several thousand
hardware, software, accessory and related products at competitive prices. The
Company's training and technical service businesses are operated primarily
through the stores. In addition, CompUSA has outbound sales and telemarketing
operations in each of its stores that make direct sales to corporate, government
and education customers. Certain of the Company's direct sales are fulfilled
through a central warehouse facility located in the Dallas/Fort Worth area. The
Company believes that its large format Computer Superstore concept, combined
with a high level of customer service and technical support and an innovative
merchandising strategy, provides the Company with advantages over its
competitors, enabling the Company to leverage its fixed investments more
effectively and to improve its profitability. In addition, the Company believes
that its Computer Superstores, coupled with its strategy to operate other
businesses through these stores, should position CompUSA to take advantage of
the growth opportunities and rapidly changing dynamics within the microcomputer
products and services industry.

         In May 1996, the Company acquired PCs Compleat, Inc. ("PCs Compleat"),
a leading direct reseller of brand-name microcomputers and peripherals. PCs
Compleat operates through a centralized facility with integrated telephone,
computer and distribution systems. The Company believes that the acquisition of
PCs Compleat provides a vehicle to more rapidly expand the Company's position in
the computer mail order business.

         The Company believes that its strong relationships with its vendors and
its high purchasing volume provide it with access to substantially all
microcomputer hardware, software, accessory and related products and allow it to
purchase nearly all of these products at or near the lowest price available.
Hardware products, which constitute over one-half of CompUSA's net sales,
include products from, among others, Apple, Canon, Compaq, Digital, Epson,
Hewlett-Packard, IBM, Maxtor, NEC, Packard Bell, Sony, Texas Instruments and
Toshiba. The Company also markets private label microcomputers and related
products under the Compudyne(R) brand. Software packages include products from
Broderbund, Claris, IBM, Intuit, Lotus, Microsoft, Novell and Symantec.
Accessories sold in the Company's stores include products from 3M, Avery,
Curtis, Daiseytek, Fellowes, Gemini, Hewlett-Packard, Iomega, Kensington,
Microsoft, O'Sullivan, Sony, U.S. Robotics and Western Digital.

         The Company's marketing strategy is designed to convey a user friendly,
service-oriented image while communicating CompUSA's customer service, breadth
and depth of selection and competitive pricing. For its retail customers, the
Company has established an advertising program based on chain-wide color
preprint newspaper inserts that emphasize particular products and highlight the
Company's mail order telephone number, 1-800-COMPUSA. For direct sales to
corporate, government and education customers, the Company primarily uses
television, radio and print advertising to increase awareness of its direct
sales capabilities and to support the outbound marketing operations in each of
its stores.

         CompUSA's store expansion strategy is to continue its geographic
diversification throughout the United States in markets that fit the Company's
expansion criteria. The Company opened 20 new stores in fiscal 1996 and plans to
open approximately 25 to 30 new stores in fiscal 1997. The Company expects that
approximately one-half

<PAGE>5


of its new stores in fiscal 1997 will open in existing markets and approximately
one-half will open in new markets. A majority of the new stores will be based on
the current store prototype of approximately 27,000 square feet, although the
Company plans to open some smaller stores designed for markets less populated
than CompUSA's traditional markets.

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




<PAGE>6




                                  RISK FACTORS

         In addition to the other information contained in this Prospectus,
prospective investors should consider carefully the factors listed below in
evaluating an investment in the Shares.

Reliance on Successful Expansion

         CompUSA's success is dependent to a significant degree upon its ability
to open and operate new stores profitably, particularly in new markets, to
increase sales at existing stores and in existing businesses and to enter new
businesses on a profitable basis. The Company's performance is also dependent to
a significant degree upon its ability to hire, train and integrate qualified
employees into its operations and, particularly because the Company operates on
a high-volume, low-margin basis, upon its ability to manage and control both the
anticipated growth and the expanded operations of a larger business. The Company
opened 20 new stores in fiscal 1996 and plans to open approximately 25 to 30 new
stores in fiscal 1997. There can be no assurances that the Company will be able
to locate and obtain favorable store sites to meet its expansion goals, resolve
zoning and other regulatory issues relating to those sites, attract and retain
competent personnel, open new stores on a timely and cost-efficient basis or
operate the new and existing stores on a profitable basis. CompUSA plans to open
new stores in existing markets, which may result in the diversion of sales from
existing stores and thus some reduction in comparable store sales.

Quarterly Fluctuations; Variability of Operations

         The Company's quarterly results of operations may fluctuate
significantly as the result of the timing of the opening of, and the amount of
net sales contributed by, new stores and the timing of costs associated with the
selection, leasing, construction and opening of new stores, as well as seasonal
factors, product introductions and changes in product mix. CompUSA believes that
its business is seasonal, with sales and earnings being relatively lower during
the first and fourth fiscal quarters than in the second and third fiscal
quarters. In addition, excluding the effects of new store openings, the
Company's inventories and related short-term financing needs have been seasonal,
with the greatest requirements occurring during its second fiscal quarter. The
Company's operating results may also be affected by changes in economic
conditions in the markets where its stores are located, as well as by weather
and other natural conditions.

         The Company's operating results in recent years have been highly
variable. In this regard, the Company had a net loss of $16.8 million in fiscal
1994, net income of $23.0 million in fiscal 1995 and net income of $45.5 million
for the first three quarters of fiscal 1996. The Company's business remains
volatile, and there can be no assurances that the Company's recent operating
results are indicative of future performance.

Dependence on Product Development

         CompUSA's operating results are, and will continue to be, subject in
part to the introduction and acceptance of new products in the microcomputer
hardware and software industry. For example, consumer demand may be affected by
the successful introduction, or lack thereof, of new hardware, peripherals and
software packages. Any decline in demand, which could be caused by lack of
successful product development, delays in product introductions, product related
difficulties or lack of consumer acceptance, could adversely affect the growth
rate of sales of microcomputer products and services and could adversely affect
the Company's operating results.

Industry and Competition

         The microcomputer industry is undergoing significant change. Rapid
technological advances, in combination with an increasingly computer literate
population, have increased the use and popularity of microcomputers, resulting
in the emergence and growth of a variety of distribution channels. The Company
believes that customers, having gained familiarity with microcomputers, require
less assistance in making their purchasing decisions and have become
increasingly price sensitive. At the same time, intense competition for market
share has forced hardware and accessory manufacturers, along with software
vendors, to reduce prices and

<PAGE>7


seek new channels through which to sell their products. These factors have
resulted in widespread and intense competition among microcomputer product
resellers. In each of its businesses, CompUSA competes with a large number and
variety of competitors, some of whom are larger and have substantially greater
resources than the Company. There can be no assurances that changes in the
competitive environment or strategic direction of the microcomputer industry
would not have a material adverse effect on the Company.

         CompUSA believes that the major competitive factors in its businesses
include customer service, product availability and selection, price, technical
support, and marketing and sales capabilities. The Company's utilization of
trained personnel and the ability to use national and local advertising media
are important to the Company's ability to compete in its businesses. CompUSA
would be adversely affected if its competitors were to offer their products or
services at significantly lower prices or if the Company were unable to obtain
products in a timely manner for an extended period of time. Given the highly
competitive nature of each of its businesses, no assurances can be given that
the Company will continue to compete successfully with respect to the factors
referenced above.

Management Information Systems

         Because CompUSA operates on a high-volume, low-margin basis, the
Company's success is dependent to a significant degree upon the accuracy and
proper utilization of its management information systems. For example, the
Company's ability to manage its inventories, accounts receivable and accounts
payable, and to price its products appropriately, depends upon the quality and
utilization of the information generated by its management information systems.
In addition, the success of the Company's expansion plans is dependent to a
significant degree upon its management information systems. The failure of the
Company's management information systems to adapt to business needs resulting
from, among other things, expansion of its store base and the further
development of its various businesses, could have a material adverse effect on
the Company.

Reliance on Vendors

         The Company has maintained long-term relationships with vendors but
does not have material long-term contracts or commitments with any of them.
Brand names and individual products are important to the Company's business.
Purchases of products from Hewlett-Packard Company constituted in excess of 10%
of the Company's aggregate purchases for fiscal 1995. Although CompUSA believes
that competitive sources of supply are currently available in substantially all
of the merchandise categories the Company carries, the loss of a key vendor
could have a material adverse effect on the Company if, as a result, certain
merchandise were not available in adequate supply or at competitive prices.
Vendors provide the Company with substantial incentives in the form of
discounts, rebates, credits, inventory financing programs, return privileges and
cooperative advertising and market development funds. A reduction in or
discontinuance of trade credit or any of the foregoing incentives, or
significant delays in receiving them, could have a material adverse effect on
the Company.

Dependence on Senior Management

         CompUSA's future performance will depend to a significant degree upon
the efforts and abilities of certain members of senior management, in particular
those of James F. Halpin, President and Chief Executive Officer. The loss of the
services of any member of senior management could have a material adverse effect
on the Company.

Litigation

         The Company is a defendant from time to time in lawsuits incidental to
its business. Based on currently available information, the Company believes
that resolution of all known contingencies would not have a material adverse
impact on the Company's financial statements. However, there can be no
assurances that future costs would not be material to results of operations of
the Company for a particular future period. In addition, the Company's estimates
of future costs are subject to change as events evolve and additional
information becomes available during the course of litigation.




<PAGE>8


Asserted Royalty Obligations

         The Company has been approached by certain patent owners, including
computer manufacturers, that contend the Company should pay royalties in
connection with the alleged use of certain patented technology in the assembly
and sale of Compudyne microcomputers. Based on the information provided by these
patent owners to date, the Company has not concluded that it has any such
royalty obligations. However, as additional information becomes available, the
Company's assessment of these issues may change. If the Company's assessment of
these issues were to change, or if the Company were to be compelled to pay
royalties with respect to the Compudyne microcomputer line, the Company could be
materially adversely affected.

Volatility of Stock Price

         The price of the Common Stock may be subject to significant
fluctuations in response to the Company's operating results, developments in the
microcomputer industry, general market movements and other factors. For example,
announcements of fluctuations in the Company's, its vendors' or its competitors'
operating results, and market conditions for growth stocks or retail industry
stocks in general, could have a significant impact on the price of the Common
Stock. In addition, the stock market in recent years has experienced price and
volume fluctuations in general that may have been unrelated or disproportionate
to the operating performance of individual companies. These fluctuations, as
well as general economic and market conditions, may adversely affect the market
price of the Common Stock and the ability of CompUSA to access the capital
markets.

Acquisitions

         In May 1996, CompUSA acquired PCs Compleat, a leading direct reseller
of brand-name microcomputers and peripherals. The Company's plans may include a
strategy of identifying and acquiring additional businesses in an effort to
enhance the Company's operations and profitability. There can be no assurance
that the Company will be able to continue to identify attractive target
businesses or to acquire such businesses on satisfactory terms, that any
business acquired by the Company will prove profitable and will be integrated
successfully into the Company's operations or that such integration will not
divert management resources, cause temporary disruptions in the management of
the business or financial results of the Company or otherwise have an adverse
effect on the Company.

Certain Antitakeover Provisions Affecting Stockholders

         Certain provisions of the Certificate of Incorporation and the Bylaws
of the Company, the Company's 9 1/2% Senior Subordinated Notes due 2000 (the
"Senior Subordinated Notes") and the Company's bank credit agreement could make
it more difficult for a third party to acquire, or discourage a third party from
attempting to acquire, control of CompUSA. Such provisions could limit the price
that certain investors might be willing to pay in the future for the Common
Stock. The Company's Board of Directors is divided into three classes, with
directors in each class elected for three-year terms. The Certificate of
Incorporation and the Bylaws impose various procedural and other requirements
that could make it more difficult for stockholders to effect certain corporate
actions. Shares of preferred stock may be issued by the Board of Directors
without stockholder approval on such terms and conditions, and having such
rights, privileges and preferences, as the Board of Directors may determine. The
rights of the holders of Common Stock will be subject to, and may be adversely
affected by, the rights of the holders of any preferred stock that may be issued
in the future. The Senior Subordinated Notes and the Company's bank credit
agreement trigger a redemption obligation and an event of default, respectively,
if a change in control occurs with respect to the Company. In addition, on April
29, 1994, the Company declared a dividend of one right (a "Right") to purchase
Series A Junior Participating Preferred Stock, par value $.01 per share, for
each outstanding share of Common Stock. Each share of Common Stock subsequently
issued, including each Share, will also incorporate one Right. The Rights are
exercisable only if a person or group acquires 20% or more of the Common Stock
or commences a tender or exchange offer upon consummation of which such person
or group would beneficially own 20% or more of the Common Stock and, if
exercised, would result in significant dilution of an acquiring person's
interest in the Company. The existence of the Rights may, under certain
circumstances, render more difficult or discourage attempts to acquire the
Company.


<PAGE>9




                                 USE OF PROCEEDS

         The Company will not receive any proceeds from the sale of the Shares
by the Selling Stockholders.

                               SELLING STOCKHOLDERS

         The following table sets forth certain information with respect to
the Selling Stockholders, including (i) the names of the Selling Stockholders,
(ii) the number of shares of Common Stock owned by the Selling Stockholders
prior to the offering and (iii) the maximum number of shares of such Common
Stock to be offered hereby. Because the Selling Stockholders or their
transferees or distributees may offer all, a portion or none of the Common
Stock offered pursuant to this Prospectus, no estimate can be given as to the
amount of Common Stock that will be held by the Selling Stockholders upon
termination of the offering. See "Plan of Distribution."

         The Selling Stockholders acquired the Shares pursuant to an Agreement
and Plan of Merger dated as of May 15, 1996 (the "Merger Agreement"), by and
among the Company, Snowstorm Merger Corp., a Delaware corporation and
wholly-owned subsidiary of the Company ("Sub") and PCs Compleat, Inc. ("PCs
Compleat"), a Delaware corporation. Pursuant to the Merger Agreement, Sub was
merged with and into PCs Compleat on May 30, 1996, all of the issued and
outstanding capital stock of PCs Compleat was canceled, and the Company issued
to the Selling Stockholders an aggregate of 2,632,717 shares of Common Stock.

<TABLE>
<CAPTION>
                                                                 Number of
                                                            Shares Beneficially           Maximum
           Name of Selling                                   Owned Prior to the       Number of Shares
            Stockholder                                           Offering             Being Offered
           ---------------                                  -------------------       ----------------
<S>                                                            <C>                     <C>
Allstate Insurance Company............................             448,079                448,079
Allstate Life Insurance Company.......................             298,719                298,719
Matrix Partners III(1)................................             296,020                296,020
Global Private Equity II Limited Partnership(1).......             256,586                256,586
Atlas Venture Fund, L.P(1)............................             217,092                217,092
Kinship Partners II(1)................................             217,092                217,092
William Brown.........................................             156,116 (2)            156,116
Gordon Hoffstein(3)...................................             156,116 (4)            156,116
Jack Littman-Quinn(3).................................             156,116 (4)            156,116
Aegis II Limited Partnership(1).......................             144,696                144,696
Aegis Select Limited Partnership(1)...................             144,696                144,696
International Network Fund Limited Partnership(1).....              79,541                 79,541
Advent Crown Fund C.V.(1) ............................              48,109                 48,109
John P. Poldoian......................................               7,569                  7,569
Patrick J. Sansonetti Family Trust....................               1,603                  1,603
Advent International Investors Limited Partnership II(1)               641                    641
Thomas R. Armstrong...................................                 641                    641
Thomas H. Lauer.......................................                 641                    641
Clinton Harris........................................                 481                    481
Melody Morgan-Edson...................................                 354                    354
Brinton O.C. Young....................................                 320                    320
George Sutherland.....................................                 260                    260
Abigail H. Harris Trusts 1988.........................                 160                    160
Jessica C. Harris Trusts 1988.........................                 160                    160
William P. Harris Trusts 1988.........................                 160                    160
Paul Lemire...........................................                 118                    118
Thomas P. Harrington..................................                  70                     70
Jamie Barry...........................................                  47                     47
Joel H. Bertger.......................................                  47                     47
</TABLE>

<PAGE>10

<TABLE>
<CAPTION>
                                                                 Number of
                                                            Shares Beneficially           Maximum
           Name of Selling                                   Owned Prior to the       Number of Shares
            Stockholder                                           Offering             Being Offered
           ---------------                                  -------------------       ----------------
<S>                                                               <C>                       <C>
Gini Cornilla.........................................                  47                     47
Antonio Cunha.........................................                  47                     47
David Foulsham........................................                  47                     47
Suzanne L. Guay.......................................                  47                     47
Michelle Murdock......................................                  47                     47
Michael Randall.......................................                  47                     47
Kristin Walker........................................                  47                     47
Paul Botolino.........................................                  23                     23
Miki D. Bryan.........................................                  23                     23
Peter Herz............................................                  23                     23
Martin E. Lane........................................                  23                     23
Lori Randall..........................................                  23                     23
Rian Sousa............................................                  23                     23
          Totals......................................           2,632,717              2,632,717

<FN>

- --------------------------
(1) The Selling Stockholder may distribute such shares to its limited and/or
    general partners, who may sell such shares pursuant to this Prospectus.

(2) Does not include 40,811 shares of Common Stock issuable upon the exercise
    of options held by the Selling Stockholder.

(3) The Selling Stockholder is an officer of the Company.

(4) Does not include 46,487 shares of Common Stock issuable upon
    the exercise of options held by the Selling Stockholder.

</TABLE>

                           PLAN OF DISTRIBUTION

         The Shares offered hereby may be sold by the Selling Stockholders, or
by pledgees, donees, transferees or other successors in interest, from time to
time in one or more transactions (which may include block transactions) in the
over-the-counter market, on the NYSE or other exchanges on which the Shares may
be traded, in privately negotiated transactions, through the writing of options
on the Shares (whether such options are listed on an options exchange or
otherwise) or by a combination of such methods of sale, at fixed prices which
may be changed, at market prices prevailing at the time of sale, at prices
related to prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Selling
Stockholders may deliver the Shares to close out previously established short
positions and may also pledge the Shares as collateral for margin accounts and
such Shares could be resold pursuant to the terms of such accounts.

         In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

         The Selling Stockholders and any broker-dealers or agents that
participate with the Selling Stockholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act, and

<PAGE>11


any commissions received by them and any profit on the resale of the
Shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.

         To the extent required, the type and number of Shares to be sold, the
purchase price and public offering price, the name or names of any agent, dealer
or underwriter, and any applicable commissions or discounts with respect to a
particular offering will be set forth in an accompanying Prospectus Supplement
to this Prospectus.

         Pursuant to the Merger Agreement, the Company agreed to register the
Shares under the Securities Act and to indemnify and hold the Selling
Stockholders harmless against certain liabilities, including certain liabilities
under the Securities Act, that could arise in connection with the sale by the
Selling Stockholders of the Shares. The Company has agreed to bear certain
expenses (excluding any underwriting fees, expenses, discounts or other costs
payable to any underwriter, broker or dealer) in connection with the
registration and sale of the Shares being offered by the Selling Stockholders,
estimated to be $104,117.

                                  LEGAL MATTERS

         Certain legal matters with respect to the shares of Common Stock
offered hereby will be passed upon for the Company by Willkie Farr & Gallagher,
New York, New York.

                                     EXPERTS

         The consolidated financial statements of the Company at June 24, 1995
and June 25, 1994, and for each of the three fiscal years in the period ended
June 24, 1995, incorporated by reference in this Prospectus and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon incorporated by reference herein and in the
Registration Statement, and are included in reliance upon such reports given
upon the authority of such firm as experts in accounting and auditing.



<PAGE>



===============================================================================


   No dealer, salesperson or other
individual has been authorized to give
any information or to make any
representations other than those                        2,632,717 Shares
contained in this Prospectus in
connection with the offer made by this                    CompUSA Inc.
Prospectus and, if given or made, such
information or representations must
not be relied upon as having been
authorized by the Company.  This                          Common Stock
Prospectus does not constitute an
offer to sell or a solicitation of an
offer to buy any securities in any
jurisdiction in which such offer or
solicitation is not authorized or in
which the person making such offer or                    ---------------
solicitation is not qualified to do
so, or to any person to whom it is                         PROSPECTUS
unlawful to make such offer or                           --------------
solicitation.  Neither the delivery of
this Prospectus nor any sale made
hereunder shall, under any
circumstances, create any implication
that there has been no change in the
affairs of the Company or that
information contained herein is
correct as of any time subsequent to
the date hereof.

          ---------------


              TABLE OF CONTENTS
                                               Page

Available Information.............................2
Additional Information............................2      _________, 1996
Incorporation of Certain Documents by
   Reference......................................2
Special Note Regarding Forward-Looking
   Statements.....................................3
The Company.......................................4
Risk Factors......................................6
Use of Proceeds...................................9
Selling Stockholders..............................9
Plan of  Distribution............................10
Legal Matters....................................11
Experts..........................................11






===============================================================================



<PAGE>II-1


                                     PART II

                    INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

         The following table sets forth the costs and expenses payable by the
Company in connection with the sale of Common Stock being registered (all
amounts are estimated except the registration fee):

                                                                       Amount
                                                                       ------
  Securities and Exchange Commission Registration fee..............   $30,867
  NYSE listing fee.................................................     9,250
  Printing, shipping and engraving expenses........................       500
  Legal fees and expenses..........................................    50,000
  Accounting fees and expenses.....................................     5,000
  Blue Sky fees and expenses.......................................     2,500
  Transfer Agent and Registrar fees and expenses...................     1,000
  Miscellaneous fees and expenses..................................     5,000
                                                                     --------
       Total.......................................................  $104,117
                                                                      =======

Item 15. Indemnification of Officers and Directors.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner reasonably believed to be in or not
opposed to the corporation's best interests, and, for criminal proceedings, had
no reasonable cause to believe his conduct was illegal. A Delaware corporation
may indemnify officers and directors in an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation in the performance of his duty. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred in connection
therewith. The indemnification provided is not deemed to be exclusive of any
other rights to which an officer or director may be entitled under any
corporation's by-law, agreement, vote or otherwise.

         In accordance with Section 145 of the DGCL, Article VI ("Article VI")
of the Restated and Amended Certificate of Incorporation of CompUSA provides
that no director of CompUSA shall be personally liable to CompUSA or to any of
its stockholders for monetary damages for breach of fiduciary duty as a
director, notwithstanding any provision of law imposing such liability;
provided, however, 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 CompUSA 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 the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article VII of the Restated and Amended Bylaws of CompUSA provides for
indemnification of directors and officers except as to certain circumstances and
except as provided by applicable law.



<PAGE>II-2


Item 16. Exhibits.

     4.1    --   Restated and Amended Certificate of Incorporation.(1)

     4.2    --   Restated and Amended Bylaws.  (2)

     4.3    --   Specimen Common Stock Certificate (as amended).  (1)

     4.4    --   Rights Agreement dated April 29, 1994, between the Company
                 and Bank One, Texas, N.A. as Rights Agent.  (2)

     4.5    --   Letter of the Company dated November 1, 1995, appointing
                 First Interstate Bank of Texas, N.A. as substitute Rights
                 Agent under the Rights Agreement.  (1)

     4.6    --   Rights and Obligations with respect to Registrable
                 Securities, Annex I to Agreement and Plan of Merger, dated as
                 of May 15, 1996, by and among CompUSA Inc., Snowstorm Merger
                 Corp., and PCs Compleat, Inc.  (3) (4)

     5.1    --   Opinion of Willkie Farr & Gallagher.  (4)

    23.1    --   Consent of Ernst & Young LLP, independent auditors.  (4)

    23.2    --   Consent of Willkie Farr & Gallagher (contained in its opinion
                 filed as Exhibit 5 to this Registration Statement).

    24      --   Powers of Attorney (included on the signature page).


- ---------------

  (1)  Previously filed as an exhibit to the Company's Quarterly Report on
       Form 10-Q for the quarterly period ended December 23, 1995 and
       incorporated herein by reference.

  (2)  Previously filed as an exhibit to the Company's Quarterly Report
       on Form 10-Q for the quarterly period ended March 26, 1994 and
       incorporated herein by reference.

  (3)  Agreement and Plan of Merger previously filed as an exhibit to the
       Company's Current Report on Form 8-K, filed with the Commission
       on June 14, 1996.

  (4)  Filed herewith.


<PAGE>II-3





Item 17. Undertakings.

        The undersigned Registrant hereby undertakes:

         (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 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 percent 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 (1)(i) and (1)(ii) above
         do not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by such registrant
         pursuant to section 13 or section 15(d) of the Securities Exchange
         Act of 1934 (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.

         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 that is incorporated by reference in the Registration Statement
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.

         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 provisions described in Item 15 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 Act
and will be governed by the final adjudication of such issue.



<PAGE>II-4




                              SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on July 24,
1996.

                                            COMPUSA INC.

                                            By:/s/ James E. Skinner
                                                James E. Skinner
                                                Executive Vice President
                                                and Chief Financial Officer

                           POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James F. Halpin and James E.
Skinner, and each of them singly, with full power to act without the other,
his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                                                      Title                                     Date
- ---------                                                      -----                                     ----
<S>                                     <C>                                                       <C>
/s/ James F. Halpin                          President, Chief Executive Officer and Director          July 24, 1996
James F. Halpin                                       (Principal Executive Officer)

/s/ James E. Skinner                                                                                  July 24, 1996
James E. Skinner                                         Executive Vice President
                                                       and Chief Financial Officer
                                                         (Principal Financial and
                                                           Accounting Officer)

/s/ Giles H. Bateman                                         Chairman of the                          July 24, 1996
Giles H. Bateman                                            Board of Directors


/s/ Kevin J. Roche                                               Director                             July 24, 1996
Kevin J. Roche


/s/ Warren D. Feldberg                                           Director                             July 24, 1996
Warren D. Feldberg
</TABLE>

<PAGE>II-5


<TABLE>
<CAPTION>

Signature                                                          Title                                Date
- ---------                                                          -----                                ----
<S>                                                    <C>                                         <C>



/s/ Leonard L. Berry                                             Director                             July 24, 1996
Leonard L. Berry, Ph.D.


/s/ Lawrence Mittman                                             Director                             July 24, 1996
Lawrence Mittman


/s/ Edith Weiner                                                 Director                             July 24, 1996
Edith Weiner
</TABLE>

<PAGE>



                                  EXHIBIT INDEX

     4.1    --   Restated and Amended Certificate of Incorporation.  (1)

     4.2    --   Restated and Amended Bylaws.  (2)

     4.3    --   Specimen Common Stock Certificate (as amended).  (1)

     4.4    --   Rights Agreement dated April 29, 1994, between the Company
                 and Bank One, Texas, N.A. as Rights Agent.  (2)

     4.5    --   Letter of the Company dated November 1, 1995, appointing
                 First Interstate Bank of Texas, N.A. as substitute Rights
                 Agent under the Rights Agreement.  (1)

     4.6    --   Rights and Obligations with respect to Registrable
                 Securities, Annex I to Agreement and Plan of Merger, dated as
                 of May 15, 1996, by and among CompUSA Inc., Snowstorm Merger
                 Corp., and PCs Compleat, Inc.  (3) (4)

     5.1    --   Opinion of Willkie Farr & Gallagher.  (4)

    23.1    --   Consent of Ernst & Young LLP, independent auditors.  (4)

    23.2    --   Consent of Willkie Farr & Gallagher (contained in its opinion
                 filed as Exhibit 5 to this Registration Statement).

    24      --   Powers of Attorney (included on the signature page).

- ---------------

 (1)   Previously filed as an exhibit to the Company's Quarterly Report on
       Form 10-Q for the quarterly period ended December 23, 1995 and
       incorporated herein by reference.

 (2)   Previously filed as an exhibit to the Company's Quarterly Report on
       Form 10-Q for the quarterly period ended March 26, 1994 and incorporated
       herein by reference.

 (3)   Agreement and Plan of Merger previously filed as an exhibit to the
       Company's Current Report on Form 8-K, filed with the Commission on June
       14, 1996.

 (4)   Filed herewith.






