10QSB/A

                                       
                                       
                                       
                                       
                                       
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                       
                                       
                                 FORM 10-QSB/A
                                       
                                       
         [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                                       
                 For the quarterly period ended March 31, 1996
                                       
         [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                                       
                        Commission File Number 0-14731
                                       
                          COMPUTER MARKETPLACE, INC.
                          --------------------------
       (Exact name of small business issuer as specified in its charter)
                                       
              Delaware                                  35-0558415
  ---------------------------------         --------------------------------
 (State of or other jurisdiction of         (IRS Employer Identification No.)
  incorporation or organization)
                                       
                             1490 Railroad Street
                           Corona, California 91720
                           ------------------------
              (Address of Principal Executive Offices) (Zip Code)
                                       
                                (909) 735-2102
                                --------------
               (Issuer's telephone number, including area code)
                                       

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that  the registrant was required to file such reports), and  (2)  has
been subject to such filing requirements for the past 90 days.
Yes  X     No
    ---      ---


As  of  May  14,  1996,  8,114,542 shares of the issuer's  common  stock  were
outstanding.
                                       
                                       
                        This report contains 15 pages.
                                       

                                                                              
                                                                           (2)
                                       
                  Computer Marketplace, Inc. and Subsidiaries
                                 Form 10-QSB/A
                                     Index
                                       
                                       
                                       
                                                                          Page
PART I.  Financial Information:                                            No.


        Condensed Consolidated Balance Sheet as of March 31, 1996.......     3

        Condensed Consolidated Statements of Operations for the three
            and nine month periods ended March 31, 1996 and 1995........     4

        Condensed Consolidated Statements of Cash Flows for the nine
            month periods ended March 31, 1996 and 1995.................   5-6

        Notes to Condensed Consolidated Financial Statements............   7-8

        Management's Discussion and Analysis of Financial Condition
            and Results of Operations...................................  9-13


PART II. Other Information:

        Exhibits and Reports on Form 8-K................................    14

        Signature.......................................................    15





                                                                          (15)
                                                                              
                                       
                                   SIGNATURE


In accordance with the requirements of the Exchange Act, the registrant caused
this  report  to  be signed on its behalf by the undersigned,  thereunto  duly
authorized.


                                          COMPUTER MARKETPLACE, INC.




Date:  May 14, 1996                       By:  /s/      Thomas Iwanski
                                               -----------------------
                                          Thomas Iwanski
                                          Vice President and
                                          Chief Financial Officer

                                          Signing on behalf of the registrant
                                          and as principal financial and
                                          accounting officer.

EX-27

 

<ARTICLE> 5
       
                             
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         562,060
<SECURITIES>                                         0
<RECEIVABLES>                                4,209,169
<ALLOWANCES>                                   163,483
<INVENTORY>                                  3,177,174
<CURRENT-ASSETS>                             8,641,975
<PP&E>                                       3,219,256
<DEPRECIATION>                                 630,359
<TOTAL-ASSETS>                              12,118,488
<CURRENT-LIABILITIES>                        5,217,151
<BONDS>                                      1,541,393
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           811
<OTHER-SE>                                   5,175,969
<TOTAL-LIABILITY-AND-EQUITY>                12,118,488
<SALES>                                     23,737,114
<TOTAL-REVENUES>                            23,737,114
<CGS>                                       20,002,889
<TOTAL-COSTS>                               20,002,889
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             277,655
<INCOME-PRETAX>                               (443,507)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (443,507)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (443,507)
<EPS-PRIMARY>                                    (0.05)
<EPS-DILUTED>                                        0