EXHIBIT 2.3


                                   ASSIGNMENT



     In  accordance  with  Sections  2.9  and  16.6(b)  of  the  Asset  Purchase
Agreement, dated as of December 10, 1997 (the "Agreement"), by and among Camelot
Music,  Inc., as Purchaser (the  "Purchaser"),  The Wall Music, Inc., as Seller,
and WH Smith Group Holdings (USA), Inc., as Parent, the Purchaser hereby assigns
to  Camelot  Northeast  Region,  Inc.  (the  "Acquiring  Corporation"),  and the
Acquiring  Corporation hereby accepts assignment of and assumes,  the rights and
obligations of the Purchaser under the Agreement, to the extent that such rights
and obligations are assignable under such Section 2.9.

     IN WITNESS WHEREOF, the Purchaser and the Acquiring Corporation have caused
their corporate names to be hereunto subscribed by their officers duly thereunto
authorized. 


                                         CAMELOT MUSIC, INC.



                                         By: /s/ Jack K. Rogers
                                            ------------------------------
                                            Name:  Jack K. Rogers
                                            Title: Executive Vice President
                                                   and Chief Operating Officer
                                            Date:  February 9, 1998



                                         CAMELOT NORTHEAST REGION, INC.



                                         By: /s/ James E. Bonk
                                            ------------------------------
                                            Name:  James E. Bonk
                                            Title: President and
                                                   Chief Executive Officer
                                            Date:  February 9, 1998