UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                                       
                                       
                                  FORM 10-QSB
                                       
                                       
         [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                                       
               For the quarterly period ended September 30, 1996
                                       
         [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                                       
                        Commission File Number 0-14731
                                       
                          COMPUTER MARKETPLACE, INC.
                          --------------------------
       (Exact name of small business issuer as specified in its charter)
                                       
              Delaware                                  35-0558415
  ---------------------------------         --------------------------------
 (State of or other jurisdiction of         (IRS Employer Identification No.)
  incorporation or organization)
                                       
                             1490 Railroad Street
                           Corona, California 91720
                           ------------------------
              (Address of Principal Executive Offices) (Zip Code)
                                       
                                (909) 735-2102
                                --------------
               (Issuer's telephone number, including area code)
                                       

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

As  of  November 12, 1996, 8,114,542 shares of the issuer's common stock  were
outstanding.
                                       
                        This report contains 15 pages.
PAGE>
                                                                              
                                                                           (2)
                                       
                  Computer Marketplace, Inc. and Subsidiaries
                                  Form 10-QSB
                                     Index
                                       
                                       
                                       
                                                                          Page
PART I.  Financial Information:                                            No.


        Condensed Consolidated Balance Sheet as of September 30, 1996...     3

        Condensed Consolidated Statements of Operations for the three
            month periods ended September 30, 1996 and 1995.............     4

        Condensed Consolidated Statements of Cash Flows for the three
            month periods ended September 30, 1996 and 1995.............   5-6

        Notes to Condensed Consolidated Financial Statements............   7-9

        Management's Discussion and Analysis of Financial Condition
           and Results of Operations.................................... 10-13


PART II. Other Information:

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

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





                                                                           (3)

PART I.   FINANCIAL INFORMATION
ITEM 1.   Financial Statements

                  Computer Marketplace, Inc. and Subsidiaries
                     Condensed Consolidated Balance Sheet
                              September 30, 1996
                                  (Unaudited)
                                                              
Assets
- ------
Current assets:
 Cash and cash equivalents                                       $     525,234
 Accounts receivable, less allowance for
     doubtful accounts of $97,622                                    3,387,376
 Inventory, net (note 2)                                             2,664,627
 Notes receivable - related parties                                    277,045
 Other current assets                                                  341,046
                                                                   -----------
     Total current assets                                            7,195,328

Property held for sale, net (note 3)                                 2,170,210
Property and equipment, net (note 3)                                   837,908
Other assets                                                            69,986

                                                                   -----------
     Total assets                                                $  10,273,432
                                                                   ===========
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
 Notes payable (note 4)                                          $   2,011,487
 Accounts payable                                                    2,367,539
 Accrued payroll and payroll related liabilities                       210,422
 Current portion of long-term debt                                      56,232
 Other current liabilities                                             173,726
                                                                   -----------
     Total current liabilities                                       4,819,406

Long-term debt                                                       1,519,507
Other liabilities                                                       91,060

Commitments and contingencies (note 5)

Stockholders' equity:
 Preferred stock - $.0001 par value, 1,000,000 shares
     authorized, no shares issued and outstanding
  Common stock - $.0001 par value, 50,000,000 shares
     authorized, 8,114,542 shares issued and outstanding                   811
  Capital in excess of par value                                     6,906,593
  Accumulated deficit                                               (3,063,945)
                                                                   -----------
     Total stockholders' equity                                      3,843,459
                                                                   -----------
     Total liabilities and stockholders' equity                  $  10,273,432
                                                                   ===========
See notes to condensed consolidated financial statements.






                                                                           (4)
                                       
                  Computer Marketplace, Inc. and Subsidiaries
                Condensed Consolidated Statements of Operations
                                  (Unaudited)


                                                      Three months ended
                                                         September 30,
                                                    1996              1995
                                                -----------       -----------

                                                         
Revenues -
     Product sales, rental, service and other $  7,179,879     $   6,532,703
   
Cost and expenses:
   Cost of revenues -
     Product sales, rental, service and other    6,259,661         5,628,287

   Selling, general and administrative           1,259,830         1,224,239
                                               -----------       -----------
                                                 7,519,491         6,852,526
                                               -----------       -----------

Operating loss                                    (339,612)         (319,823)
                                               -----------       -----------

Other income (expense):
   Interest expense                               (115,510)          (76,185)
   Interest income                                     234               794
   Miscellaneous income                              9,491               987
                                               -----------       -----------

                                                  (105,785)          (74,404)
                                               -----------       -----------

Loss before income taxes                          (445,397)         (394,227)


Provision for income taxes                            -                 -
                                               -----------        ----------

Net loss                                      $   (445,397)     $   (394,227)
                                               ===========       ===========
Net loss per share                            $      (0.05)     $      (0.05)
                                               ===========       ===========
Weighted average common shares outstanding       8,114,542         8,114,542
                                               ===========       ===========

See notes to condensed consolidated financial statements.





                                                                           (5)
                  Computer Marketplace, Inc. and Subsidiaries
                Condensed Consolidated Statements of Cash Flows
                                  (Unaudited)
                                       
                                                        Three months ended
                                                           September 30,
                                                        1996          1995
                                                    -----------   -----------
                                                           
Cash flows from operating activities:
  Net loss                                        $  (445,397)   $  (394,227)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
       Depreciation and amortization                   67,161         62,922
       Provisions for losses on accounts receivable   (10,842)        (8,900)
       Provisions for losses on inventory              30,000         14,905
       Other valuation provisions                        -              (901)
       Write-off of other assets                         -             1,278
       Other                                             -              (692)

Changes in assets and liabilities:
  Accounts receivable                                (330,794)        30,290
  Inventory                                           550,721        125,868
  Other current assets                                 53,702         69,498
  Accounts payable                                    362,683       (494,260)
  Accrued payroll and related liabilities             (84,771)      (104,476)
  Other current liabilities                           (91,669)        29,392
                                                   ----------     ----------
Net cash provided by (used in) operating activities   100,794       (669,303)
                                                   ----------    -----------
Cash flows from investing activities:
  Decrease in notes receivable - related parties       18,699          4,680
  Purchase of property and equipment                   (9,375)      (184,513)
  Proceeds from sale of equipment                        -            10,775
  Increase in other assets                             (2,432)       (30,995)
                                                   ----------     ----------
Net cash provided by (used in) investing activities     6,892       (200,053)
                                                   ----------     ----------
Cash flows from financing activities:
  Net (decrease) increase in notes payable           (163,354)       165,409
  Proceeds from long-term debt                           -            21,255
  Payments on long-term debt                          (14,019)       (16,303)
                                                   ----------     ----------
Net cash provided by (used in) financing activities  (177,373)       170,361
                                                   ----------     ----------
                                                                              
                                                                   (continued)





                                                                           (6)
                  Computer Marketplace, Inc. and Subsidiaries
          Condensed Consolidated Statements of Cash Flows, Continued
                                  (Unaudited)
                                       
                                       
                                                       Three months ended
                                                          September 30,
                                                        1996           1995
                                                    ----------     ----------

                                                           
Decrease in cash and cash equivalents             $    (69,687)  $   (698,995)
                                                    ----------     ----------

Cash and cash equivalents, beginning of period         594,921        747,665
                                                    ----------     ----------
Cash and cash equivalents, end of period          $    525,234   $     48,670
                                                    ==========     ==========
Supplemental disclosures of cash flow information:
 Cash paid for interest                           $    115,046   $     69,185

<FN>
Supplemental disclosures of non-cash operating activities:

 During  the  quarter  ended September 30, 1996 $45,431 of  other  liabilities
 were  reclassified  to accounts payable, and fixed assets  with  a  net  book
 value of $93,511 were reclassified to inventory.
 
 In  September 1995, $274,235 of accounts payable were reclassified  to  other
 liabilities to reflect the negotiated payment terms.

See notes to condensed consolidated financial statements.
</FN>


                                                                              
                                                                           (7)
                                       
                  Computer Marketplace, Inc. and Subsidiaries
             Notes to Condensed Consolidated Financial Statements
                                  (Unaudited)

1.BASIS OF PRESENTATION
  ---------------------

  In   the   opinion  of  management,  the  accompanying  unaudited  condensed
  consolidated  financial statements include all adjustments (consisting  only
  of  normal  recurring  accruals) necessary for a fair  presentation  of  the
  consolidated   financial  position  of  Computer   Marketplace,   Inc.   and
  subsidiaries  (the  "Company") as of September 30,  1996,  the  consolidated
  results  of its operations for the three month periods ending September  30,
  1996  and  1995  and  its  cash  flows for the three  month  periods  ending
  September  30,  1996  and  1995.  Although the  Company  believes  that  the
  disclosures  in  these  financial  statements  are  adequate  to  make   the
  information  presented  not  misleading, certain  information  and  footnote
  information normally included in financial statements prepared in accordance
  with generally accepted accounting principles have been condensed or omitted
  pursuant  to  the  rules  and  regulations of the  Securities  and  Exchange
  Commission.  Results of operations for the period ended September  30,  1996
  are  not necessarily indicative of results to be expected for the full year.
  For  further information, refer to the consolidated financial statements and
  footnotes  thereto included in the Company's Form 10-KSB for the year  ended
  June 30, 1996.

  Certain amounts in the three month period ended September 30, 1995 condensed
  consolidated financial statements have been reclassified to conform  to  the
  current presentation.

2.INVENTORY
  ---------

                                                 Computer              Medical
Products                                 Products         Total
                                        ----------    ----------   ----------
  Inventory                            $ 1,552,556  $    366,298  $ 1,918,854
  Inventory on short-term rental           996,989          -         996,989
                                        ----------    ----------    ---------
                                         2,549,545       366,298    2,915,843

  Less inventory valuation allowance       251,216          -         251,216
                                        ----------    ----------    ---------

    Inventory, net                     $ 2,298,329  $    366,298  $ 2,664,627
                                        ==========    ==========   ==========



Inventory  on short-term rental consists of new and previously owned computer-
related  equipment which is typically rented to customers for a few months  to
fulfill  their  temporary  computing  needs.   The  Company,  based   on   the
satisfactory economics of the transaction, will allocate existing inventory to
the  transaction  if  the  product  is available  in-house,  or  purchase  the
equipment  to  meet  the customer's needs.  At the expiration  of  the  rental
period, upon the return of the equipment to the Company, the equipment is  re-
marketed  for  sale  along with similar equipment in the Company's  inventory.
The  Company  charges operations for an estimate of the inventory's  valuation
decrease  while  it is on temporary rental.  Net increases  to  the  inventory
valuation  allowance were $30,000 for each of the three month  periods  ending
September 30, 1996 and 1995, respectively.

                                                                              
                                                                           (8)
                  Computer Marketplace, Inc. and Subsidiaries
             Notes to Condensed Consolidated Financial Statements
                                  (Unaudited)


3.PROPERTY AND EQUIPMENT
  ----------------------

  Property and equipment at September 30, 1996 consists of the following:

          Land                                                  $     53,750
          Buildings and property improvements                        252,816
          Machinery and equipment                                    794,951
          Furniture and fixtures                                     147,503
          Automobiles and trucks                                     167,508
          Long-term rental                                            16,513
                                                                 -----------
                                                                   1,433,041

          Less accumulated depreciation                              595,133
                                                                 -----------

              Property and equipment, net                       $    837,908
                                                                 ===========
 
  PROPERTY HELD FOR SALE
  ----------------------

  Property held  for  sale consists of the fifty percent (50%)  Company  owned
  facility at  205 East Fifth Street in Corona, California and  the  Company's
  main facility  located  at  1490  Railroad Street  in  Corona.   Accumulated
  depreciation associated with the two facilities at September  30,  1996  was
  $23,475 and $130,045, respectively.  The decision to classify this  property
  as held for sale was made at June 30, 1996.
 
4.NOTES PAYABLE
  -------------

  In  September  1995,  the Company entered into a revolving  credit  facility
  agreement ("Credit Facility") with a financing company.  The Credit Facility
  allows  the Company to borrow up to $2,500,000 and bears interest at a  rate
  of  2.25%  above the lender's "reference rate" (as defined).  The  borrowing
  capacity under the Credit Facility is dependent upon "eligible" (as defined)
  accounts  receivable and inventory, and fluctuates daily.  At September  30,
  1996  borrowings under the Credit Facility and additional amounts  available
  for  borrowing  under  the  Credit Facility  were  $2,011,487  and  $458,407
  respectively.  The Credit Facility is collateralized by substantially all of
  the Company's assets, except for real property.  The Credit Facility expires
  on  September  30, 1997, but is automatically renewed for an additional  one
  (1) year term unless either party provides written notice to the other party
  of the desire to cancel the Credit Facility.


                                                                           (9)
                                       
                  Computer Marketplace, Inc. and Subsidiaries
             Notes to Condensed Consolidated Financial Statements
                                  (Unaudited)


5.COMMITMENTS AND CONTINGENCIES
  -----------------------------
 
 On  November  11,  1996,  the  Company's  Board  of  Directors  approved  the
 anticipated issuance of 500,000 Units, each Unit to be comprised of  one  (1)
 share  of  Medical  Marketplace, Inc., the Company's wholly owned  subsidiary
 and  eighteen  (18)  Class D Common Stock Purchase  Warrants  (the  "Class  D
 Warrants").  It is anticipated that each Unit will be offered for $2.00 on  a
 firm  commitment  basis  by  Biltmore  Securities,  Inc.,  as  the  Company's
 placement  agent.  Each Class D Warrant will be exercisable over  a  one  (1)
 year  period  commencing three (3) months following  the  date  of  issuance.
 Each  Class  D Warrant will entitle the holder to purchase one (1)  share  of
 the  Company's  Common Stock at an exercise price of $.417 per  share.   Each
 Class  D  Warrant will be redeemable if the Company's Common Stock equals  or
 exceeds  $5.00 per share for any twenty (20) trading days during a period  of
 thirty  (30)  trading days.  The Unit holders will also  be  granted  certain
 demand and piggyback registration rights.
 
 In  connection with the private placement, the Company expects to enter  into
 a  three (3) year consulting agreement with Biltmore Securities, Inc. (or any
 affiliate  thereof),  for  assistance  with  corporate  finance  issues   and
 evaluations  of  possible  business partners.   The  compensation  for  these
 services  consists  of  stock options to purchase  6,000,000  shares  of  the
 Company's Common Stock at an exercise price of $.167 per share.  These  stock
 options  are  exercisable for a period commencing upon  the  consummation  by
 Biltmore  Securities, Inc. (or any affiliate thereof),  of a financing  which
 provides  gross proceeds of approximately $1,000,000 and terminating  on  the
 fifth  anniversary  of  the  financing date.   In  addition,  the  consulting
 agreement  provides that if the Company consummates either an acquisition  of
 one  or  more  businesses introduced to the Company by  Biltmore  Securities,
 Inc.  (or  any affiliate thereof), which have in the aggregate net assets  of
 not  less  than $2,500,000 or the divestiture of assets outside the  ordinary
 course  of  business  to a purchaser introduced to the  Company  by  Biltmore
 Securities,  Inc. (or any affiliate thereof),  resulting in net  proceeds  to
 the  Company of not less than $2,500,000 then Biltmore Securities,  Inc.  (or
 any  affiliate  thereof), shall be entitled to receive  1,000,000  shares  of
 Company Common Stock simultaneously with the closing of such transaction.
 
 Following  the  proposed private placement of the Company's  securities,  the
 Company anticipates requesting that the Company's stockholders approve  a  1-
 for-6  reverse stock split with respect to the issued and outstanding  shares
 of the Company's Common Stock.


                                                                          (10)
PART  I. FINANCIAL INFORMATION

ITEM  2. Management's Discussion and Analysis of Financial Condition and
         Results of Operations

RESULTS OF OPERATIONS
- ---------------------

The  following  information should be read in conjunction with  the  condensed
consolidated  financial  statements and the notes  thereto  included  in  this
Quarterly  Report  and  in the audited Financial Statements  and  Management's
Discussion  and  Analysis  of Financial Condition and  Results  of  Operations
contained   in   the  Company's   Form 10-KSB   for   the  fiscal  year  ended
June 30, 1996.

QUARTER ENDED SEPTEMBER 30, 1996 COMPARED TO QUARTER ENDED SEPTEMBER 30, 1995
- -----------------------------------------------------------------------------

Total  revenues  for  the  quarter ended September 30,  1996  were  $7,179,879
compared  to  $6,532,703  for  the quarter ended  September  30,  1995.   This
represents an increase of $647,176 or 10%.

Revenues  from  computer  product sales and  rentals  for  the  quarter  ended
September 30, 1996 totaled $4,798,741 a $1,672,512 or 26% decrease compared to
$6,471,253  for  the quarter ended September 30, 1995. The sales  decrease  is
reflective  of a general industry sales decrease which results  in  part  from
price  reductions  in new computer hardware which negatively  impacts  selling
prices and sales of used computer hardware.  The Company anticipates the lower
computer products sales trend to continue into the second quarter.

Medical  product sales and rentals contributed $2,381,138 in revenues for  the
quarter  ended  September 30, 1996, compared to $61,450 for the quarter  ended
September  30, 1995. The current quarter's results were favorably affected  by
two  sales  which aggregated in excess of $1,500,000.  Continuing  investments
made  by  Medical  Marketplace, Inc. in experienced sales representatives  and
technical  staff, as well as a growing recognition within the industry  as  an
established  reseller  of  previously owned and  upgraded  magnetic  resonance
imaging,  computed tomography scanner and ultrasound equipment have positively
impacted  the  sales  of  this  subsidiary.  Continued  growth  and  sustained
profitability for this subsidiary are expected into the next quarter.

Previously owned medical equipment is just beginning to gain acceptance in the
health  care community as a cost effective alternative to new equipment.   The
Company believes that its field representative program, financial strength and
support  structure will provide Medical Marketplace, Inc. a distinct advantage
over many of the subsidiary's competitors.

Total aggregate cost of revenues for the quarter ended September 30, 1996  and
1995  were  $6,259,661 or 87% of revenues and $5,628,287 or 86%  of  revenues,
respectively.   Cost of revenue percentages are expected to remain  relatively
stable  during the next fiscal year with small decreases anticipated.  Factors
which will favorably reduce the cost of revenues percentage include; a Company
focus  toward  higher  margin transactions through a focus  on  our  end  user
customer  base,  a change in computer sales representative compensation  plans
which  includes  a substantially higher base salary and less of  a  commission
component  than  prior  periods and the positive  effect  that  higher  margin
medical equipment sales has on the consolidated percentage.

                                                                              
                                                                          (11)
                                                                              
Cost of revenues for computer products were $4,325,265 or 90% of revenues  and
$5,613,993  or 87% of revenues for the quarters ended September 30,  1996  and
1995,  respectively.  The higher cost of revenues percentage  in  the  current
quarter  is reflective of the reduced operating leverage resulting from  lower
computer product sales.

Costs of revenues for medical products were $1,934,396 or 81% of revenues  and
$14,295 or 23% of revenues for the quarters ended September 30, 1996 and 1995,
respectively.

Total  selling, general and administrative ("SG&A") expenses for  the  quarter
ended  September  30,  1996 and 1995 were $1,259,830 or 18%  of  revenues  and
$1,224,239 or 19% of revenues, respectively.  The aggregate increase  in  SG&A
expenses  from  the  prior period was $35,591 or 3%.   The  increase  in  SG&A
expenses was negatively impacted by the increase in Medical Marketplace,  Inc.
personnel expense and the change in computer sales representative compensation
plans  mentioned  above.  These increases were partially offset  by  personnel
cutbacks during the prior year and during the current quarter.

SG&A  expenses  attributed  to computer products were  $1,101,044  or  23%  of
revenues  and  $1,121,120 or 17% of revenues for the quarters ended  September
30,  1996  and  1995,  respectively.  The  increase  in  SG&A  expenses  as  a
percentage  of  revenues  is  due  primarily  to  the  sales  volume  decrease
previously mentioned.

SG&A  expense attributed to medical products were $158,786 or 7%  of  revenues
and $103,119 or 168% of revenues for the quarters ended September 30, 1996 and
1995, respectively.

Total  operating  loss  was  $339,612 and  $319,823  for  the  quarters  ended
September  30,  1996 and 1995, respectively.  This $19,789 or  6%  unfavorable
change  was due to a combination of factors including:  a decline in  computer
product revenues, the delayed impact of additional cost reductions during  the
quarter,  and  lower  margin  sales associated with  the  Company's  inventory
reduction program.

Operating  loss  for  computer  products was $627,568  and  $263,860  for  the
quarters ended September 30, 1996 and 1995, respectively.

Operating  income (loss) for medical products was $287,956 and  $(55,963)  for
the quarters ended September 30, 1996 and 1995, respectively.

Interest  expense for the year ended September 30, 1996, was $115,510 compared
to $76,185 for the year ended September 30, 1995.  Management anticipates that
interest  expense  will  remain stable during the  current  fiscal  year  over
similar periods in the prior year.  Decreases in interest expense are possible
depending  on  the success of selling the Company's headquarters facility  and
the success in raising additional money through a private placement.

The  Company's consolidated net loss was $445,397 or $0.05 per share  for  the
quarter  ended September 30, 1996, versus $394,227 or $0.05 per share for  the
quarter  ended September 30, 1995.  The net loss was a result of the  business
conditions described herein.






                                                                              
                                                                          (12)

Variability of Periodic Results and Seasonality

Results  from any one period cannot be used to predict the results  for  other
fiscal periods.  Revenues fluctuate from period to period; however, management
does not see any seasonality or predictability to these fluctuations.


Liquidity and Capital Resources

The  Company  has  historically financed its growth and cash  needs  primarily
through  borrowings  and cash generated from operations.  The  funds  received
through  the  initial  public  offering  in  June  1993,  in  the  amount   of
approximately $6.6 million, enabled the Company to eliminate most of its long-
term  debt at that time.  Working capital at September 30, 1996 and 1995,  was
$2,375,922 and $3,617,431, respectively.

During  the  quarter ended September 30, 1996, the Company used the  June  30,
1996  available  cash  and  cash equivalents of  approximately  $595,000,  the
availability  of  borrowing  under the Company's  revolving  Credit  Facility,
vendor  extended  credit  and  approximately $551,000  of  reductions  in  the
Company's inventory levels in order to fund the operations of the Company.

Management   has  continued  to  emphasize  an  inventory  reduction   program
encompassing both the stored inventory, as well as the inventory on short-term
rental  contracts.  The effects of this program are clearly reflected in  this
quarter.   Management  believes  this  disciplined  strategic  reduction  will
enhance  the Company's operating effectiveness, provide additional  liquidity,
and reduce the exposure to negative inventory valuation adjustments caused  by
changing market conditions.  Certain temporary increases in inventory  amounts
are  due  to selected purchases made by the Company which are intended  to  be
sold quickly.  Additional inventory increases are expected relating to Medical
Marketplace, Inc.'s growth.

In  addition, management intends to investigate alternative financing  options
to be utilized for our foreign customers in order to enhance the opportunities
for  the  Company's medical equipment subsidiary's growth.   The  Company  has
delayed  implementation of these financing options as  the  medical  equipment
subsidiary has been focused on domestic sales.  Longer-term cash requirements,
other  than  for  normal operating expenses, are anticipated  for  acquisition
candidates.   The  Company anticipates that a private  placement  for  Medical
Marketplace Inc., of approximately $950,000 after expenses, will occur in  the
second  quarter.  In addition, the Company has listed for sale two  properties
located  in  Corona,  California.  Management intends to  use  the  additional
funding and proceeds from the building sales in order to pay down related long-
term  debt  and  borrowings on the revolving credit facility  in  addition  to
significantly growing the business of our medical equipment subsidiary.


Commitments and Contingencies

On   November  11,  1996,  the  Company's  Board  of  Directors  approved  the
anticipated issuance of 500,000 Units, each Unit to be comprised  of  one  (1)
share of Medical Marketplace, Inc., the Company's wholly owned subsidiary  and
eighteen (18) Class D Common Stock Purchase Warrants (the "Class D Warrants").
It  is  anticipated  that  each  Unit will be offered  for  $2.00  on  a  firm
commitment  basis  by  Biltmore Securities, Inc., as the  Company's  placement
agent.   Each  Class D Warrant will be exercisable over a one (1) year  period

                                                                              
                                                                          (13)

commencing  three  (3) months following the date of issuance.   Each  Class  D
Warrant  will  entitle the holder to purchase one (1) share of  the  Company's
Common  Stock  at an exercise price of $.417 per share. Each Class  D  Warrant
will  be redeemable if the Company's Common Stock equals or exceeds $5.00  per
share  for any twenty (20) trading days during a period of thirty (30) trading
days.   The  Unit  holders will also be granted certain demand  and  piggyback
registration rights.

In connection with the private placement, the Company expects to enter into  a
three  (3)  year consulting agreement with Biltmore Securities, Inc.  (or  any
affiliate   thereof),  for  assistance  with  corporate  finance  issues   and
evaluations  of  possible  business  partners.   The  compensation  for  these
services  consists  of  stock  options to purchase  6,000,000  shares  of  the
Company's  Common Stock at an exercise price of $.167 per share.  These  stock
options  are  exercisable  for a period commencing upon  the  consummation  by
Biltmore  Securities, Inc. (or any affiliate thereof),  of a  financing  which
provides  gross  proceeds of approximately $1,000,000 and terminating  on  the
fifth  anniversary  of  the  financing  date.   In  addition,  the  consulting
agreement  provides that if the Company consummates either an  acquisition  of
one  or more businesses introduced to the Company by Biltmore Securities, Inc.
(or any affiliate thereof), which have in the aggregate net assets of not less
than  $2,500,000 or the divestiture of assets outside the ordinary  course  of
business to a purchaser introduced to the Company by Biltmore Securities, Inc.
(or  any affiliate thereof),  resulting in net proceeds to the Company of  not
less  than  $2,500,000  then  Biltmore  Securities,  Inc.  (or  any  affiliate
thereof),  shall  be entitled to receive 1,000,000 shares  of  Company  Common
Stock simultaneously with the closing of such transaction.

Following  the  proposed  private placement of the Company's  securities,  the
Company anticipates requesting that the Company's stockholders approve a 1-for-
6 reverse stock split with respect to the issued and outstanding shares of the
Company's Common Stock.

The  Company  cautions  readers that there can be  no  assurance  that  actual
results or business conditions will not differ materially from those projected
or  suggested  in  such  forward-looking statements as  a  result  of  various
factors.   Such  forward-looking statements are intended to  come  within  the
"safe  harbor"  provision of the Private Securities Litigation Reform  Act  of
1995.

                                                                              
                                                                          (14)
                                                                              

PART II.  OTHER INFORMATION
ITEM 6.   Exhibits and Reports on Form 8-K

(a)  Exhibits

     27.  Financial Data Schedule - Electronic Format Only

(b)  No reports on Form 8-K were filed by the Company during the quarter ended
     September 30, 1996.


                                                                          (15)
                                                                              
                                       
                                   SIGNATURE


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


                                          COMPUTER MARKETPLACE, INC.




Date: November 12, 1996                   By:  /s/      Thomas Iwanski
                                               -----------------------
                                          Thomas Iwanski
                                          Vice President and
                                          Chief Financial Officer

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