<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)/1/
ULTIMATE ELECTRONICS, INC.
- ----------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- ----------------------------------------------------------------------
(Title of Class of Securities)
903849 10 7
-----------
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
____________________
/1/ The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that Section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 7 pages<PAGE>
ULTIMATE ELECTRONICS, INC.
CUSIP NO. 903849 10 7 SCHEDULE 13G
- ----------------------------------------------------------------------
(1) Name of Reporting Person; S.S. or I.R.S. Identification No.
William J. Pearse
(2) Check the Appropriate Box if a Member (a) [ ]
of a Group (See Instructions) (b) [ ]
N/A
(3) SEC Use Only
(4) Citizenship or Place of Organization
United States
Number of Shares (5) Sole Voting Power 1,127,500
Beneficially Owned -----------------------
by Each Reporting (6) Shared Voting Power 0
Person With ---------------------
(7) Sole Dispositive Power 1,127,500
------------------
(8) Shared Dispositive Power 0
----------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,127,500 shares
(10) Check Box if the Aggregate Amount in Row (9) [ ]
Excludes Certain Shares (See Instructions)
Page 2 of 7 Pages<PAGE>
ULTIMATE ELECTRONICS, INC.
CUSIP NO. 903849 10 7 SCHEDULE 13G
- ----------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
16.1%
(12) Type of Reporting Person (See Instructions)
IN
Page 3 of 7 Pages<PAGE>
ULTIMATE ELECTRONICS, INC.
CUSIP NO. 903849 10 7 SCHEDULE 13G
- ----------------------------------------------------------------------
Item 1(a). Name of Issuer:
Ultimate Electronics, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
321-A West 84th Avenue
Thornton, Colorado 80221
Item 2(a). Name of Person Filing:
William J. Pearse
Item 2(b). Address of Principal Business Office:
321-A West 84th Avenue
Thornton, Colorado 80221
Item 2(c). Citizenship:
U.S.A.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2(e). CUSIP Number:
903849 10 7
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
Not applicable.
Page 4 of 7 Pages<PAGE>
ULTIMATE ELECTRONICS, INC.
CUSIP NO. 903849 10 7 SCHEDULE 13G
- ----------------------------------------------------------------------
Item 4. Ownership
Amount Beneficially Owned: 1,127,500 shares /2/
Percent of Class: 16.1% /3/
Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,127,500
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition
of: 1,127,500
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
____________________
/2/ As of December 31, 1996. Includes (1) 1,120,000 shares
owned directly by Mr. Pearse, (2) 7,500 shares beneficially owned by
Mr. Pearse pursuant to currently exercisable options, or options
exercisable within sixty days of December 31, 1996, granted to Mr.
Pearse by Ultimate Electronics, Inc. under its employee stock option
plan.
/3/ Based on 7,002,500 shares of Common Stock deemed to be
outstanding on December 31, 1996.
Page 5 of 7 Pages<PAGE>
ULTIMATE ELECTRONICS, INC.
CUSIP NO. 903849 10 7 SCHEDULE 13G
- ----------------------------------------------------------------------
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
Not applicable.
Page 6 of 7 Pages<PAGE>
ULTIMATE ELECTRONICS, INC.
CUSIP NO. 903849 10 7 SCHEDULE 13G
- ----------------------------------------------------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: February 12, 1997
/S/ WILLIAM J. PEARSE
--------------------------------------
Signature
William J. Pearse
