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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-K/A

                                 AMENDMENT NO. 1
                                       TO
              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
                     THE SECURITIES EXCHANGE ACT OF 1934 

FOR THE FISCAL YEAR ENDED JANUARY 31, 1996          COMMISSION FILE NO. 0-13283


                            REX STORES CORPORATION
            (Exact name of registrant as specified in its charter)


          Delaware                                   31-1095548
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                   Identification No.)

    2875 Needmore Road, Dayton, Ohio                    45414
(Address of principal executive offices)             (Zip Code)


       Registrant's telephone number, including area code (513) 276-3931

         Securities registered pursuant to Section 12(b) of the Act:  

                                              Name of each exchange
     Title of each class                       on which registered

  Common Stock, $.01 par value               New York Stock Exchange


     This Amendment No. 1 to the registrant's Annual Report on Form 10-K
for the fiscal year ended January 31, 1996 includes the Exhibit Index and
Exhibits 21(a), 23(a), 24.1, 24.2, 24.3 and 27.




                                SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                             REX STORES CORPORATION
     
     
                                             DOUGLAS BRUGGEMAN
                                               
                                             Douglas Bruggeman
                                             Vice President-Finance
                                             and Treasurer

                                             Date:  May 29, 1996





                                   41

                             EXHIBIT INDEX

                                                                   Page 
   


(3) Articles of incorporation and by-laws:

    3(a)     Certificate of Incorporation, as amended (incorporated
             by reference to Exhibit 3(a) to Form 10-K for fiscal
             year ended January 31, 1994, File No. 0-13283)

    3(b)(1)  By-Laws, as amended (incorporated by reference to
             Registration Statement No. 2-95738, Exhibit 3(b), filed
             February 8, 1985)

    3(b)(2)  Amendment to By-Laws adopted June 29, 1987
             (incorporated by reference to Exhibit 4.5 to Form 10-Q
             for quarter ended July 31, 1987, File No. 0-13283)

(4) Instruments defining the rights of security holders, including
    indentures:

    4(a)     Amended and Restated Loan Agreement dated July 31, 1995
             among Rex Radio and Television, Inc., Kelly & Cohen
             Appliances, Inc., Stereo Town, Inc. and Rex Kansas,
             Inc. (the "Borrowers"), the lenders named therein, and
             NatWest Bank N.A. as agent (incorporated by reference
             to Exhibit 4(a) to Form 10-Q for quarter ended July 31,
             1995, File No. 0-13283)

    4(b)     Form of Amended and Restated Revolving Credit Note
             (incorporated by reference to Exhibit 4(b) to Form 10-Q
             for quarter ended July 31, 1995, File No. 0-13283)

    4(c)     Guaranty of registrant dated July 31, 1995
             (incorporated by reference to Exhibit 4(c) to Form 10-Q
             for quarter ended July 31, 1995, File No. 0-13283)

    4(d)     Borrowers Pledge Agreement as amended and restated
             through July 31, 1995 (incorporated by reference to
             Exhibit 4(d) to Form 10-Q for quarter ended July 31,
             1995, File No. 0-13283)

    4(e)     Borrowers General Security Agreement as amended and
             restated through July 31, 1995 (incorporated by
             reference to Exhibit 4(e) to Form 10-Q for quarter
             ended July 31, 1995, File No. 0-13283)

                                  42

    4(f)     Parent Pledge Agreement as amended and restated through
             July 31, 1995 (incorporated by reference to Exhibit
             4(f) to Form 10-Q for quarter ended July 31, 1995, File
             No. 0-13283)

    4(g)     Parent General Security Agreement as amended and
             restated through July 31, 1995 (incorporated by
             reference to Exhibit 4(g) to Form 10-Q for quarter
             ended July 31, 1995, File No. 0-13283)

             Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K,
             the registrant has not filed as an exhibit to this Form
             10-K certain instruments with respect to long-term debt
             where the total amount of securities authorized
             thereunder does not exceed 10% of the total assets of
             the registrant and its subsidiaries on a consolidated
             basis.  The registrant agrees to furnish a copy of such
             instruments to the Commission upon request.

(10)         Material contracts:

    10(a)    Employment Agreement dated September 1, 1995 between
             Rex Radio and Television, Inc. and Stuart Rose
             (incorporated by reference to Exhibit 10(a) to Form 10-Q 
             for quarter ended October 31, 1995, File No. 0-13283)

    10(b)    Employment Agreement dated January 1, 1994 between Rex
             Radio and Television, Inc. and Stuart Rose
             (incorporated by reference to Exhibit 10(c) to Form 10-Q 
             for quarter ended October 31, 1993, File No. 0-13283)

    10(c)    Employment Agreement dated September 1, 1995 between
             Rex Radio and Television, Inc. and Lawrence Tomchin
             (incorporated by reference to Exhibit 10(b) to Form 10-Q 
             for quarter ended October 31, 1995, File No. 0-13283)

    10(d)    Employment Agreement dated January 1, 1994 between Rex
             Radio and Television, Inc. and Lawrence Tomchin
             (incorporated by reference to Exhibit 10(d) to Form 10-Q 
             for quarter ended October 31, 1993, File No. 0-13283)

    10(e)    Executive Stock Option dated September 22, 1993
             granting Stuart Rose an option to purchase 300,000
             shares of registrant's Common Stock (incorporated by
             reference to Exhibit 10(a) to Form 10-Q for quarter
             ended October 31, 1993, File No. 0-13283)

    10(f)    Executive Stock Option dated September 22, 1993
             granting Lawrence Tomchin an option to purchase 150,000
             shares of registrant's Common Stock (incorporated by
             reference to Exhibit 10(b) to Form 10-Q for quarter
             ended October 31, 1993, File No. 0-13283)

                                    43

    10(g)    Executive Stock Option dated November 20, 1989 granting
             Stuart Rose an option to purchase 300,000 shares of
             registrant's Common Stock (incorporated by reference to
             Exhibit 6.3 to Form 10-Q for quarter ended October 31,
             1989, File No. 0-13283)

    10(h)    Executive Stock Option dated November 20, 1989 granting
             Lawrence Tomchin an option to purchase 300,000 shares
             of registrant's Common Stock (incorporated by reference
             to Exhibit 6.4 to Form 10-Q for quarter ended October
             31, 1989, File No. 0-13283)

    10(i)    Subscription Agreement dated December 1, 1989 from
             Stuart Rose to purchase 300,000 shares of registrant's
             Common Stock (incorporated by reference to Exhibit 6.5
             to Form 10-Q for quarter ended October 31, 1989, File
             No. 0-13283)

    10(j)    Subscription Agreement dated December 1, 1989 from
             Lawrence Tomchin to purchase 140,308 shares of
             registrant's Common Stock (incorporated by reference to
             Exhibit 6.6 to Form 10-Q for quarter ended October 31,
             1989, File No. 0-13283)

    10(k)    1984 Incentive Stock Option Plan, as amended effective
             February 6, 1992 (incorporated by reference to Exhibit
             10(a) to Form 10-K for fiscal year ended January 31,
             1992, File No. 0-13283)

    10(l)    1995 Omnibus Stock Incentive Plan, as amended and
             restated effective June 2, 1995 (incorporated by
             reference to Exhibit 4(c) to Post-Effective Amendment
             No. 1 to Form S-8 Registration Statement No. 33-81706)

    10(m)    Real Estate Purchase and Sale Agreement (the
             "Agreement") dated March 8, 1989 between registrant as
             Guarantor, four of its subsidiaries (Rex Radio and
             Television, Inc., Stereo Town, Inc., Kelly & Cohen
             Appliances, Inc., and Rex Radio Warehouse Corporation)
             as Sellers and Holman/Shidler Investment Corporation as
             Buyer (incorporated by reference to Exhibit (b)(5)(1)
             to Amendment No. 1 to Schedule 13E-4 filed March 15,
             1989, File No. 5-35828)

             The Table of Contents to the Agreement lists Exhibits A
             through P to the Agreement.  Each of the following
             listed Exhibits to the Agreement is incorporated herein
             by reference as indicated below.  The registrant will,
             upon request of the Commission, provide any of the
             additional Exhibits to the Agreement.

                                  44

    10(n)    Form of Full Term Lease (incorporated by reference to
             Exhibit (b)(5)(2) to Amendment No. 1 to Schedule 13E-4
             filed March 15, 1989, File No. 5-35828)

    10(o)    Form of Divisible Lease (incorporated by reference to
             Exhibit (b)(5)(3) to Amendment No. 1 to Schedule 13E-4
             filed March 15, 1989, File No. 5-35828)

    10(p)    Form of Terminable Lease (incorporated by reference to
             Exhibit (b)(5)(4) to Amendment No. 1 to Schedule 13E-4
             filed March 15, 1989, File No. 5-35828)

    10(q)    Continuing Lease Guaranty (incorporated by reference to
             Exhibit (b)(5)(5) to Amendment No. 1 to Schedule 13E-4
             filed March 15, 1989, File No. 5-35828)

    10(r)    Agreement Regarding Leases and Amending Amended and
             Restated Real Property Purchase and Sale Agreement
             dated May 17, 1990 among Shidler/West Finance Partners
             I (Limited Partnership); Rex Radio and Television,
             Inc., Stereo Town, Inc., Kelly & Cohen Appliances, Inc.
             and Rex Radio Warehouse Corporation; and registrant
             (incorporated by reference to Exhibit (a)(10) to Form
             10-Q for quarter ended April 30, 1990, File No. 0-13283)

    10(s)    Lease dated December 12, 1994 between Stuart
             Rose/Beavercreek, Inc. and Rex Radio and Television,
             Inc. (incorporated by reference to Exhibit 10(q) to
             Form 10-K for fiscal year ended January 31, 1995, File
             No. 0-13283)

(21)         Subsidiaries of the registrant:

    21(a)    Subsidiaries of registrant                              47

(23)         Consents of experts and counsel:

    23(a)    Consent of Arthur Andersen LLP to use its report 
             dated March 25, 1996 included in this annual report
             on Form 10-K into registrant's Registration Statements 
             on Form S-8 (Registration Nos. 33-3836, 33-81706 and 
             33-62645)                                               48

(24)         Power of attorney:

             Powers of attorney of each person who signed this 
             report on Form 10-K on behalf of another pursuant 
             to a power of attorney                               49-51

                                      45

(27)         Financial data schedule:

             Financial data schedule                                 52


             Copies of the Exhibits not contained herein may be
             obtained by writing to Edward M. Kress, Secretary, 
             REX Stores Corporation, 2875 Needmore Road, Dayton,
             Ohio 45414.




                                     46


                                                     EXHIBIT 21(a)


                  SUBSIDIARIES OF REX STORES CORPORATION

                                                   State of
           Name                                 Incorporation
  
  Rex Radio and Television, Inc.                   Ohio
  
  Stereo Town, Inc.                                Georgia
  
  Kelly & Cohen Appliances, Inc.                   Ohio
  
  Rex Kansas, Inc.(1)                              Kansas
  
  AVA Acquisition Corp.(2)                         Delaware
  
  A.V. Compadres, Inc.(2)                          Ohio
  
  
  --------------
  
  (1)    Wholly-owned subsidiary of Rex Radio and Television, Inc.
  
  (2)    Non-operating subsidiary
  
  
  
                                 47


                                                       EXHIBIT 23(a)


            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



     As independent public accountants, we hereby consent to the
incorporation of our reports included in this Form 10-K into the
Company's previously filed Registration Statements on Form S-8 
(No. 33-3836, No. 33-81706 and No. 33-62645).






                                     ARTHUR ANDERSEN LLP


Cincinnati, Ohio,
  April 17, 1996












                                  48


                                                       EXHIBIT 24.1


                             POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity as a director or officer, or both, of REX Stores Corpora-
tion, a Delaware corporation (the "Company"), hereby constitutes
and appoints Stuart A. Rose and Edward M. Kress, or any one of
them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign the Company's
Annual Report on Form 10-K for the Fiscal Year Ended January 31,
1996 and to sign any and all amendments thereto, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto such attorneys-in-fact and agents, and any one of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any one of
them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this instru-
ment on this 17th day of April, 1996.


                                      LAWRENCE TOMCHIN
          
                                      Lawrence Tomchin



                                      49

                                                             EXHIBIT 24.2


                             POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity as a director or officer, or both, of REX Stores Corpora-
tion, a Delaware corporation (the "Company"), hereby constitutes
and appoints Stuart A. Rose, Lawrence Tomchin and Edward M. Kress,
and each or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to
sign the Company's Annual Report on Form 10-K for the Fiscal Year
Ended January 31, 1996 and to sign any and all amendments thereto,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and
any one of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact 
and agents or any one of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this instru-
ment on this 4th day of April, 1996.


                                      ROBERT DAVIDOFF
                          
                                      Robert Davidoff



                                      50

 
                                                            EXHIBIT 24.3


                             POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity as a director or officer, or both, of REX Stores Corpora-
tion, a Delaware corporation (the "Company"), hereby constitutes
and appoints Stuart A. Rose, Lawrence Tomchin and Edward M. Kress,
and each or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to
sign the Company's Annual Report on Form 10-K for the Fiscal Year
Ended January 31, 1996 and to sign any and all amendments thereto,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and
any one of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact 
and agents or any one of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this instru-
ment on this 17th day of April, 1996.


                                      TIBOR FABIAN

                                      Tibor Fabian



                                      51


  


   5
                         0000744187
                        REX STORES CORPORATION
                  1,000
                    U.S. DOLLARS
       
                           
                 YEAR
                                   JAN-31-1996
                                       FEB-1-1995
                                        JAN-31-1996
                                               1
                                                      685
                                              1,525
                                             2,242
                                                638
                                             146,566
                                        156,023
                                                   78,978
                                            8,671
                                          234,599
                                    76,007
                                                  32,590
                                                     95
                                         0
                                                   0
                                              102,251
                            234,599
                                                 442,217
                                        442,217
                                                   327,636
                                           327,636
                                              0
                                              0
                                        4,707
                                          24,075
                                              9,502
                                      14,573
                                                0
                                               0
                                                     0
                                             14,573
                                              1.56
                                              1.56