CURTIS MATHES HOLDING CORP, 10-C, 1996-09-26

CURTIS MATHES HOLDING CORP
10-C, 1996-09-26
HOUSEHOLD AUDIO & VIDEO EQUIPMENT

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                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                                FORM 10-C

             Report by Issuer of Securities Quoted on NASDAQ

                      Interdealer Quotation System
              Filed pursuant to Section 13 or 15(d) of the
             Securities Exchange Act of 1934 and Rule 13a-17
                          or 15d-17 thereunder

                    CURTIS MATHES HOLDING CORPORATION
             (Exact name of issuer as specified in charter)
                           10911 Petal Street
                           Dallas, Texas 75238
                (Address of principal executive offices)

Issuer's telephone number, including area code:  (214) 503-8880

               I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate  any  change (increase or decrease) of 5% or more in the number
of shares outstanding:

1.   Title of security:  Common Shares, $.01 Par
2.   Number of shares outstanding before the change: 26,085,214
3.   Number of shares outstanding after the change: 29,048,998
4.   Effective date of change: September 17, 1996
5.   Method of change:
     Specify    method   (such   as   merger,   acquisition,   exchange,
distribution,  stock  split,  reverse  split,  acquisition  of stock for
treasury, etc.):    Distribution.
     Give brief description of transaction:  Issued  2,271,978 shares in
conversion of Series I Preferred Stock and  691,806 shares in conversion 
of Series H Preferred Stock.

Date:     September 25, 1996
                              /s/ Billy J. Robinson
                              Billy J. Robinson, Secretary
                              (Officer's signature and title)