ROBERDS INC, 10-K405/A, 1997-06-27

ROBERDS INC
10-K405/A, 1997-06-27
FURNITURE STORES

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<PAGE> 1
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

[X] AMENDMENT NUMBER 2 TO ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-22702

ROBERDS, INC.

An Ohio Corporation 31-0801335
IRS Employer Identification Number

1100 East Central Avenue
Dayton, Ohio 45449-1888
(937) 859-5127

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
Common Shares, without par value

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 requirements
for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

At the close of trading on January 31, 1997, 5,964,830 common shares, without
par value, were outstanding. Of these, 1,812,789 common shares, having an
aggregate market value (based upon the average of the high and low trading
prices on that date) of approximately $14,955,509, were held by non-affiliates
of the Registrant. Common shares held by each executive officer and director,
and by each person who owns five percent or more of the outstanding common
shares, have been excluded, in that such persons may be deemed to be affiliates.
However, such calculation does not constitute an admission or determination that
any such officer or director or holder of more than five percent of the
outstanding common shares is in fact an affiliate of the Registrant.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for its 1997 annual meeting of
shareholders are incorporated into Part III herein by reference.

- 1 -

<PAGE> 2

Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the
undersigned registrant (the "Registrant") hereby amends its annual report on
Form 10-K for the fiscal year ended December 31, 1996 to include the following
information, financial statements, and exhibits required by Form 11-K with
respect to the Roberds, Inc. Profit Sharing and Employee Retirement Savings Plan
("Plan") for the year ended December 31, 1996. Roberds, Inc. is the issuer of
some of the securities held pursuant to the Plan. The schedules called for under
Article 6A-05 in Regulation S-X have been omitted because they are inapplicable
or the required information has been given in the financial statements or notes
thereto:

ROBERDS, INC. PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

TABLE OF CONTENTS
-----------------

Page
----

Independent Auditors' Report 3

Financial Statements as of December 31, 1996 and 1995 and for
the Year Ended December 31, 1996:

Statements of Net Assets Available for Plan Benefits 4

Statement of Changes in Net Assets Available for Plan Benefits 8

Notes To Financial Statements 10

Supplemental Schedules as of December 31, 1996 and for the
Year Then Ended:

Item 27(a) - Schedule of Assets Held for Investment Purposes 12

Item 27(d) - Schedule of Reportable Transactions Involving a
Series of Transactions in Excess of Five Percent of Plan Assets 13

- 2 -

<PAGE> 3

INDEPENDENT AUDITORS' REPORT

Participants and Plan Administrator
Roberds, Inc. Profit Sharing and Employee
Retirement Savings Plan:

We have audited the accompanying statements of net assets available for plan
benefits of Roberds, Inc. Profit Sharing and Employee Retirement Savings Plan
(the "Plan") as of December 31, 1996 and 1995 and the related statement of
changes in net assets available for plan benefits for the year ended December
31, 1996. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 1996
and 1995, and the changes in net assets available for plan benefits for the year
ended December 31, 1996, in conformity with generally accepted accounting
principles.

The supplemental information by fund is presented for the purpose of additional
analysis of the basic financial statements rather than to present information
regarding the net assets available for plan benefits and changes in net assets
available for plan benefits of the individual funds, and is not a required part
of the basic financial statements. This supplemental information is the
responsibility of the Plan's management. Such supplemental information by fund
has been subjected to the auditing procedures applied in our audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects when considered in relation to the basic financial statements taken as
a whole.

Our audit of the Plan's financial statements as of and for the year ended
December 31, 1996 was made for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental schedules, listed in the
foregoing table of contents, are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements for the year
ended December 31, 1996, and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

DELOITTE & TOUCHE LLP
Dayton, Ohio
June 2, 1997

- 3 -
<PAGE> 4
ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1996
- --------------------------------------------------------------------------------

SUPPLEMENTAL INFORMATION BY FUND
--------------------------------------------------------------------------

INSURANCE FIXED SHORT- GOVERNMENT
DEPOSIT EQUITY INCOME TERM CAPITAL SECURITIES
ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT

<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS - The Union Central Life Insurance
Company (Notes A, B, D and E):
Deposit Administration
Contract, at contract value $2,526,501 $ $ $ $ $
Pooled Separate Accounts, at fair value 1,612,808 352,510 51,829 471,721 200
Mutual funds
Loans to participants
---------- ---------- ---------- ---------- ---------- ----------
Total 2,526,501 1,612,808 352,510 51,829 471,721 200

CONTRIBUTIONS RECEIVABLE:
Participants (Note A) 17,073 10,036 3,820 956 7,380 88
Employer 80,945

CASH VALUE OF LIFE INSURANCE 101,626
---------- ---------- ---------- ---------- ---------- ----------
TOTAL ASSETS 2,726,145 1,622,844 356,330 52,785 479,101 288

LIABILITY - Excess contributions 18,096 22,788 6,666 47 10,187
---------- ---------- ---------- ---------- ---------- ----------

NET ASSETS AVAILABLE FOR PLAN BENEFITS $2,708,049 $1,600,056 $ 349,664 $ 52,738 $ 468,914 $ 288
========== ========== ========== ========== ========== ==========

See notes to financial statements. (Continued)

</TABLE>

- 4 -

<PAGE> 5
ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

SUPPLEMENTAL INFORMATION BY FUND
-------------------------------------------------------------------------------------

20TH 20TH
NEUBERGER NEUBERGER CENTURY CENTURY SCUDDER
& BERMAN & BERMAN SELECT ULTRA INTERNATIONAL PARTICIPANT
GUARDIAN GENESIS ACCOUNT ACCOUNT ACCOUNT LOANS TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS - The Union Central Life
Insurance Company (Notes A, B, D and E):
Deposit Administration Contract, at
contract value $ $ $ $ $ $ $ 2,526,501
Pooled Separate Accounts, at fair value 2,489,068
Mutual funds 303,841 134,522 177,712 607,803 3,120 1,226,998
Loans to participants 213,815 213,815
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total 303,841 134,522 177,712 607,803 3,120 213,815 6,456,382

CONTRIBUTIONS RECEIVABLE:
Participants (Note A) 9,129 5,536 4,095 14,435 578 73,126
Employer 80,945

CASH VALUE OF LIFE INSURANCE 101,626
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL ASSETS 312,970 140,058 181,807 622,238 3,698 213,815 6,712,079

LIABILITY - Excess contributions 5,546 2,875 2,114 5,867 74,186
---------- ---------- ---------- ---------- ---------- ---------- ----------

NET ASSETS AVAILABLE FOR PLAN
BENEFITS $ 307,424 $ 137,183 $ 179,693 $ 616,371 $ 3,698 $ 213,815 $6,637,893
========== ========== ========== ========== ========== ========== ==========

See notes to financial statements. (Concluded)

</TABLE>

- 5 -

<PAGE> 6
ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>

SUPPLEMENTAL INFORMATION BY FUND
---------------------------------------------------------------

INSURANCE FIXED SHORT-
DEPOSIT EQUITY INCOME TERM CAPITAL
ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT

<S> <C> <C> <C> <C> <C>
INVESTMENTS - The Union Central Life Insurance Company
(Notes A, B, D and E):
Deposit Administration Contract, at contract value $2,512,048 $ $ $ $
Pooled Separate Accounts, at fair value 1,254,723 313,316 52,382 387,349
Mutual funds
Loans to participants
---------- ---------- ---------- ---------- ----------

Total 2,512,048 1,254,723 313,316 52,382 387,349

CONTRIBUTIONS RECEIVABLE - Participants (Note A) 22,370 11,055 5,470 1,377 7,718

CASH VALUE OF LIFE INSURANCE 92,015
---------- ---------- ---------- ---------- ----------
TOTAL ASSETS 2,626,433 1,265,778 318,786 53,759 395,067

LIABILITY - Excess contributions 9,308 1,894 6,082 1,223 2,354
---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $2,617,125 $1,263,884 $ 312,704 $ 52,536 $ 392,713
========== ========== ========== ========== ==========

See notes to financial statements. (Continued)
</TABLE>

- 6 -

<PAGE> 7
ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

SUPPLEMENTAL INFORMATION BY FUND
------------------------------------------------------------------------

20TH 20TH
NEUBERGER NEUBERGER CENTURY CENTURY
& BERMAN & BERMAN SELECT ULTRA PARTICIPANT
GUARDIAN GENESIS ACCOUNT ACCOUNT LOANS TOTAL
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS - The Union Central Life Insurance Company
(Notes A, B, D and E):
Deposit Administration Contract, at contract value $ $ $ $ $ $2,512,048
Pooled Separate Accounts, at fair value 2,007,770
Mutual funds 155,663 20,889 118,764 420,805 716,121
Loans to participants 158,666 158,666
---------- ---------- ---------- ---------- ---------- ----------
Total 155,663 20,889 118,764 420,805 158,666 5,394,605

CONTRIBUTIONS RECEIVABLE - Participants (Note A) 7,214 1,549 3,753 11,222 71,728

CASH VALUE OF LIFE INSURANCE 92,015
---------- ---------- ---------- ---------- ---------- ----------

TOTAL ASSETS 162,877 22,438 122,517 432,027 158,666 5,558,348

LIABILITY - Excess contributions 20,861
---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 162,877 $ 22,438 $ 122,517 $ 432,027 $ 158,666 $5,537,487
========== ========== ========== ========== ========== ==========

See notes to financial statements. (Concluded)
</TABLE>

- 7 -

<PAGE> 8

ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

SUPPLEMENTAL INFORMATION BY FUND
-----------------------------------------------------------------------------

INSURANCE FIXED SHORT- GOVERNMENT
DEPOSIT EQUITY INCOME TERM CAPITAL SECURITIES
ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Net appreciation in fair value of investments $ 301,283 $ 20,119 $ $ 54,398 $ 8
Interest 141,747 1,949
----------- ----------- ----------- ----------- ----------- -------
Total investment income 141,747 301,283 20,119 1,949 54,398 8

Contributions:
Participants (Note A) 215,470 153,208 93,426 10,587 82,114 477
Matching (Employer) 80,945
----------- ----------- ----------- ----------- ----------- -------

Total additions 438,162 454,491 113,545 12,536 136,512 485

DEDUCTIONS:
Benefits paid directly to participants (Note A) 243,399 69,738 23,403 17,261 23,939 164
Other 38,043 27,662 6,985 93 10,339
----------- ----------- ----------- ----------- ----------- -------
Total deductions 281,442 97,400 30,388 17,354 34,278 164

TRANSFERS - Interfund (65,796) (20,919) (46,197) 5,020 (26,033) (33)
----------- ----------- ----------- ----------- ----------- -------
INCREASE IN NET ASSETS 90,924 336,172 36,960 202 76,201 288

NET ASSETS AVAILABLE FOR PLAN BENEFITS -
Beginning of year 2,617,125 1,263,884 312,704 52,536 392,713
----------- ----------- ----------- ----------- ----------- -------
NET ASSETS AVAILABLE FOR PLAN BENEFITS -
End of year $ 2,708,049 $ 1,600,056 $ 349,664 $ 52,738 $ 468,914 $ 288
=========== =========== =========== =========== =========== ========

See notes to financial statements. (Continued)
</TABLE>

- 8 -

<PAGE> 9

ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

SUPPLEMENTAL INFORMATION BY FUND
--------------------------------------------------------------------------------------

20TH 20TH
NEUBERGER NEUBERGER CENTURY CENTURY SCUDDER
& BERMAN & BERMAN SELECT ULTRA INTERNATIONAL PARTICIPANT
GUARDIAN GENESIS ACCOUNT ACCOUNT ACCOUNT LOANS TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Net appreciation in fair value of
investments $ 37,765 $ 16,777 $ 24,794 $ 60,048 $ 204 $ $ 515,396
Interest 14,080 157,776
---------- ---------- ---------- ---------- ---------- ---------- ----------

Total investment income 37,765 16,777 24,794 60,048 204 14,080 673,172

Contributions:
Participants (Note A) 115,608 43,779 49,526 178,833 2,929 945,956
Matching (Employer) 80,945
---------- ---------- ---------- ---------- ---------- ---------- ----------

Total additions 153,373 60,556 74,320 238,881 3,133 14,080 1,700,073

DEDUCTIONS:
Benefits paid directly to participants
(Note A) 32,118 5,173 15,408 37,786 305 30,498 499,192
Other 5,561 2,885 2,526 6,381 100,476
---------- ---------- ---------- ---------- ---------- ---------- ----------

Total deductions 37,679 8,058 17,934 44,167 305 30,498 599,668

TRANSFERS - Interfund 28,853 62,247 790 (10,370) 870 71,567
---------- ---------- ---------- ---------- ---------- ---------- ----------

INCREASE IN NET ASSETS 144,547 114,745 57,176 184,344 3,698 55,149 1,100,405

NET ASSETS AVAILABLE FOR PLAN
BENEFITS - Beginning of year 162,877 22,438 122,517 432,027 158,666 5,537,487
---------- ---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS - End of year $ 307,424 $ 137,183 $ 179,693 $ 616,371 $ 3,698 $ 213,815 $6,637,893
========== ========== ========== ========== ========== ========== ==========

See notes to financial statements. (Concluded)

</TABLE>

- 9 -

<PAGE> 10

ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------

A. PLAN DESCRIPTION

The following brief description of the Roberds, Inc. Profit Sharing and
Employee Retirement Savings Plan (the "Plan") provides only general
information. Participants should refer to the Plan agreement for more
complete information.

GENERAL - The Plan is a defined contribution 401(k) profit sharing plan
which covers all full-time employees of Roberds, Inc. (the "Company") who
are age 21 or older. Each year the Company may make discretionary
contributions as deemed by its Board of Directors. The Plan is subject to
provisions of the Employment Retirement Income Security Act of 1974
("ERISA"). The Plan's administrator is Roberds, Inc. and the recordkeeper
is Union Central Life Insurance Company (Union Central) (see Note E).

PARTICIPANTS' ACCOUNTS - Participants may contribute up to 20% of their
annual wages, subject to current Internal Revenue Service limitations. In
addition, effective January 1, 1996, the Company will match a percentage of
the first six percent of each participant's pay that they contribute to the
Plan as determined annually by its Board of Directors. This amount will be
made in Roberds common stock. Participants' accounts are credited with the
participants' contribution and an allocation of (a) the Company's
contributions, (b) Plan net earnings, and (c) forfeitures of terminated
participants' nonvested accounts. Allocations are based on participant
wages, as defined. As of 12/31/97, $43,000 of forfeited amounts had not
been allocated.

VESTING - Participants are 100% vested in their voluntary contributions,
plus actual earnings thereon. Participants are 100% vested (cliff vesting)
in the remainder of the contributions after five years of participation in
the Plan.

PARTICIPANTS' LOANS - Participants may borrow from their fund accounts a
minimum of $500 up to a maximum equal to the lesser of $50,000 or 50% of
their account balance. Loan transactions are treated as a transfer to
(from) the investment fund from (to) the participant loan fund. Loan terms
range up to five years. The loans are secured by the balance in the
participant's account and bear interest at the prime rate of interest, plus
1%. Principal and interest are paid ratably through monthly payroll
deductions.

PAYMENT OF BENEFITS - Upon termination of service, a participant may elect
distribution by payment in a lump sum equal to the value of the
participant's account or by payment in monthly, quarterly or annual
installments over a reasonable fixed period of time.

TERMINATION - Although the Company has not expressed an intention to do so,
the Plan may be terminated at the option of the Company at any time subject
to the provisions of ERISA. If terminated, participants' vested interest
will be distributed in accordance with the Plan.

INVESTMENTS - Participants may invest their deposits in an Insurance
Deposit Account, Equity Account, Fixed Income Account, Short-Term Account,
Capital Account, Government Securities Account, Neuberger & Berman Guardian
Fund, Neuberger & Berman Genesis Fund, 20th Century Select Account, 20th
Century Ultra Account, Scudder International Account or a combination
thereof as offered by Union Central. Participants may also elect to invest
their deposits in common shares of Roberds, Inc. (see Note E).

- 10 -

<PAGE> 11

B. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING - The Plan's financial statements are maintained on the
accrual basis.

INVESTMENT VALUATION AND INCOME RECOGNITION - Investments in pooled
separate accounts are stated at fair values based on amounts quoted by the
insurance carrier. The deposit administration contract is stated at
contract value, which approximates fair value. Mutual funds are stated at
fair value. Participant notes receivable are valued at cost which
approximates fair value. Gains and losses on investment transactions are
determined by the weighted average method.

ADMINISTRATIVE EXPENSES are paid by the Company.

LIFE INSURANCE - Participants may elect to purchase individual life
insurance policies with up to 25% of the contributions to their accounts.
Premiums paid under these contracts were $6,540 for the year ended December
31, 1996.

C. INCOME TAX STATUS

The Plan has received a determination letter from the Internal Revenue
Service dated December 15, 1995 indicating that the Plan qualifies under
the Internal Revenue Code, Section 401(a), and is therefore not subject to
tax under present law. The Plan's administrator has indicated that no
changes have been made to the plan that would violate this tax-exempt
status. Therefore, no provision for income taxes has been included in the
Plan's financial statements.

D. INVESTMENTS

Investments at contract or fair value exceeding five percent of the net
assets of the Plan at December 31, 1996 and 1995 were:

1996 1995
<S> <C> <C>
Union Central Life Insurance Company:
Insurance Deposit account $ 2,526,501 $ 2,512,048
Equity account 1,612,808 1,254,723
Fixed income account 352,510 313,316
Capital account 471,721 387,349
20th Century Ultra account 607,803 420,805
</TABLE>

E. SUBSEQUENT EVENT

Effective April 1, 1997, Merrill Lynch replaced Union Central Life
Insurance Company as the Plan's recordkeeper. As a result, the former plan
investment options have been eliminated and replaced by the Merrill Lynch
Retirement Preservation Trust, Merrill Lynch Global Allocation Fund, Inc.,
Merrill Lynch Corporate Bond Fund, Inc. - Intermediate Term Portfolio,
Merrill Lynch Basic Value Fund, Inc., Merrill Lynch Federal Securities
Trust, MFS Emerging Growth Fund, Merrill Lynch Growth Fund, AIM
Constellation Fund, and Ivy International Fund. Participants balances by
investment option at March 31, 1997 were transferred to the respective
Merrill Lynch funds with the most similar characteristics.

* * * * * *

- 11 -

<PAGE> 12

ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
- --------------------------------------------------------------------------------

FAIR OR
HISTORICAL CONTRACT
COST VALUE
UNION CENTRAL LIFE INSURANCE COMPANY:
Insurance Deposit Accounts $2,526,501 $2,526,501
Equity Account 855,128 1,612,808
Fixed Income Account 246,788 352,510
Short-Term Account 45,237 51,829
Capital Account 336,044 471,721
Government Securities Account 226 200
Neuberger & Berman Guardian 235,832 303,841
Neuberger & Berman Genesis 115,638 134,522
20th Century Select Account 135,884 177,712
20th Century Ultra Account 416,452 607,803
Scudder International Account 2,916 3,120
Participant Loans (interest rates ranging from
8.25% - 10%, with various maturities through
May 7, 2001) 213,815 213,815
---------- ----------

TOTAL INVESTMENTS $5,130,461 $6,456,382
========== ==========

- 12 -

<PAGE> 13

ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS INVOLVING A
SERIES OF TRANSACTIONS IN EXCESS OF FIVE PERCENT OF PLAN ASSETS
YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------

Purchases Sales Proceeds Gain/Loss
<S> <C> <C> <C> <C>
UNION CENTRAL LIFE INSURANCE
COMPANY - Insurance Deposit Accounts $ 389,823 $ 375,370 $ 375,370 $

</TABLE>

- 13 -

<PAGE> 14
PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(3) EXHIBITS
- ------ --------

2.1 Certificate and Agreement of Merger between Dayton Factory
Service, Inc. and Registrant, filed October 1, 1993 as Exhibit
2.1 to Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.

2.2 Certificate and Agreement of Merger between Roberds of Atlanta,
Inc. and Registrant, filed October 1, 1993 as Exhibit 2.2 to
Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.

2.3 Stock Purchase Agreement among Registrant, Kenneth W. Fletcher
and Donald C. Wright transferring all of the outstanding shares
of Roberds Service Company to Registrant, filed October 1, 1993
as Exhibit 2.3 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.

2.4 Stock Purchase Agreement among Registrant, Kenneth W. Fletcher
and Donald C. Wright transferring all of the outstanding shares
of Roberd Insurance Agency, Inc. to Registrant, filed October 1,
1993 as Exhibit 2.4 to Registrant's Form S-1, Registration File
No. 33-69876, and incorporated herein by reference.

2.5 Certificate of merger of Roberds Service Company into Roberds,
Inc., effective August 31, 1994, filed as Exhibit 2.5 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 and incorporated herein by reference.

3.1 Amended Articles of Incorporation of Registrant, filed January
10, 1994, as Exhibit 4.1 to Registrant's Form S-8, Registration
File No. 33-73900, and incorporated herein by reference.

3.2 Amended Code of Regulations of Registrant, filed January 10,
1994, as Exhibit 4.2 to Registrant's Form S-8, Registration File
No. 33-73900, and incorporated herein by reference.

4.1 Amended Articles of Incorporation of Registrant (filed as Exhibit
3.1).

4.2 Amended Code of Regulations of Registrant (filed as Exhibit 3.2).

4.3 Specimen certificate for Registrant's Common Shares, filed
October 1, 1993 as Exhibit 4.3 to Registrant's Form S-1,
Registration File No. 33-69876, and incorporated herein by
reference.

4.3.1 Amended specimen certificate for Registrant's Common Shares,
reflecting the change in stock transfer agent to National City
Bank, Cleveland, Ohio, effective November 1, 1995, filed as
Exhibit 4.3.1 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, and incorporated herein by
reference.

4.4 Excluded from the exhibits are certain agreements relating to
long term debt which, individually, do not exceed 10% of the
total assets of Registrant. Registrant hereby undertakes to
furnish a copy of such agreements upon request by the Commission.

10.1# Roberds, Inc. 1993 Stock Incentive Plan, filed October 1, 1993 as
Exhibit 10.1 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.

10.1.1# Amendment to Roberds, Inc. 1993 Stock Incentive Plan, filed as
Exhibit 99.1 to Registrant's Form S-1, File No. 33-97262, filed
September 25, 1995, and incorporated herein by reference.

-14-
<PAGE> 15

10.1.2# Amendment to Roberds, Inc. 1993 Stock Incentive Plan, referred to
in Exhibit 10.1, effective as of November 1, 1996, and filed
herewith.

10.2# Roberds, Inc. Employee Stock Purchase Plan, filed October 1, 1993
as Exhibit 10.2 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.

10.2.1# Amendment to Roberds, Inc. Employee Stock Purchase Plan, referred
to in Exhibit 10.2, effective as of November 1, 1996, and filed
herewith.

10.3# Roberds, Inc. 1993 Outside Director Stock Option Plan, filed
October 1, 1993 as Exhibit 10.3 to Registrant's Form S-1,
Registration File No. 33-69876, and incorporated herein by
reference.

10.3.1# Amendment to Roberds, Inc. 1993 Outside Director Stock Option
Plan, referred to in Exhibit 10.3, effective as of November 1,
1996, and filed herewith.

10.3.2# Roberds, Inc. Profit Sharing and Employee Retirement Savings
Plan, as amended, filed as Exhibit 99 to Registrant's Form S-8,
Registration File No. 33-81086, and incorporated herein by
reference.

10.3.3# Roberds, Inc. Amended and Restated Deferred Compensation Plan for
Outside Directors, effective 1996, filed as Exhibit 10.3.2 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, and incorporated herein by reference.

10.3.3.1# Amendment to Roberds, Inc. Amended and Restated Deferred
Compensation Plan for Outside Directors, referred to in Exhibit
10.3.3, effective as of February 27, 1996, and filed herewith.

10.3.3.2# Amendment to Roberds, Inc. Amended and Restated Deferred
Compensation Plan for Outside Directors, referred to in Exhibit
10.3.3, effective as of November 1, 1996, and filed as Exhibit
99.1 to Registrant's Form S-8, Registration File No. 333-19903,
and incorporated herein by reference.

10.4.1 Lease Agreement dated April 1, 1990 among Registrant, Kenneth W.
Fletcher and Donald C. Wright, relating to Registrant's facility
located at 1000 East Central Avenue, West Carrollton, Ohio, and
amendments thereto, filed October 1, 1993 as Exhibit 10.4.1 to
Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.

10.4.1.1 Assignment and Assumption Agreement in connection with the
transfer of ownership of Registrant's facility located at 1000
East Central Avenue, West Carrollton, Ohio from Kenneth W.
Fletcher and Donald C. Wright, an Ohio general partnership, to
Kenneth W. Fletcher, individually, and assigning Registrant's
related lease of the property to Mr. Fletcher, all effective
January 1, 1995, and filed as Exhibit 10.4.1.1 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994 and incorporated herein by reference.

10.4.1.2 Assignment and Assumption Agreement in connection with the
transfer of ownership of Registrant's facility located at 1000
East Central Avenue, West Carrollton, Ohio from Kenneth W.
Fletcher, individually, to DAF Investments LTD., an Ohio limited
liability company controlled by Mr. Fletcher, and assigning
Registrant's related lease of the property to DAF Investments
LTD., all effective January 1, 1995, and filed as Exhibit
10.4.1.2 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 and incorporated herein by
reference.

10.4.1.3 Assignment and Assumption of Lease in connection with the
transfer of ownership of Registrant's facility located at 1000
East Central Avenue, West Carrollton, Ohio from DAF Investments
LTD., an Ohio limited liability company controlled by Mr. Kenneth
W. Fletcher, to DAF West Carrollton Plaza, LTD., an Ohio limited
liability company controlled by Mr. Fletcher, and assigning
Registrant's related lease of the property to DAF West Carrollton
Plaza, LTD., effective January 14, 1997, and incorporated herein
by reference and filed herewith.

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<PAGE> 16

10.4.2 Lease Agreement dated April 1, 1990 among Registrant, Kenneth W.
Fletcher and Donald C. Wright, relating to Registrant's facility
located at 1100 East Central Avenue, West Carrollton, Ohio, and
amendments thereto, filed October 1, 1993 as Exhibit 10.4.2 to
Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.

10.4.2.1 Assignment and Assumption Agreement in connection with the
transfer of ownership of Registrant's facility located at 1100
East Central Avenue, West Carrollton, Ohio from Kenneth W.
Fletcher and Donald C. Wright, an Ohio general partnership, to
Kenneth W. Fletcher, individually, and assigning Registrant's
related lease of the property to Mr. Fletcher, all effective
January 1, 1995, and filed as Exhibit 10.4.2.1 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994 and incorporated herein by reference.

10.4.2.2 Assignment and Assumption Agreement in connection with the
transfer of ownership of Registrant's facility located at 1100
East Central Avenue, West Carrollton, Ohio from Kenneth W.
Fletcher, individually, to DAF Investments LTD., an Ohio limited
liability company controlled by Mr. Fletcher, and assigning
Registrant's related lease of the property to DAF Investments
LTD., all effective January 1, 1995, and filed as Exhibit
10.4.2.2 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 and incorporated herein by
reference.

10.4.2.3 Assignment and Assumption of Lease in connection with the
transfer of ownership of Registrant's facility located at 1100
East Central Avenue, West Carrollton, Ohio from DAF Investments
LTD., an Ohio limited liability company controlled by Mr. Kenneth
W. Fletcher, to DAF West Carrollton Plaza, LTD., an Ohio limited
liability company controlled by Mr. Fletcher, and assigning
Registrant's related lease of the property to DAF West Carrollton
Plaza, LTD., effective January 14, 1997, and incorporated herein
by reference and filed herewith.

10.4.3 Lease Agreement dated June 1, 1988 among Registrant, Kenneth W.
Fletcher and Donald C. Wright, relating to Registrant's Piqua,
Ohio facility, and amendments thereto, filed October 1, 1993 as
Exhibit 10.4.3 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.

10.4.3.1 Assignment and Assumption Agreement in connection with the
transfer of ownership of Registrant's Piqua, Ohio facility from
Kenneth W. Fletcher and Donald C. Wright, an Ohio general
partnership, to Donald C. Wright, individually, and assigning
Registrant's related lease of the property to Mr. Wright, all
effective January 1, 1995 and filed as Exhibit 10.4.3.1 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 and incorporated herein by reference.

10.4.4 Lease Agreement dated April 1, 1988 among Registrant, Kenneth W.
Fletcher and Donald C. Wright, relating to Registrant's Richmond,
Indiana facility, and amendments thereto, filed October 1, 1993
as Exhibit 10.4.4 to Registrant's Form S-1, Registration File No.
33-69876, incorporated herein by reference.

10.4.4.1 Assignment and Assumption Agreement in connection with the
transfer of ownership of Registrant's Richmond, Indiana facility
from Kenneth W. Fletcher and Donald C. Wright, an Ohio general
partnership, to Donald C. Wright, individually, and assigning
Registrant's related lease of the property to Mr. Wright, all
effective January 1, 1995, and filed as Exhibit 10.4.4.1 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 and incorporated herein by reference.

10.4.5 Lease Agreement dated March 1, 1992 among Registrant, Kenneth W.
Fletcher and Donald C. Wright, relating to Registrant's
Springfield, Ohio facility, and amendments thereto, filed October
1, 1993 as Exhibit 10.4.5 to Registrant's Form S-1, Registration
File No. 33-69876, and incorporated herein by reference.

10.4.5.1 Assignment and Assumption of Leases transferring ownership of
Registrant's Springfield, Ohio facility from Kenneth W. Fletcher
and Donald C. Wright, an Ohio general partnership, to Springfield
Properties, Inc., an Ohio corporation owned by Messrs. Fletcher
and Wright, and assigning Registrant's related lease of the
property to Springfield Properties, Inc., all effective November
16, 1994, and filed as Exhibit 10.4.5.1 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994
and incorporated herein by reference.

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<PAGE> 17

10.4.6 Lease Agreement dated March 1, 1987 between Registrant and Howard
Investments, a partnership owned by the Initial Shareholders,
relating to Registrant's Norcross, Georgia facility, filed
October 1, 1993 as Exhibit 10.4.6 to Registrant's Form S-1,
Registration File No. 33-69876, and incorporated herein by
reference.

10.4.6.1 Amendments to Lease Agreement between Registrant and Howard
Investments, referred to in Exhibit 10.4.6, effective December
20, 1995, pursuant to a sale of the property by Howard
Investments to 800 Broadway and Ponce de Leon Stores, which are
unrelated to the Company and the Initial Shareholders, filed as
Exhibit 10.4.6.1 to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, and incorporated herein
by reference.

10.4.7 Lease Agreement dated March 1, 1987 between Registrant and Howard
Investments, a partnership owned by the Initial Shareholders,
relating to Registrant's Marietta, Georgia facility, filed
October 1, 1993 as Exhibit 10.4.7 to Registrant's Form S-1,
Registration File No. 33-69876, and incorporated herein by
reference.

10.4.8 Lease Agreement dated November 1, 1987 between Registrant and
Howard Investments, a partnership owned by the Principal
Shareholders, relating to Registrant's Forest Park, Georgia
facility, and amendments thereto, filed October 1, 1993 as
Exhibit 10.4.8 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.

10.4.9 Rent-Up Guarantee Agreement, filed October 1, 1993 as Exhibit
10.4.9 to Registrant's Form S-1, Registration File No. 33-69876,
and incorporated herein by reference.

10.5 Tax Indemnification Agreement among Kenneth W. Fletcher, Donald
C. Wright, Howard W. Smith, and Registrant, filed October 1, 1993
as Exhibit 10.5 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.

10.6.1 Amended and Restated Security Agreement between Registrant and
Chrysler First Commercial Corporation, filed October 1, 1993 as
Exhibit 10.6.1 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.

10.6.2 Inventory Financing and Security Agreement between Whirlpool
Financial Corporation and Registrant, filed October 1, 1993 as
Exhibit 10.6.2 to Registrant's Form S-1, Registration File
No. 33-69876, and incorporated herein by reference.

10.6.3 Business Loan Agreement between Bank One, Dayton, NA and
Registrant, dated November 23, 1993, for up to $30 million. Filed
as Exhibit 10.6.3 to Registrant's Form 10-K for the fiscal year
ended December 31, 1993, and incorporated herein by reference.

10.6.3.1 Amendment to Business Loan Agreement between Bank One, Dayton, NA
and Registrant, dated April 20, 1994, amending the agreement
referred to in Exhibit 10.6.3, and filed as Exhibit 10.6.3.1 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, and incorporated herein by reference.

10.6.3.2 Amendment to Amended and Restated Business Loan Agreement between
Bank One, Dayton, NA and Registrant, dated December 7, 1994,
amending the agreement referred to in Exhibit 10.6.3, and filed
as Exhibit 10.6.3.2 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994, and incorporated
herein by reference.

10.6.3.3 Amendment to Amended and Restated Business Loan Agreement between
Bank One, Dayton, NA and Registrant, dated October 13, 1995,
amending the agreement referred to in Exhibit 10.6.3, filed as
Exhibit 10.6.3.3 to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, and incorporated herein
by reference.

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<PAGE> 18

10.6.3.4 Amendment to Amended and Restated Business Loan Agreement between
Bank One, Dayton, NA and Registrant, dated as of June 29, 1996,
amending the agreement referred to in Exhibit 10.6.3, and filed
herewith.

10.6.3.5 Second Amendment to Amended and Restated Business Loan Agreement
between Bank One, Dayton, NA and Registrant, dated December 31,
1996, amending the agreement referred to in Exhibit 10.6.3.4, and
filed herewith.

10.6.3.6 Amendment to Second Amended and Restated Business Loan Agreement
between Bank One, Dayton, NA and Registrant, dated February 27,
1997, amending the agreement referred to in Exhibit 10.6.3, and
filed herewith.

10.6.4 Term loan agreement between Bank One, Dayton, NA and Registrant,
dated November 8, 1994, for up to $7 million, and filed as
Exhibit 10.6.4 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, and incorporated herein by
reference.

10.7 Amended and Restated Private Label Revolving Plan Agreement
between Registrant and Bank One, Dayton, N.A., filed October 1,
1993 as Exhibit 10.7 to Registrant's Form S-1, Registration File
No. 33-69876, and incorporated herein by reference. Portions of
the Exhibit have been omitted pursuant to a request by Registrant
for confidential treatment.

10.8.1 Termination of Stock Redemption Agreement dated September 24,
1993 between Roberds Service Company and shareholders of Roberds
Service Company, filed October 1, 1993 as Exhibit 10.8.1 to
Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.

10.8.2 Termination of Stock Redemption Agreement dated September 24,
1993 between Roberds, Inc. and shareholders of Roberds, Inc.,
filed October 1, 1993 as Exhibit 10.8.2 to Registrant's Form S-1,
Registration File No. 33-69876, and incorporated herein by
reference.

10.9# Letter Agreements Limiting Salary and Bonus of Messrs. Fletcher,
Wright and Smith, filed November 12, 1993 as Exhibit 10.9 to
Registrant's Amendment No. 3 to Form S-1, Registration File No.
33-69876, and incorporated herein by reference.

10.10# Registrant's Executive Compensation Plan, adopted in 1994,
effective for the 1995 calendar year, filed as Exhibit 10.10 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 and incorporated herein by reference.

10.10.1# Registrant's Amended and Restated Executive Compensation Plan, as
amended for the 1996 calendar year, amending the Plan referred to
in Exhibit 10.10 above, and filed as Exhibit 10.10.1 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, and filed herewith.

10.10.2# Registrant's Seconded Amended and Restated Executive Compensation
Plan, as amended for the 1997 calendar year, amending the Plan
referred to in Exhibit 10.10.1 above, and filed herewith.

10.11.1# Employment Agreement, dated as of March 1, 1996, between
Registrant and Charles H. Palko, Vice President-Appliances, and
filed herewith.

10.11.2# Employment Agreement, dated as of July 10, 1996, between
Registrant and Michael E. Ray, President-Tampa Market, and filed
herewith.

11 Calculation of pro forma net earnings for the years ended
December 31, 1993 and 1992, filed on March 25, 1994, as Exhibit
11 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993, Commission File Number 0-22702, and
incorporated herein by reference.

21 Subsidiary of Registrant, filed as Exhibit 21 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994 and incorporated herein by reference.

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<PAGE> 19

*23 Independent Auditors' Consent.

24 Powers of attorney.

27 Financial Data Schedules

* Exhibits electronically filed herewith.
** Exhibits incorporated by reference for the first time.
# Constitutes a "management contract or compensatory plan or
arrangement," pursuant to Item 14(a)(3),(c).

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<PAGE> 20

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment Number 2 to the
Annual Report on Form 10-K for the fiscal year ended December 31, 1996 to be
signed on its behalf by the undersigned, thereunto duly authorized.

ROBERDS, INC., by

/s/ Kenneth W. Fletcher*
- ------------------------------------------
Kenneth W. Fletcher, its
Chief Executive Officer and President

/s/ Robert M. Wilson
- ------------------------------------------
Robert M. Wilson, its
Executive Vice President and Chief Financial Officer

/s/ Michael A. Bruns
- ------------------------------------------
Michael A. Bruns, its
Vice President and Chief Accounting Officer

/s/ Robert M. Wilson
*By
---------------------------------------
Robert M. Wilson,
Attorney in fact

ROBERDS, INC. PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN, by

/s/ Robert M. Wilson
- ------------------------------------------
Robert M. Wilson, its
Plan Administrator

June 25, 1997

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<PAGE> 21

EXHIBIT INDEX

3.1 Amended Articles of Incorporation of Registrant, filed January
10, 1994, as Exhibit 4.1 to Registrant's Form S-8, Registration
File No. 33-73900, and incorporated herein by reference.

3.2 Amended Code of Regulations of Registrant, filed January 10,
1994, as Exhibit 4.2 to Registrant's Form S-8, Registration File
No. 33-73900, and incorporated herein by reference.

4.1 Amended Articles of Incorporation of Registrant (filed as Exhibit
3.1).

4.2 Amended Code of Regulations of Registrant (filed as Exhibit 3.2).

4.3 Specimen certificate for Registrant's Common Shares, filed
October 1, 1993 as Exhibit 4.3 to Registrant's Form S-1,
Registration File No. 33-69876, and incorporated herein by
reference.

10.1# Roberds, Inc. 1993 Stock Incentive Plan, filed October 1, 1993 as
Exhibit 10.1 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.

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<PAGE> 22

10.1.1# Amendment to Roberds, Inc. 1993 Stock Incentive Plan, filed as
Exhibit 99.1 to Registrant's Form S-1, File No. 33-97262, filed
September 25, 1995, and incorporated herein by reference.

10.1.2# Amendment to Roberds, Inc. 1993 Stock Incentive Plan, referred to
in Exhibit 10.1, effective as of November 1, 1996, and filed
herewith.

10.2# Roberds, Inc. Employee Stock Purchase Plan, filed October 1, 1993
as Exhibit 10.2 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.

10.2.1# Amendment to Roberds, Inc. Employee Stock Purchase Plan, referred
to in Exhibit 10.2, effective as of November 1, 1996, and filed
herewith.

10.3# Roberds, Inc. 1993 Outside Director Stock Option Plan, filed
October 1, 1993 as Exhibit 10.3 to Registrant's Form S-1,
Registration File No. 33-69876, and incorporated herein by
reference.

10.3.1# Amendment to Roberds, Inc. 1993 Outside Director Stock Option
Plan, referred to in Exhibit 10.3, effective as of November 1,
1996, and filed herewith.

10.3.3.1# Amendment to Roberds, Inc. Amended and Restated Deferred
Compensation Plan for Outside Directors, referred to in Exhibit
10.3.3, effective as of February 27, 1996, and filed herewith.

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<PAGE> 23

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<PAGE> 24

10.4.9 Rent-Up Guarantee Agreement, filed October 1, 1993 as Exhibit
10.4.9 to Registrant's Form S-1, Registration File No. 33-69876,
and incorporated herein by reference.

10.6.1 Amended and Restated Security Agreement between Registrant and
Chrysler First Commercial Corporation, filed October 1, 1993 as
Exhibit 10.6.1 to Registrant's Form S-1, Registration File
No. 33-69876, and incorporated herein by reference.

10.6.2 Inventory Financing and Security Agreement between Whirlpool
Financial Corporation and Registrant, filed October 1, 1993 as
Exhibit 10.6.2 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.

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<PAGE> 25

10.10.2# Registrant's Seconded Amended and Restated Executive Compensation
Plan, as amended for the 1997 calendar year, amending the Plan
referred to in Exhibit 10.10.1 above, and filed herewith.

10.11.1# Employment Agreement, dated as of March 1, 1996, between
Registrant and Charles H. Palko, Vice President-Appliances, and
filed herewith.

10.11.2# Employment Agreement, dated as of July 10, 1996, between
Registrant and Michael E. Ray, President-Tampa Market, and filed
herewith.

21 Subsidiary of Registrant, filed as Exhibit 21 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994 and incorporated herein by reference.

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<PAGE> 26

*23 Independent Auditors' Consent.

24 Powers of attorney.

27 Financial Data Schedules

-26-

<PAGE> 1
EXHIBIT 23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in (i) Registration Statement No.
33-73900 of Roberds, Inc. on Form S-8, (ii) Registration Statement No. 33-81086
of Roberds, Inc. on Form S-8, (iii) Registration Statement No. 33-79182 of
Roberds, Inc. on Form S-8, (iv) Registration Statement No. 33-97262, of Roberds,
Inc. on Form S-8, and (v) Registration Statement No. 333-19903 of Roberds, Inc.
on Form S-8 of our report dated June 2, 1997 on the Roberds, Inc. Profit
Sharing and Employee Retirement Savings Plan appearing in this Amendment
Number 2 to the Annual Report on Form 10-K of Roberds, Inc. for the year ended
December 31, 1996.

/s/Deloitte & Touche LLP
Dayton, Ohio

June 23, 1997