EGGHEAD INC /WA/
10-Q, 1996-02-13
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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     SECURITIES AND EXCHANGE COMMISSION
     WASHINGTON, DC. 20549

     FORM 10-Q

     [X]  Quarterly Report pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934

     For the quarterly period from October 1, 1995 to December 30, 1995

                                       or

     [ ]  Transition Report pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934

     For the transition period from _________________ to ________________


                        Commission File Number  0-16930 



                                  EGGHEAD, INC.
             (Exact name of registrant as specified in its charter)

                        Washington                         91-1296187
              (State or other jurisdiction of           (I.R.S. Employer
              incorporation or organization)         Identification Number)

                  22705 East Mission
               Liberty Lake, Washington                       99019
        (Address of principal executive offices)            (Zip Code)

                                 (509) 922-7031
              (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all
     reports required to be filed by Section 13 or 15(d) of the Securities
     Exchange Act of 1934 during the preceding 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
         ---    ---

     Indicate the number of shares outstanding of each of the issuer's
     classes of common stock:

                                                       Outstanding at
         Class                                        January 27, 1996
     --------------                                   ----------------
      Common Stock                                       17,543,072
     $.01 par value                                       shares
     <PAGE>
     PART 1. FINANCIAL INFORMATION

     ITEM 1.  Financial Statements and Supplementary Data
     Refer to Exhibit 28 for the results of the limited review performed by
     Arthur Andersen LLP, independent public accountants.

     EGGHEAD, INC. AND SUBSIDIARIES
     Consolidated Balance Sheets
     (Dollars in thousands)
                                                  December 30,   April 1,
                                                      1995         1995
                                                  ------------   --------
                                                        (unaudited)
                        ASSETS

     Current assets:
       Cash and cash equivalents                    $ 16,408     $ 42,592
       Accounts receivable, net of allowance 
         for doubtful accounts of $3,422 and 
         $4,354, respectively                        101,764       84,514
       Merchandise inventories                       169,581      102,918
       Prepaid expenses and other current assets       8,686        4,045
       Current deferred income taxes                   6,760        6,964
                                                    --------     --------
           Total current assets                      303,199      241,033
                                                    --------     --------
     Property and equipment, net                      30,345       23,365
     Non-current deferred income taxes                 2,918        3,051
     Other assets                                      1,876        2,692
                                                    --------     --------
                                                    $338,338     $270,141
                                                    ========     ========
        LIABILITIES AND SHAREHOLDERS' EQUITY

     Current liabilities:
       Notes payable to banks                       $      -     $      -
       Accounts payable                              172,975      104,425
       Accrued liabilities                            21,042       17,303
       Income taxes payable                                -          325
       Current portion of capital lease 
         obligations                                     262          252
                                                    --------     --------
           Total current liabilities                 194,279      122,305
                                                    --------     --------
     Capital lease obligations, less current 
       portion                                           355          106
     Deferred rent                                     1,267        1,314
                                                    --------     --------
           Total liabilities                         195,901      123,725
                                                    --------     --------
     <PAGE>
     EGGHEAD, INC. AND SUBSIDIARIES
     Consolidated Balance Sheets, Continued
     (Dollars in thousands)

                                                  December 30,   April 1,
                                                      1995         1995
                                                  ------------   --------
                                                        (unaudited)
        LIABILITIES AND SHAREHOLDERS' EQUITY,
                     CONTINUED

     Commitments and contingencies
     Shareholders' equity:
     Common stock, $.01 par value:  50,000,000 
       shares authorized; 17,543,072 and 
       17,166,031 shares issued and outstanding, 
       respectively                                 $    175          172
     Additional paid-in capital                      124,082      120,572
                                                    --------     --------
     Retained earnings                                18,180       25,672
                                                    --------     --------
           Total shareholders' equity                142,437      146,416
                                                    --------     --------
                                                    $338,338     $270,141
                                                    ========     ========


     See Notes to Consolidated Financial Statements.<PAGE>
     EGGHEAD, INC. AND SUBSIDIARIES
     Consolidated Statements of Operations
     (Amounts in thousands, except per share data)

                                      13 Weeks Ended      39 Weeks Ended
                                    ------------------  ------------------
                                       (unaudited)          (unaudited)
                                    ------------------  ------------------
                                    December  December  December  December
                                       30,       31,       30,      31,
                                      1995      1994      1995      1994
                                    --------  --------  --------  --------

     Net sales                      $216,364  $254,283  $582,216  $642,442

     Cost of sales, including 
       certain buying, occupancy, 
       and distribution costs        193,085   222,444   519,933   566,061
                                    --------  --------  --------  --------
     Gross margin                     23,279    31,839    62,283    76,381

     Selling, general, and 
       administrative expense         22,808    25,210    69,164    68,461

     Depreciation and amortization 
       expense, net of amounts
       included in cost of sales       2,436     2,236     7,228     7,000
                                    --------  --------  --------  --------
     Operating income (loss)          (1,965)    4,393   (14,109)      920

     Theft insurance recovery              0     1,650         0     1,650

     Other income (expense):
       Interest income                   358       168     1,949       506
       Interest expense                  (37)      (16)      (74)      (27)
       Other, net                         84        55      (253)     (206)
                                    --------  --------  --------  --------
     Income (loss) before income 
       taxes                          (1,560)    6,250   (12,487)    2,843

     Income tax (provision) benefit      619    (2,437)    4,870    (1,109)
                                    --------  --------  --------  --------
     Net income (loss)              $   (941) $  3,813  $ (7,617) $  1,734
                                    ========  ========  ========  ========
     Earnings (loss) per share      $  (0.05) $   0.22  $  (0.44) $   0.10
                                    ========  ========  ========  ========
     Weighted average common
       shares and common 
       equivalent shares 
       outstanding                    17,541    17,380    17,401    17,231
                                    ========  ========  ========  ========

     See Notes to Consolidated Financial Statements.<PAGE>
     EGGHEAD, INC. AND SUBSIDIARIES
     Consolidated Statements of Cash Flows
     (Dollars in thousands)
                                                      39 Weeks Ended
                                                 --------------------------
                                                       (unaudited)
                                                 December 30,  December 31,
                                                     1995          1994
                                                 ------------  ------------
     Cash flows from operating activities:
       Net income (loss)                          $  (7,617)    $   1,734
                                                  ----------    ---------
       Adjustments to reconcile net income 
         (loss) to net cash provided (used) 
         by operating activities:
           Depreciation and amortization              8,355         7,806
           Deferred rent                                (47)           (1)
           Deferred income taxes                        337           702
           Loss on disposition of assets                (39)          235
           Changes in assets and liabilities:
             Accounts receivable, net               (16,890)      (15,774)
             Merchandise inventories                (66,640)      (51,222)
             Prepaid expenses and other current 
               assets                                (4,638)          288
             Other assets                               502           257
             Accounts payable                        68,257        58,805
             Accrued liabilities                      3,730         5,117
             Income taxes payable                      (325)          111
                                                  ---------     ---------
                 Total adjustments                   (7,398)        6,324
                                                  ---------     ---------
                 Net cash provided (used) by 
                   operating activities             (15,015)        8,058
                                                  ---------     ---------
     Cash flows from investing activities:
       Additions to property and equipment          (14,331)       (9,491)
       Proceeds from sale of equipment                   61            34
                                                  ---------     ---------
                 Net cash used by investing 
                   activities                       (14,270)       (9,457)
                                                  ---------     ---------
     Cash flows from financing activities:
       Borrowings on notes payable to banks         103,600             0
       Payments on notes payable to banks          (103,600)            0
       Payments on capital lease obligations           (445)         (221)
       Proceeds from stock issuances                  3,513           286
                                                  ---------     ---------
                 Net cash provided by financing 
                   activities                         3,068            65
                                                  ---------     ---------
     Effect of exchange rates on cash                    33           (20)
                                                  ---------     ---------
     Net decrease in cash                           (26,184)       (1,354)
     Cash at beginning of period                     42,592        25,677
                                                  ---------     ---------
     Cash at end of period                        $  16,408     $  24,323
                                                  =========     =========
     <PAGE>
     EGGHEAD, INC. AND SUBSIDIARIES
     Consolidated Statements of Cash Flows, Continued
     (Dollars in thousands)
                                                      39 Weeks Ended
                                                 --------------------------
                                                       (unaudited)
                                                 December 30,  December 31,
                                                     1995          1994
                                                 ------------  ------------
     Supplemental disclosures of cash paid:
       Interest                                   $      74     $      27
       Income taxes                               $     334     $     198


     See Notes to Consolidated Financial Statements.
     <PAGE>
     EGGHEAD, INC. AND SUBSIDIARIES
     Consolidated Statements of Shareholders' Equity
     (Amounts in thousands)

     <TABLE>
     <CAPTION>
                                                   Common Stock     Additional
                                                ------------------   Paid-in    Retained
                                                 Shares    Amount    Capital    Earnings   Total
                                                --------  --------  ----------  --------  --------
     <S>                                        <C>       <C>        <C>        <C>       <C>
     Balance, April 2, 1995                       17,166  $    172   $120,572   $ 25,672  $146,416

       Stock issued for cash, pursuant
         to stock option plan                        331        3-      3,224                3,227
       Stock issued for cash, pursuant to
         employee stock purchase plan                 46                  286          -       286
       Stock granted as compensation                                        -                    -
       Translation adjustment                          -         -          -        125       125
       Net loss                                        -         -          -     (7,617)   (7,617)
                                                --------  --------   ---------  --------  --------
     Balance, December 30, 1995                   17,543  $    175   $124,082   $ 18,180  $142,437
                                                ========  ========   =========  ========  ========
     </TABLE>

     See Notes to Consolidated Financial Statements.
     <PAGE>
     EGGHEAD, INC. AND SUBSIDIARIES
     Notes to Consolidated Financial Statements
     (Unaudited)

     Note 1 Basis of Presentation

       The accompanying unaudited financial statements have been prepared
       in accordance with generally accepted accounting principles for
       interim financial information and pursuant to the rules and
       regulations of the Securities and Exchange Commission.  While these
       statements reflect the adjustments which are, in the opinion of
       management, necessary to fairly state the results of the interim
       periods, they do not include all the information and footnotes
       required by generally accepted accounting principles for complete
       financial statements.  These adjustments are of a normal and
       recurring nature.  For further information, refer to the annual
       financial statements and footnotes thereto, for the 52 week period
       ended April 1, 1995, contained in the Company's Form 10-K, filed
       pursuant to the Securities Exchange Act of 1934.  The reader is
       further cautioned that operating results for the 13 and 39 week
       periods ended December 30, 1995, are not necessarily indicative of
       the results that may be expected for the full year.

       The Company uses a 52/53 week fiscal year, ending on the Saturday
       nearest March 31 of each year.  Each fiscal quarter consists of 13
       weeks.

     Note 2 Merchandise Inventories

       Merchandise inventories are accounted for using the moving weighted
       average cost method and are stated at the lower of cost or market.

     Note 3 Income Taxes

       Deferred income taxes result from temporary differences in certain
       items for income tax and financial reporting purposes.

     Note 4 Earnings (Loss) Per Share

       Per share amounts are computed using the weighted average number of
       common shares and dilutive common equivalent shares outstanding
       during each period using the treasury stock method.  Common
       equivalent shares result from the assumed exercise of stock options
       and from the conversion of cash related to the employee stock
       purchase plan into common shares based upon the terms of the plan. 
       The effect of common equivalent shares was not included in
       computation of the per share amount for the 13 and 39 week periods
       ended December 30, 1995 and December 31, 1994, because it was anti-
       dilutive.
     <PAGE>
     EGGHEAD, INC. AND SUBSIDIARIES
     Notes to Consolidated Financial Statements, (continued)
     (Unaudited)

     Note 5 Notes Payable to Banks

       Effective December 8, 1995, the Company entered into a revolving
       loan agreement with two banks providing for secured borrowings of up
       to $35.0 million through April 30, 1996.  Each bank provides a $17.5
       million line of credit and one bank serves as agent for the
       agreement.  The Company may elect interest rates on the notes based
       on the participating banks  rate on certificates of deposit, LIBOR,
       or prime rate.  The borrowings are secured by an interest in the
       Company s accounts receivable and contract rights.  The agreement
       contains a number of covenants, including a restriction on the
       payment of dividends and compliance with certain financial ratios. 
       The Company was in compliance with all financial covenants as of
       December 30, 1995.

     Note 6 Leases

       The Company leases all its retail stores, its corporate, government,
       and education sales offices, it's distribution facilities in
       Lancaster, Pennsylvania, Wilmington, Ohio and Sacramento,
       California, and a portion of the former headquarter facilities in
       Issaquah, Washington, under operating leases with remaining terms
       ranging from one to five years.  As of December 30,  1995, the
       future minimum rental payments under these operating leases were as
       follows (in thousands):

         Fiscal Year
         ----------------------
         1996 (remainder)                       $ 3,136
         1997                                    11,847
         1998                                     8,666
         1999                                     4,813
         2000                                     1,931
         Thereafter                                 842
                                                -------
         Total minimum payments                 $31,235
                                                =======

     Note 7 Theft Insurance Recovery

       A theft insurance recovery of $1.65 million in the third quarter of
       fiscal 1995 represents settlement of an insurance claim, net of
       expense, for inventory stolen by members of a multistate shoplifting
       ring from numerous retail stores during fiscal years 1991, 1992, and
       1993.
     <PAGE>
     ITEM 2.  Management's Discussion and Analysis of Results of
              Operations and Financial Condition

     GENERAL

       Egghead, Inc. (Egghead or the Company) a personal computer (PC)
       software and hardware reseller, serves a diverse customer base
       consisting of businesses, government agencies, educational
       institutions and individuals.  As of December 30, 1995, the Company
       operated 169 retail stores, an Enterprise Solutions Group
       (previously, Corporate, Government, Education group) service center
       for direct sales to corporations, government and educational
       institutions, and a direct response group.

       Egghead s retail stores offer a broad in-store selection of products
       at competitive prices, as well as special order capabilities for
       additional products.  On December 30, 1995, the Company operated 169
       stores located throughout the United States and Western Canada.  The
       Company employs a knowledgeable sales force to assist customers in
       selecting software, hardware and related products.  The Company is
       currently operating 12 of its retail stores under a new
       merchandising format which is approximately twice the size of
       predecessor stores and are arranged in a more user-friendly format. 

       Egghead's Enterprise Solutions Group targets three main types of
       accounts: corporations, educational institutions, and federal, state
       and local government agencies.  These customers are served by
       outside sales representatives and inside sales support staff who
       provide them with competitive prices and individualized service.

       During the quarters ended December 30, 1995 and December 31, 1994,
       sales to individuals and small business generated by the Company s
       retail stores and direct response group, accounted for approximately
       56% and 54%, respectively, of the Company's total net sales.  The
       remaining net sales were generated by its Enterprise Solutions Group
       service center.

       Egghead continues to implement changes to turn around the Company
       and position it for growth in the future.  Among these changes are
       an increase in the number of retail stores operating under the new
       merchandising format.  The customer response to the new format has
       been positive.

       To remain competitive in new computer and software service areas, in
       December 1995, Egghead formed ELEKOM, a new subsidiary.  ELEKOM, was
       formed to develop and market electronic commerce applications and
       services, which link customers and their suppliers.  The current
       product, EleTrade, uses AT&T Network Notes and Lotus Notes to give
       large organizations an easy-to-use, cost-effective, secure and
       reliable product ordering and order management system for non-
       production goods and services.  EleTrade allows companies to create
       customized electronic catalogs with multi-media product information
       and customer-specific pricing.  In January, ELEKOM announced
       additional enhancements which will automate the internal requisition
       and approval process.  ELEKOM is pursuing further enhancements which
       may create better asset/inventory management and allow electronic
       software distribution.
     <PAGE>
       Over the past twelve months, as part of a long-term growth strategy,
       Egghead consolidated various operations into its customer service
       center in Spokane, Washington.  During year-to-date fiscal 1996, the
       Company has relocated its direct response operation, formerly in
       Kalispell, Montana, and the remainder of its ESG customer service
       operations and its administrative operations, both previously
       located in Issaquah, Washington.  The relocation, severance and
       related costs are included as incurred in the fiscal 1996 results. 
       Total consolidation costs year-to-date through the third quarter of
       fiscal 1996 were approximately $4.3 million ($2.6 million or $0.15
       per share, after tax) or 0.4% of net sales. The Company implemented
       these changes to improve customer service and reduce future
       operating costs.  Management expects these changes will results in
       net expense in fiscal 1996 and net savings in future years due to
       lower labor rate and occupancy costs. 

       The Company uses a 52/53 week fiscal year, ending on the Saturday
       nearest March 31st of each year.  Each fiscal quarter consists of 13
       weeks.  All references herein to fiscal year 1996 and 1995 relate to
       fiscal years ended March 30, 1996 and April 1, 1995, respectively.

     RESULTS OF OPERATIONS

     Overview

       Egghead reported a net loss of $941,000 for the quarter ended
       December 30, 1995 compared to net income of $3.8 million for the
       quarter ended December 31, 1994.  The decrease in net income is
       primarily due to a decrease in sales and a decline in the gross
       margin as a percentage of sales.  The prior year third quarter net
       income also included a one-time theft insurance recovery of $1.65
       million, pre-tax, related to inventory stolen from retail stores in
       prior years.  Earnings (loss) per share for the third quarters of
       fiscal 1996 and 1995 were $(0.05) and $0.22, respectively.

       Year-to-date, Egghead incurred a net loss of $7.6 million for the 39
       weeks ended December 30, 1995 compared to net income of $1.7 million
       for the 39 weeks ended December 31, 1994.  Earnings (loss) per share
       for year-to-date fiscal 1996 and 1995 were $(0.44) and $0.10,
       respectively.  The decrease in year-to-date fiscal 1996 net income
       was primarily due to a decrease in sales and a decline in the gross
       margin as a percentage of sales.  In addition, relocation, severance
       and related costs associated with consolidating the Company s
       administrative operations formerly located in Issaquah, the direct
       response operations, formerly located in Kalispell and the remainder
       of its ESG customer service operations to its customer service
       center in Spokane are included in selling, general and
       administrative (SG&A) expense. Total consolidation costs year-to-
       date as of December 30, 1995 were approximately $4.3 million ($2.6
       million or $0.15 per share, after tax) or 0.4% of net sales. 
       Management expects these changes will improve customer service and
       reduce future operating costs. See "Management s Discussion and
       Analysis - General."


     <PAGE>
     Percentage of Sales Data

       The following table shows the relationship of certain items included
       in the Company's Consolidated Statements of Operations expressed as
       a percentage of net sales:

                                           Percentage of Net Sales
                                    --------------------------------------
                                      Third Quarter        Year to Date
                                      13 Weeks Ended      39 Weeks Ended
                                    ------------------  ------------------
                                    Dec. 30,  Dec. 31,  Dec. 30,  Dec. 31,
                                      1995      1994      1995      1994
                                    --------  --------  --------  --------

     Net sales                       100.0%    100.0%    100.0%    100.0%
     Cost of sales, including 
       certain buying, occupancy, 
       and distribution costs         89.2      87.5      89.3      88.1
     Gross margin                     10.8      12.5      10.7      11.9
     Selling, general, and 
       administrative expense         10.5       9.9      11.9      10.7
     Depreciation and amortization
      expense, net of amounts
      included in cost of sales        1.1       0.9       1.2       1.1
     Operating income (loss)          (0.9)      1.7      (2.4)      0.1
     Income (loss) before income
       taxes                          (0.7)      2.5      (2.1)      0.5
     Income tax (provision) 
      benefit                          0.3      (1.0)      0.8      (0.2)
     Net income (loss)                (0.4)      1.5      (1.3)      0.3

     NET SALES

     General

       Net sales of $216.4 million for the 13 week period ended December 
       30, 1995, were $37.9 million, or 14.9% less than net sales of $254.3
       million for the 13 week period ended  December 31, 1994.  

       Year-to-date sales of $582.2 million for the 39 week period ended
       December 30, 1995, decreased $60.2 million, or 9.4%, from net sales
       of $642.4 million for the comparable period ended December 31, 1994.

       The retail operations generated 56% of total net sales during the
       third quarter of fiscal 1996, with the remaining 44% generated by
       the ESG group.  This compares to 54% generated by retail operations
       and 46% by the ESG group in the third quarter of fiscal 1995.

       Fiscal year 1996 year-to-date total net sales were comprised of
       approximately 53% from retail operations and 47% from the ESG group. 
       Year-to-date fiscal 1995, retail and ESG operations  each generated
       50% of the total net sales.
     <PAGE>
     RETAIL SALES

       Retail sales of $121.7 million for the third quarter of fiscal 1996
       reflects a decrease of 11.7% over third quarter fiscal 1995 retail
       sales of $137.9 million.  Comparable retail store sales decreased
       6.6% from last year s third quarter.  The decline in comparable
       store sales was attributable to a poor holiday season for retail and
       significant disruptions as a result of relocating the Company s
       merchandising and advertising departments, as well as its Sacramento
       distribution center.

       Retail sales for the 39 week periods ended December 30, 1995 and
       December 31, 1994, were $307.0 million and $321.8 million,
       respectively.  Year-to-date comparable retail store sales increased
       2.9%.

       The Company introduced its new prototype store in Beaverton, Oregon
       in the beginning of the second quarter of fiscal 1996.  The new
       store is approximately twice the size of its predecessor and
       represents a new merchandising approach for the Company.  During the
       third quarter, Egghead rolled out 11 new format stores on
       replacement or new sites, for a total of 12 new format stores in
       operation to date.

       Year-to-date in fiscal 1996, the Company opened eight new stores,
       relocated or significantly remodeled six stores, closed eight
       stores, and operated a total of 169 stores at December 30, 1995. 
       This compares to 177 at the end of the third quarter a year ago. 
       Management evaluates, as an ordinary course of business, the
       performance of individual stores and makes changes in store format,
       location and status accordingly.  Management is encouraged by the
       public s response to the recently implemented new store format and
       will continue to evaluate the potential to modify additional stores
       to this arrangement.

     ENTERPRISE SOLUTIONS GROUP SALES

       Enterprise Solutions Group sales of $94.7 million in the third
       quarter of fiscal 1996 decreased $21.7 million, or 18.6%, compared
       to $116.4 million in the third quarter of fiscal 1995.  Year-to-date
       ESG sales for the 39 weeks ended December 30, 1995, were $275.2
       million, a $45.4 million or a 14.1% decrease compared to $320.6
       million for the same period a year ago.

       These decreases were primarily due to price reductions as prices for
       many software products have continued to decline due to industry-
       wide pricing pressure related to both competitors  and vendors 
       pricing.

       The Company serves as a designated reseller for volume licensing and
       maintenance (VLAM) agreements between certain of its customers and
       major publishers of microcomputer software.  VLAM agreements
       typically are used by large customers seeking to standardize desktop
       software applications. For each of the 13 and 39 week periods ended
       December 30, 1995, sales of software through VLAM agreements
       represented approximately 30%  and 31% , respectively, of total
       Enterprise Solutions Group sales, compared to approximately 22% and
       17%, respectively, for the same periods last year.
     <PAGE>
       During the first quarter of fiscal year 1996, the Company
       consolidated the operations of its Enterprise Solutions Group
       customer service centers in Issaquah and Canada to one customer
       service center in Spokane.  Inside sales representatives and support
       personnel work out of the customer service center.  Outside sales
       representatives continue to work throughout the U.S. and Canada.

     Gross Margin

       Gross margin as a percentage of net sales was 10.8% in the third
       quarter of fiscal year 1996, compared to 12.5% in the third quarter
       last year.  Gross margin as a percentage of sales was 10.7% for
       year-to-date fiscal 1996, compared to 11.9% for year-to-date fiscal
       1995.  During fiscal 1996, gross margin as a percentage of sales has
       continued to be affected by industry-wide pricing pressure related
       to both competitors  pricing and vendors  pricing.  The Company s
       promotion of Microsoft  Windows 95  negatively impacted gross margin
       as a percentage of sales for year-to-date fiscal 1996.

     Selling, General and Administrative Expense

       SG&A expense was $22.8 million or 10.5% of total net sales in the
       third quarter of fiscal year 1996, compared to $25.2 million or 9.9%
       in the third quarter of fiscal year 1995.

       Year-to-date fiscal 1996 SG&A expense was $69.2 million or 11.9% of
       total net sales compared to $68.5 million or 10.7% for year-to-date
       fiscal year 1995. Included in the year-to-date SG&A expenses are
       relocation, severance and related costs associated with
       consolidating the Company s administrative operations formerly
       located in Issaquah, the direct response operations, formerly
       located in Kalispell and the remainder of its ESG customer service
       operations to its customer service center in Spokane. Total
       consolidation costs year-to-date as of December 30, 1995 were
       approximately $4.3 million ($2.6 million or $0.15 per share, after
       tax) or 0.4% of net sales.  Management expects these changes will
       improve customer service and reduce future operating costs. See
       "Management s Discussion and Analysis - General."


     FINANCIAL CONDITION
     -------------------
       Cash and short-term investments were $16.4 million at December 30,
       1995 compared to $42.6 million at April 1, 1995.  The $26.2 million
       decrease was due to the net loss from operations of $7.6 million, as
       well as an increase in merchandise inventories of $66.7 million and
       an increase in accounts receivable of $17.3 million.  These
       increases were partially offset by an increase in accounts payable
       of $68.6 million.  The changes in merchandise inventories and
       accounts payable reflect expected increases related to the holiday
       season.

       Accounts receivable, net increased from $84.5 million at April 1,
       1995 to $101.8 million at December 30, 1995.  The increase relates
       to increased holiday season sales.
     <PAGE>
       Merchandise inventories of $169.6 million at December 30, 1995,
       increased $66.7 million, or 65%, compared to $102.9 million at April
       1, 1995, due primarily to an increase in inventory levels for the
       holiday selling season.

       Accounts payable increased to $173.0 million at December 30, 1995,
       from $104.4 million at April 1, 1995.  The increase in accounts
       payable was primarily due to an increase in inventory levels in
       anticipation of the holiday sales season.  The increase was also due
       to an increase in sales of VLAM agreements during the third quarter
       this year compared to the second quarter last year. See "-Net
       Sales - Enterprise Solutions Group Sales."  Increased VLAM sales
       result in an increase in accounts payable without a corresponding
       increase in merchandise inventory, as VLAM agreements are not
       inventoried product.  

     LIQUIDITY AND CAPITAL RESOURCES
     -------------------------------
       Net cash used by operating activities was $15.0 million for the 39
       weeks ended December 30, 1995, compared net cash provided of $8.1
       million during the same period a year ago.  During the third quarter
       of fiscal 1996, there was a $68.3 million increase in accounts
       payable, partially offset by a $66.6 million increase in merchandise
       inventories and a $4.6 million increase in prepaid expenses.  For
       further information, see the Consolidated Statement of Cash Flows
       for the 39 week periods ended December 30, 1995 and December 31,
       1994.

       Effective December 8, 1995, the Company entered into a revolving
       loan agreement with two banks providing for secured borrowings of up
       to $35.0 million through April 30, 1996.  Each bank provides a $17.5
       million line of credit and one bank serves as agent for the
       agreement.  The Company may elect interest rates on the notes based
       on the participating banks  rate on certificates of deposit, LIBOR,
       or prime rate.  The borrowings are secured by an interest in the
       Company s accounts receivable and contract rights.  The agreement
       contains a number of covenants, including a restriction on the
       payment of dividends and compliance with certain financial ratios. 
       The Company was in compliance with all financial covenants as of
       December 30, 1995.  There were no borrowings outstanding on these
       lines of credit at December 30, 1995.

       The Company expects that working capital requirements in the
       foreseeable future will be satisfied by cash flow from operations
       and borrowings under these lines of credit.  Depending on its rate
       of growth, the Company may require additional financing, including
       bank borrowings and further issuances of debt and/or equity.
     <PAGE>
     Part II.  OTHER INFORMATION

     ITEM 1.  Legal Proceedings

              None.

     ITEM 4.  Submission of Matters to a Vote of Security Holders

              None.

     ITEM 6.  Exhibits and Reports On Form 8-K

              a.  Exhibits

                  23  Report of Independent Public Accountants.
                  27  Financial Data Schedule.

              b.  Reports on Form 8-K

                  None.

     <PAGE>
     SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
     the registrant has duly caused this report to be signed on its behalf
     by the undersigned thereunto duly authorized.

                                         EGGHEAD, INC.
                                         (Registrant)




     Date:  February 8, 1996             /s/ Brian W. Bender
                                         -------------------------------
                                         Brian W. Bender
                                         Vice President, Chief Financial
                                         Officer (Principal Financial
                                           and Accounting Officer)

<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAR-30-1996
<PERIOD-END>                               DEC-30-1995
<CASH>                                           16408
<SECURITIES>                                         0
<RECEIVABLES>                                   105186
<ALLOWANCES>                                      3422
<INVENTORY>                                     169581
<CURRENT-ASSETS>                                303199
<PP&E>                                           70900
<DEPRECIATION>                                   40555
<TOTAL-ASSETS>                                  338338
<CURRENT-LIABILITIES>                           194279
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           175
<OTHER-SE>                                      142262
<TOTAL-LIABILITY-AND-EQUITY>                    338338
<SALES>                                         582216
<TOTAL-REVENUES>                                582216
<CGS>                                           519933
<TOTAL-COSTS>                                   519933
<OTHER-EXPENSES>                                 74696
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  74
<INCOME-PRETAX>                                (12487)
<INCOME-TAX>                                      4870
<INCOME-CONTINUING>                             (7617)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    (7617)
<EPS-PRIMARY>                                   (0.44)
<EPS-DILUTED>                                   (0.44)
        

</TABLE>


     REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


     To Egghead, Inc.:

     We have reviewed the accompanying condensed balance sheet of Egghead,
     Inc. (a Washington corporation) and subsidiaries as of December 30,
     1995 and the related condensed consolidated statements of operations
     for the 13-week and 39-week periods ended December 30, 1995, and the
     statements of cash flows for the 39-week period ended December 30,
     1995.  These financial statements are the responsibility of the
     Company's management.  We conducted our review in accordance with
     standards established by the American Institute of Certified Public
     Accountants.  A review of interim financial information consists
     principally of applying analytical procedures to financial data and
     making inquiries of persons responsible for financial and accounting
     matters.  It is substantially less in scope than an audit conducted in
     accordance with generally accepted auditing standards, the objective
     of which is the expression of an opinion regarding the financial
     statements taken as a whole.  Accordingly, we do not express such an
     opinion.  

     Based on our review, we are not aware of any material modification
     that should be made to the financial statements referred to above for
     them to be in conformity with generally accepted accounting
     principles.


                                   Arthur Andersen LLP

     Seattle, Washington
     January 26, 1996
<PAGE>


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