Exhibit 10.4

               AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT


          AMENDMENT NO. 1 (this "AMENDMENT"), dated as of September 25, 1996, 
TO RECEIVABLES PURCHASE AGREEMENT dated as of April 1, 1996, between CSI 
FUNDING INC., a Delaware corporation (hereinafter, together with its 
successors and assigns, called the "PURCHASER") and COMPUCOM SYSTEMS, INC., a 
Delaware corporation (hereinafter, together with its successors and assigns, 
called the "SELLER").

                             W I T N E S S E T H :


          WHEREAS, the Purchaser and the Seller have entered into a 
Receivables Purchase Agreement, dated as of April 1, 1996 (the "AGREEMENT"); 
and

          WHEREAS, the parties hereto wish to amend the Agreement as 
hereinafter provided.

          NOW, THEREFORE, in consideration of the foregoing and of the mutual 
covenants herein contained, the receipt and sufficiency of which are hereby 
acknowledged, the parties hereto hereby agree as follows:



          SECTION 1.  DEFINED TERMS.  Unless otherwise defined herein, the 
terms used herein shall have the meanings assigned to such terms in, or 
incorporated by reference into, the Agreement.

          SECTION 2.  AMENDMENTS TO AGREEMENT.  The Agreement is hereby 
amended, effective on the Effective Date, as follows:

          (a)  Section 2.1(b) of the Agreement shall be amended in the 
eleventh line thereof by deleting the comma and by replacing it with the 
words "and/or".

          (b)  Section 5.1(j) of the Agreement shall be amended in the 
thirteenth line thereof after the word "UCC" and before the parenthesis by 
inserting the words "and/or the Inventory Financing Agreements".

          SECTION 3.  EFFECTIVENESS.  This Amendment shall become effective 
on the first date on which (i) the parties hereto shall have executed and 
delivered one or more counterparts to this Amendment and each shall have 
received one or more counterparts of this amendment executed by the others 
and (ii) Enterprise Funding Corporation and NationsBank, N.A. shall have 
received such certificates, opinions of counsel and other documents with 
respect to this Amendment, the Agreement and the transactions contemplated 
hereby and thereby as each may reasonably request.

          SECTION 4.  EXECUTION IN COUNTERPARTS.  This Amendment may be 
executed in any number of counterparts and by different parties hereto on 
separate counterparts, each of which counterparts, when so executed and 
delivered, shall be deemed to be an original and all of which counterparts, 
taken together, shall constitute but one and the same Amendment.


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          SECTION 5.  CONSENTS; BINDING EFFECT.  The execution and delivery 
by the Seller and the Purchaser of this Amendment shall constitute the 
written consent of each of them to this Amendment.  This Amendment shall be 
binding upon, and inure to the benefit of, the parties hereto and their 
respective successors and assigns.

          SECTION 6.  GOVERNING LAW.  This Amendment shall be governed by and 
construed in accordance with the laws of the State of New York.

          SECTION 7.  SEVERABILITY OF PROVISIONS.  Any provision of this 
Amendment which is prohibited or unenforceable in any jurisdiction shall, as 
to such jurisdiction, be ineffective to the extent of such prohibition or 
unenforceability without invalidating the remaining provisions hereof or 
affecting the validity or enforceability of such provision in any other 
jurisdiction.

          SECTION 8.  CAPTIONS.  The captions in this Amendment are for 
convenience of reference only and shall not define or limit any of the terms 
or provisions hereof.

          SECTION 9.  AGREEMENT TO REMAIN IN FULL FORCE AND EFFECT.  Except 
as amended hereby, the Agreement shall remain in full force and effect and is 
hereby ratified, adopted and  confirmed in all respects.  This Amendment 
shall be deemed to be an amendment to the Agreement.  All references in the 
Agreement to "this Agreement", "hereunder", "hereof", "herein", or words of 
like import, and all references to the Agreement in any other agreement or 
document shall hereafter be deemed to refer to the Agreement as amended 
hereby.

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment 
No. 1 to Receivables Purchase Agreement to be executed as of the date and 
year first above written.

                         CSI FUNDING INC., as Purchaser


                         By /S/ ROBERT J. BOUTIN
                           -------------------------------------------------
                           Name: Robert J. Boutin
                           Title: President


                         COMPUCOM SYSTEMS, INC.,
                           as Seller


                         By /S/ ROBERT J. BOUTIN
                           -------------------------------------------------
                           Name: Robert J. Boutin
                           Title: Senior Vice President, 
                              Finance and Chief Financial Officer

Acknowledged and agreed as of
  the date first above written:

ENTERPRISE FUNDING CORPORATION


By: /S/ STEWART L. CUTLER
   ----------------------------
  Name: Stewart L. Curtler
  Title: Officer

NATIONSBANK, N.A.

By: /S/ MICHELE M. HEATH
   ----------------------------
   Name: Michele M. Heath
   Title: Vice President


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