SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                            FORM 10-K

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

FOR THE FISCAL YEAR ENDED JANUARY 31, 1997       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 (937) 276-3931
 
    Securities registered pursuant to Section 12(b) of the Act:  

      Title of each class                Name of each exchange
                                          on which registered

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

     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 filing 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 business on April 15, 1997 the aggregate
market value of the registrant's outstanding Common Stock held by
non-affiliates of the registrant (for purposes of this calculation,
2,011,125 shares beneficially owned by directors and executive
officers of the registrant were treated as being held by affiliates
of the registrant), was $56,227,604.

     There were 7,852,954 shares of the registrant's Common Stock
outstanding as of April 15, 1997.

                Documents Incorporated by Reference

     Portions of REX Stores Corporation's definitive Proxy
Statement for its Annual Meeting of Shareholders on June 6, 1997
are incorporated by reference into Part III.

                               PART I

Item 1.   Business

General

   REX Stores Corporation (the "Company") is a leader in the
consumer electronics/appliance retailing industry, locating its
stores in small to medium sized markets.  Since 1980, when its
first four stores were acquired, the Company has expanded into a
national chain operating 222 stores in 35 states under the trade
name "REX."  The stores are located predominately in the Midwest
and Southeast, with a recent expansion into the western region of
the United States through the opening of 14 stores in the Northwest
during fiscal 1996 and 1997.  The Company's stores average
approximately 10,500 square feet and offer a broad selection of
brand name products within selected major product categories
including televisions, video and audio equipment, appliances and
personal computers.

   The Company's business strategy emphasizes depth of selection
within its key product categories.  Brand name products are offered
at everyday low prices combined with frequent special sales and
promotions.  The Company concentrates its stores in small and
medium sized markets where it believes that by introducing a high
volume, low price merchandising concept, it can become a dominant
retailer.  The Company supports its merchandising strategy with
extensive newspaper advertising in each of its local markets and
maintains a knowledgeable sales force which focuses on customer
service.  The Company believes its low price policy, attention to
customer satisfaction and deep product selection provide customers
with superior value.

   The Company's business strategy has resulted in significant
growth over the last five years.  The number of stores increased
from 98 to 222 during the five fiscal years ended January 31, 1997,
while net sales increased from $233.1 million in fiscal 1993 to
$427.4 million in fiscal 1997.

   The Company's expansion strategy is to continue to open stores
in small to medium sized markets.  The Company will focus on
markets with a newspaper circulation which can efficiently and
cost-effectively utilize the Company's print advertising materials
and where the Company believes it can become a dominant retailer.  

   The Company was incorporated in Delaware in 1984 under the name
Audio/Video Affiliates, Inc. as a holding company to succeed to the
entire ownership of three affiliated corporations, Rex Radio and
Television, Inc. ("Rex Radio & TV"), Stereo Town, Inc. ("Stereo
Town") and Kelly & Cohen Appliances, Inc. ("Kelly & Cohen"), which
were formed in 1980, 1981, and 1983, respectively.  Effective
August 2, 1993, the Company's name was changed to REX Stores
Corporation to enable the investing and consuming public to

                                 2

identify the Company more closely with its retail business.  Unless
the context otherwise requires, the term "Company" as used in this
report refers to REX Stores Corporation and its three operating
subsidiaries, and all references in this report to fiscal years are
to the Company's fiscal year ended January 31 of each year.  The
Company's principal offices are located at 2875 Needmore Road,
Dayton, Ohio 45414.  Its telephone number is (937) 276-3931.

Business Strategy

   The Company's objective is to be a dominant consumer
electronics and home appliance retailer in each of its markets. 
The key elements of its business strategy include:

   Focus on Small and Medium Sized Markets.  The Company
concentrates its stores in small and medium sized markets
(generally with populations of 30,000 to 300,000) which enables it
to operate on a low overhead basis and enhances its ability to
become a dominant retailer in an area.

   Depth of Product Selection.  The Company sells brand name
products and emphasizes depth of product selection within its key
product categories.  The Company offers merchandise at a range of
price points in each product category and generally maintains
sufficient product stock for immediate delivery to customers.

   Everyday Low Prices.  The Company offers its products at
everyday low prices combined with frequent special sales and
promotions.  The Company monitors prices at competing stores and
adjusts its prices as necessary to meet or beat the competition. 
The Company guarantees the lowest price on its products through a
policy of refunding 125% (130% in certain markets) of the
difference between the Company's price and a competitor's price on
the same item.

   Price/Product Focused Advertising.  The Company's advertising
stresses the offering of nationally recognized brands at
significant savings and emphasizes its low price guarantee.  The
Company supports its marketing strategy principally with extensive
newspaper advertising.  The Company also utilizes in-store sales
promotions to provide shopping excitement and generate traffic.

   Strong Operational Controls.  The Company's information systems
allow management to monitor its merchandising programs, store
operations and  expenses.  The Company's operational controls
provide it with cost efficiencies which reduce overhead while
allowing the Company to provide high levels of service.

   Value Oriented Sales Format.  The Company's knowledgeable sales
force is trained to provide professional, courteous service to all
customers.  The Company believes its low price policy, attention to
customer satisfaction and deep product selection provide customers
with superior value.

                                 3

Expansion Strategy

   When deciding whether to enter a new market or open another
store in an existing market, the Company evaluates a number of
criteria, including:  size and growth pattern of the population,
sales volume potential, and competition within the market area,
including size, strength and merchandising philosophy of former,
existing and potential competitors.  In choosing specific sites,
the Company applies standardized site selection criteria taking
into account numerous factors, including:  local demographics, real
estate occupancy expense based upon ownership and/or leasing, cost
of advertising, traffic patterns and overall retail activity. 
Stores typically are located on high traffic arteries, adjacent to
or in major shopping malls, with adequate and safe lighted parking
to support high sales volume.  

   The Company will either lease or purchase new store sites
depending upon opportunities available to it and relative costs. 
Of the 35 new stores opened in fiscal 1997, 15 were leased sites
and 20 were Company purchased sites.  For leased stores, the
Company anticipates per store capital expenditures of approximately
$75,000 to $200,000.  This amount may increase significantly to the
extent the Company is responsible for the remodeling or renovation
of the new leased site.  The Company anticipates expenditures of
approximately $800,000 to $1,200,000 when it purchases real estate,
which include the cost of the land purchased, building construction
and fixtures.  The purchase amount varies depending upon the size
and location of the new store.  Historically, the Company has
obtained long-term mortgage financing of approximately 75% of the
cost of opening owned stores.  Mortgage financing is generally
obtained after a store is opened, either on a site by site or
multiple store basis.  The extent to which the Company will seek
mortgage financing for owned stores will be dependent upon mortgage
rates, terms and availability.  The inventory requirements for new
stores are estimated at $350,000 to $500,000 per store depending
upon the season and store size.  A portion of this inventory is
financed through trade credit.

Merchandising

  Products

   The Company offers a broad selection of brand name consumer
electronics and home appliance products at a range of price points. 
The Company emphasizes depth of product selection within selected
key product categories, with the greatest depth in televisions,
VCRs, camcorders and audio equipment.  The Company sells
approximately 1,000 products produced by approximately 55
manufacturers.  The Company's product categories include:

                                 4

Televisions  Video        Audio            Appliances        Other
                                                 
TVs        VCRs           Stereo Systems   Air Conditioners  Personal Computers
TV/VCR     Camcorders     Receivers        Dehumidifiers     Radar Detectors
Combos     Digital        Compact Disc     Microwave Ovens   Tapes
            Satellite      Players         Washers           Stands 
            Systems       Turntables       Dryers            Telephones
                          Tape Decks       Ranges            Binoculars
                          Speakers         Dishwashers       Fax Machines
                          Car Stereos      Refrigerators     Extended Service
                          Portable Radios  Freezers           Contracts
                                           Vacuum Cleaners     

   The leading brands sold by the Company during fiscal 1997
(in alphabetical order) were General Electric, Hitachi, Hotpoint,
JVC, Magnavox, Panasonic, Pioneer, RCA, Sharp, Toshiba, Whirlpool
and Zenith.

   All REX stores carry a full range of the Company's
televisions, video and audio products, microwave ovens and air
conditioners and a limited line of home office products, and 207
stores carry major appliances. 

   The following table shows the approximate percent of net
sales for each major product group for the last three fiscal
years.

                                                 Fiscal Year       
               Product Category               1995  1996  1997
                                                 
          Televisions. . . . . . . . . . .    39%   37%   36%
          Video. . . . . . . . . . . . . .    21    20    18  
          Audio. . . . . . . . . . . . . .    17    17    18 
          Appliances . . . . . . . . . . .    16    17    18  
          Other. . . . . . . . . . . . . .     7     9    10  
                                             ----  ----  ----
                                             100%  100%  100%
                                             ====  ====  ====

  Pricing

   The Company's policy is to offer its products at
everyday low prices combined with frequent special sales and
promotions.  The Company's retail prices are established by its
merchandising department, but each district manager is

                                5

responsible for monitoring the prices offered by competitors and
has authority to adjust prices to meet local market conditions. 
The Company's commitment to offer guaranteed lowest prices is
supported by the Company's guarantee to refund 125-130% of the
difference in price if, within 30 days of purchase, a customer
can locate the same item offered by a local competitor at a lower
price.

  Advertising

   The Company uses a "price and item" approach in its
advertising, stressing the offering of nationally recognized
brands at significant savings.  The emphasis of the Company's
advertising is its "Guaranteed Lowest Price," which states "Our
prices are guaranteed in writing.  If you find any other local
store stocking and offering to sell for less the identical item
in a factory sealed box within 30 days after your REX purchase,
we'll refund the difference plus an additional 25% (30% in
selected markets) of the difference."  Advertisements are
concentrated principally in newspapers and preprinted newspaper
inserts, which are produced for the Company by an outside
advertising agency and are supplemented by television. 
Advertisements are also complemented by in-store signage high-
lighting special values, including "Value Every Day," "Best
Value," and "Top of the Line."  The Company's advertising
strategy includes preferred customer private mailers, special
events such as "Midnight Madness Sales" and coupon sales to
provide shopping excitement and generate traffic.

  Purchasing

   The Company's merchandise purchasing is performed
predominantly by four members of senior management.  Each
individual has responsibility for a specific product category,
and two share appliance buying responsibility.  Because the
Company purchases complete product lines in large volume, the
Company believes it is able to obtain quality products at
competitive prices and advertising subsidies from vendors to
promote the sale of their products.  For fiscal 1997, five
vendors accounted for approximately 62% of the Company's
purchases.  The Company typically does not maintain long-term
purchase contracts with vendors and operates principally on an
order-by-order basis. 

Store Operations

  Stores

   The Company designs its stores to be "destination
stores," generating their own traffic, but in the general
vicinity of major retail shopping.  Currently, approximately 146
stores are located in free-standing buildings, with the balance

                                6

situated in strip shopping centers and malls.  In fiscal 1997, 14
of the Company's 15 new leased stores were in mall locations that
provide exterior access and signage rights.  The Company will
select locations for future leased stores based on its evaluation
of individual site economic and market conditions.

   The Company's stores average approximately 10,500
square feet including storage space, not including the two stores
located in the Company's regional distribution centers.  Stores
typically have, on average, approximately 7,300 square feet of
selling space and approximately 3,200 square feet of storage. 
Stores are open seven days and six nights per week, except for
certain holidays.

                                  7

   The following table shows the Company's store locations as of
January 31, 1997:

                              Store Locations
                                                
Alabama: (11)     Georgia: (9)      Indiana: (3)        Mississippi: (11)
Auburn            Albany             Anderson            Columbus
Daphne            Augusta            Muncie              Gautier
Decatur           Brunswick          Richmond            Greenville
Florence          Columbus                               Gulfport
Gadsden           LaGrange           Kansas: (2)         Hattiesburg
Huntsville        Macon              Hutchinson          Jackson (2)
Mobile (2)        Rome               Lawrence            Meridian
Montgomery        Valdosta                               Ridgeland
Oxford            Warner Robins      Kentucky: (3)       Tupelo
Tuscaloosa                           Ashland             Vicksburg
                  Idaho: (2)         Hopkinsville        
Arkansas: (2)     Idaho Falls        Paducah             Montana: (2)
Fort Smith        Pocatello                              Butte
Springdale                           Louisiana: (6)      Great Falls
                  Iowa: (12)         Alexandria          
Colorado: (3)     Burlington         Baton Rouge         Nebraska: (3)
Grand Junction    Council Bluffs     Houma               Grand Island
Greeley           Des Moines (2)     Lake Charles        Norfolk
Pueblo            Dubuque            New Iberia          North Platte
                  Ft. Dodge          Opelousas           
Florida: (27)     Marshalltown                           New York: (17)
Bradenton         Mason City         Maryland: (2)       Auburn
Charlotte Harbor  Ottumwa            Cumberland          Clifton Park
Crystal River     Sioux City         Hagerstown          Cortland
Ft. Pierce        Waterloo                               Fredonia
Gainesville       West Des Moines    Massachusetts: (2)  Geneva
Hudson                               Hadley              Horseheads
Lake City         Illinois: (13)     Lanesborough        Johnson City
Largo             Alton                                  Kingston
Leesburg          Bradley            Michigan: (3)       Lakewood
Mary Esther       Carbondale         Adrian              Latham
Melbourne         Champaign          Bay City            New Hartford
Merritt Island    Danville           Benton Harbor       Olean
Naples            Decatur                                Plattsburg
Ocala             Galesburg          Minnesota: (1)      Queensbury
Palm Harbor       Newburg            Willmar             Rome
Panama City       Pekin                                  Schenectady
Pensacola (2)     Peoria             Missouri: (4)       Watertown
Sarasota          Peru               Jefferson City       
St. Augustine     Quincy             Joplin              North Carolina: (5)
St. Petersburg    Rockford           Springfield         Asheville
Spring Hill                          St. Joseph          Goldsboro
Stuart                                                   Hendersonville
Tallahassee (2)                                          Rocky Mount
Titusville                                               Salisbury
Venice                               
                                     8                   

                       Store Locations (continued)

North Dakota: (2)  Pennsylvania: (18)  South Dakota: (2)  Washington: (1)
Grand Forks        Altoona             Aberdeen           Union Gap
Minot              Bloomsburg          Rapid City  
                   Chambersburg                           West Virginia: (5)
Ohio:  (15)        Cranberry           Tennessee: (7)     Beckley
Ashtabula          Erie (2)            Bristol            Bluefield
Beavercreek        Greensburg          Chattanooga        Bridgeport
Dayton (2)         Hanover             Clarksville        Morgantown
Defiance           Hazleton            Cleveland          Vienna
Kettering          Hermitage           Johnson City
Lima               Indiana             Kingsport          Wisconsin: (4)
Marion             Johnstown           Morristown         Fond du Lac
Miamisburg         Lower Burrell                          Janesville
New Philadelphia   Meadville           Texas: (12)        Manitowac
Piqua              New Castle          Austin (2)         Oshkosh
Sandusky           Scranton            Brownsville
St. Clairsville    Wilkes-Barre        Denton             Wyoming: (2)
Springfield        York                Harlingen          Casper 
Wooster                                Longview           Cheyenne
                   South Carolina: (9) Midland
Oklahoma: (1)      Aiken               Odessa
Enid               Anderson            San Angelo
                   Charleston          Sherman
                   Florence            Temple
                   Greenwood           Victoria
                   Murrell's Inlet
                   Orangeburg          Virginia: (1)
                   Rock Hill           Danville
                   Sumter

   In fiscal 1997, the Company opened 35 new stores,
entering Maryland, Massachusetts, Montana, North Dakota and South
Dakota with two stores each and Minnesota with one store.  The
Company also added six stores in New York, five stores in
Pennsylvania, three stores in Iowa, two stores each in Florida
and Georgia, and one store each in Alabama, Colorado, Michigan,
Mississippi, South Carolina and Texas. 

   The Company's operations are divided into regional
districts, containing from three to 12 stores whose managers
report to a district manager.  The Company's 37 district managers
report to one of four regional vice presidents.  Each store is
staffed with a full-time manager and assistant manager, commis-
sioned sales personnel and, in higher-traffic stores, seasonal
support personnel.  Store managers are paid on a commission basis
and have the opportunity to earn bonuses based upon their store's
sales and gross margins.  Sales personnel work on a commission
basis, or a combination of commissions and hourly wages.

                                 9

   The Company evaluates the performance of its stores on
a continuous basis and, based on an assessment of factors it
deems relevant, will close any store which is not adequately
contributing to Company profitability.  The Company closed 12
stores during fiscal 1997.  There were no store closings during
fiscal 1996 and 1995.

  Personnel

   The Company trains its employees to explain and
demonstrate to customers the use and operation of the Company's
merchandise and to develop good salesmanship practices.  The
Company's in-house training program for new employees combines
on-the-job training with use of a detailed Company-developed
manual entitled "The REX Way."  Sales personnel attend in-house
training sessions conducted by experienced salespeople or
manufacturers' representatives and receive sales, product and
other information in meetings with managers.

   The Company also has a manager-in-training program that
consists of on-the-job training of the assistant manager at the
store.  The Company's policy is to staff store management
positions with personnel promoted from within the Company and to
staff new stores with existing managers or assistant managers. 
The Company believes it has an adequate number of available
managers and assistant managers to meet its planned expansion.

  Services

   Virtually all of the products sold by the Company carry
manufacturers' warranties and, except for its least expensive
items, the Company offers extended service contracts to customers
usually for an additional charge which typically provide one to
five years of extended warranty coverage.  The Company offers
maintenance and repair services for most of the products which it
sells.  These services are generally subcontracted to independent
repair firms.  

   The Company's return policy provides that any
merchandise may be returned for exchange or refund within seven
days of purchase if accompanied by original packaging material.

   The Company accepts MasterCard, Visa and Discover.  The
Company estimates that, during fiscal 1997, approximately 30% of
its total sales were made on these credit cards, and
approximately 15% were made on installment credit contracts
arranged through banks or independent finance companies which
bear the credit risk of these contracts.

                                  10 

  Distribution

   The Company's stores are supplied by regional
distribution centers which consist of a 315,000 square foot
leased facility in Dayton, Ohio and a 180,000 square foot owned
facility in Pensacola, Florida, of which the Company leases
90,000 square feet to an outside company.  The Company also
leases a 67,000 square foot auxiliary warehouse in Pensacola,
Florida.  The Company has purchased land and plans to build a
150,000 square foot distribution center in Cheyenne, Wyoming in
fiscal 1998 at an approximate cost of $3.0 million.

   The regional distribution centers reduce inventory
requirements at individual stores, while preserving the benefits
of volume purchasing and facilitating centralized inventory and
accounting controls.  Virtually all of the Company's merchandise
is distributed through its distribution centers, with the
exception of major appliances which are often shipped directly by
the vendor to the retail location.  All deliveries to stores are
made by independent contract carriers.

  Management Information Systems

   The Company has developed a computerized management
information system which operates an internally developed
software package.  The Company's computer system provides
management with the information necessary to manage inventory by
stock keeping unit ("SKU"), monitor sales and store activity on a
daily basis, capture marketing and customer information, track
productivity by salesperson and control the Company's accounting
operations.

   The host computer is integrated with the Company's
point-of-sale system which serves as the collection mechanism for
all sales activity.  The combined system provides for next-day
review of inventory levels, sales by store and by SKU and
commissions earned, assists in cash management and enables
management to track merchandise from receipt at the distribution
center until time of sale.   

Competition

   The Company's business is characterized by substantial
competition.  The Company's competitors include other specialty
electronics retailers, department stores, discount stores,
furniture stores, warehouse clubs and catalog showrooms.  Some of
these competitors have greater financial and other resources than
the Company.  Competition within the Company's industry is based
upon price, breadth of product selection, product quality and
customer service. 

Facilities

   One hundred and three of the Company's stores are
located in buildings owned by the Company, including two strip
shopping centers in Austin, Texas of 60,000 and 40,000 square

                                 11

feet.  The Company uses approximately 10,000 square feet in each
shopping center for a store and leases the remainder.  The
Company also owns a 38,000 square foot shopping center in College
Station, Texas in which it does not operate a retail store.  The
strip shopping centers are professionally managed by local real
estate management firms.

   The remaining 119 stores operate on leased premises,
with the unexpired terms of the leases ranging from one year to
28 years, inclusive of options to renew, except for two month to
month leases.  For fiscal 1997, the total net rent expense for
the Company's leased facilities was approximately $6,944,000.

   To date, the Company has not experienced difficulty in
securing leases or purchasing sites for suitable locations for
its stores.  The Company continues to remodel and upgrade
existing stores as appropriate.  In addition, to minimize
construction costs, the Company has developed prototype formats
for new store construction.

Employees

   At January 31, 1997, the Company had 140 hourly and
salaried employees and 949 sales employees.  The Company also
employs additional personnel during peak selling seasons.  None
of the Company's employees are represented by a labor union.  The
Company considers its relationship with its employees to be
satisfactory.

Service Marks

   The Company has registered its rights in its service
mark "REX" with the United States Patent and Trademark Office. 
The Company is not aware of any adverse claims concerning its
service mark.

Item 2. Properties

   The information required by this Item 2 is set forth in
Item 1 of this report under "Store Operations--Stores," "Store
Operations--Distribution" and "Facilities" and is incorporated
herein by reference.

Item 3. Legal Proceedings

   The Company is involved in various legal proceedings
incidental to the conduct of its business.  The Company believes
that these proceedings will not have a material adverse effect on
the financial condition or operations of the Company.

Item 4. Submission of Matters to a Vote of Security Holders

   None.
                                12

                Executive Officers of the Company

   Set forth below is certain information about each of
the Company's executive officers.

           Name         Age                    Position(s)

Stuart Rose. . . . . .  42   Chairman of the Board and Chief Executive Officer*
Lawrence Tomchin . . .  69   President and Chief Operating Officer*
Douglas Bruggeman  . .  36   Vice President-Finance and Treasurer
Edward Kress . . . . .  47   Secretary*

________________

*Also serves as a director of the Company.

   Stuart Rose has been the Chairman of the Board and Chief
Executive Officer of the Company since its incorporation in 1984
as a holding company to succeed to the ownership of Rex Radio &
TV, Kelly & Cohen and Stereo Town.  Prior to 1984, Mr. Rose was
Chairman of the Board and Chief Executive Officer of Rex Radio &
TV, which he founded in 1980 to acquire the stock of a
corporation which operated four retail stores. 

   Lawrence Tomchin has been the President and Chief Operating
Officer of the Company since 1990.  From 1984 to 1990, he was the
Executive Vice President and Chief Operating Officer of the
Company.  Mr. Tomchin has been a director of the Company since
1984.  Mr. Tomchin was Vice President and General Manager of the
corporation which was acquired by Rex Radio & TV in 1980 and
served as Executive Vice President of Rex Radio & TV after the
acquisition.

   Douglas Bruggeman has been Vice President - Finance and
Treasurer of the Company since 1989.  From 1987 to 1989, Mr.
Bruggeman was the Manager of Corporate Accounting for the
Company.  Mr. Bruggeman was employed with the accounting firm of
Ernst & Young prior to joining the Company in 1986.

   Edward Kress has been the Secretary of the Company since 1984
and a director of the Company since 1985.  Mr. Kress has been a
partner of the law firm of Chernesky, Heyman & Kress, counsel for
the Company, since 1988.  From 1985 to 1988, Mr. Kress was a
member of the law firm of Smith & Schnacke.  Mr. Kress has
practiced law in Dayton, Ohio since 1974.

                                  13

                                 PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder
Matters

SHAREHOLDER INFORMATION

Common Share Information and Quarterly Share Prices

   The Company's Common Stock is traded on the New York Stock Exchange under
the symbol RSC.

Fiscal Quarter Ended                               High      Low
                                                      
April 30, 1995                                    $16.50    $12.25
July 31, 1995                                      16.50     13.25
October 31, 1995                                   18.75     15.50
January 31, 1996                                   17.75     12.87

April 30, 1996                                    $15.88    $15.50
July 31, 1996                                      12.88     12.50
October 31, 1996                                    9.75      9.50
January 31, 1997                                    8.88      8.13

As of April 15, 1997, there were 333 holders of record
of the Company's Common Stock, including shares held
in nominee or street name by brokers.

Dividend Policy

The Company's revolving credit agreement places restrictions on the payment
of dividends.  The Company has not paid dividends in prior years.

                                      14

Item 6.   Selected Financial Data

Five Year Financial Summary

                                            January 31,
                             -------------------------------------------------
(In Thousands, Except   
 Per Share Amounts)      1997       1996      1995        1994       1993

Net sales                $427,378   $442,217   $382,775   $298,171   $233,080

Net income               $  7,362   $ 14,573   $ 12,596   $  8,632   $  4,788

Net income per
  common share           $   0.80   $   1.56   $   1.40   $   1.10   $   0.72

Total assets             $248,034   $234,599   $192,616   $132,319   $ 88,599

Long-term debt, 
  of current
  maturities             $ 51,102   $ 32,590   $ 25,595   $ 10,879   $  2,902

                                   15 

Quarterly Financial Data (Unaudited)

                                              Quarters Ended
                                 (In Thousands Except Per Share Amounts)

                          April 30,     July 31,      October 31,   January 31,
                            1996          1996          1996          1997

Net sales                 $97,383       $95,653       $90,543        $143,799
Cost of merchandise sold   72,503        70,931        67,990         106,343
Net income                  1,756         1,475           252           3,879
Earnings per common
  share                   $  0.18       $  0.15       $  0.03        $   0.44

                                              Quarters Ended
                                (In Thousands Except Per Share Amounts)

                          April 30,     July 31,      October 31,   January 31,
                            1995          1995          1995          1996

Net sales                 $87,427       $96,458      $94,914         $163,418
Cost of merchandise sold   65,602        71,484       70,546          120,004
Net income                  1,574         2,513        1,942            8,544
Earnings per common
  share                   $  0.17       $  0.27      $  0.21         $   0.91

                                     16

Item 7.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations

Overview

  The Company is a leader in the consumer electronics/appliance
retailing industry, operating predominantly in small to medium
sized markets in the Midwest and Southeast under the trade name
"REX."  Since acquiring its first four stores in 1980, the
Company has expanded into a national chain operating 222 stores
in 35 states.  During fiscal 1996 and 1997, the Company expanded
into the western region of the United States by opening fourteen
stores in seven northwestern states.

  The Company has focused on maintaining strict cost controls,
offering customers a broad selection of merchandise at "everyday
low prices" and expansion within small and medium sized markets
where its low cost structure and operating strategy enhance its
ability to become a dominant retailer.

  During fiscal 1997, 1996 and 1995, the Company opened 35, 34
and 33 stores, respectively.  The Company closed twelve stores in
fiscal 1997 and no stores were closed in fiscal 1996 and 1995. 
Comparable store sales declined 17.5% and 5.4% in fiscal 1997 and
1996, respectively, and grew 5.5% in fiscal 1995.  The decrease
in comparable store sales reflects an industry wide decline in
consumer demand for electronics and an intensely competitive
retail environment.  The Company considers a store to be
comparable after it has been open six full fiscal quarters. 
Comparable store sales comparisons do not include sales of
extended service contracts.

Extended Service Contracts

  The Company's extended service contract revenues, net of sales
commissions, are deferred and amortized on a straight-line basis
over the life of the contracts after the expiration of applicable
manufacturers' warranty periods.  Terms of coverage, including
the manufacturers' warranty periods, are usually for periods of
12 to 60 months.  Extended service contract revenues represented
2.9%, 2.4% and 2.6% of net sales for fiscal 1997, 1996 and 1995,
respectively.  Service contract costs are charged to operations
as incurred.  Gross profit realized from extended service
contract revenues was $9.6 million, $8.3 million and $7.8 million
in fiscal 1997, 1996 and 1995, respectively.

                                     17

Results of Operations

  The following table sets forth, for the periods indicated, the
relative percentages that certain income and expense items bear
to net sales:

                                             Fiscal Year Ended
                                                January 31,
                                         1997       1996       1995
                                                      
Net sales                                100.0%     100.0%     100.0%
Cost of merchandise sold                  74.4       74.1       74.7
                                         -----      -----      -----
  Gross profit                            25.6       25.9       25.3
Selling, general and 
  administrative expenses                 21.5       19.4       19.4
                                         -----      -----      -----
  Income from operations                   4.1        6.5        5.9
Interest, net                              1.3        1.1         .5
                                         -----      -----      ----- 
  Income before income taxes               2.8        5.4        5.4
Provision for income taxes                 1.1        2.1        2.1
                                         -----      -----      -----
  Net income                               1.7%       3.3%       3.3%
                                         =====      =====      =====

Comparison of Fiscal Years Ended January 31, 1997 and 1996

  Net sales in fiscal 1997 were $427.4 million, a 3.4% decrease
from the $442.2 million achieved in fiscal 1996.  This decrease
was caused by a decline of 17.5% in comparable store sales,
partially offset by the net addition of 23 stores in fiscal 1997
and the first full year of sales for 34 stores opened in fiscal
1996.  During fiscal 1997 the Company opened 35 stores and closed
12, while during fiscal 1996 the Company opened 34 stores and
closed none.  The number of stores open at January 31, 1997 was
222 compared to 199 at January 31, 1996.

  Gross profit of $109.6 million in fiscal 1997 (25.6% of net
sales) was 4.3% lower than the $114.6 million (25.9% of net sales)
recorded the prior year.  The lower gross profit margin is
primarily due to competitive pressures and an increase in major
appliance and computer sales, which generally have a lower gross
profit margin.  This was partially offset by an increase in
extended service contract revenues, which generally have a higher
gross profit margin.

                                18

  Selling, general and administrative expenses for fiscal 1997
were $91.9 million (21.5% of net sales), a 5.7% increase over the
$86.0 million (19.4% of net sales) in fiscal 1996.  The increase
in expense was primarily attributable to $3.5 million in
increased advertising costs, $1.5 million in increased occupancy
and depreciation costs and $1.7 million in increased operating
costs associated with more store locations in the current year. 
Payroll costs decreased by $800,000 due to a reduction in direct 
selling costs resulting from the decline in sales.  The increase
in selling, general and administrative expenses as a percentage
of net sales is primarily the result of the decline in comparable
store sales.

  Income from operations was $17.7 million (4.1% of net sales)
in fiscal 1997, a 38.1% decrease from $28.6 million (6.5% of net
sales) for fiscal 1996.  This decline was primarily due to the
17.5% decline in comparable store sales and the increased
selling, general and administrative expenses associated with more
store locations.

  Interest expense increased to $5.6 million in fiscal 1997 from
$4.7 million in fiscal 1996.  The increase in interest expense is
primarily attributable to additional mortgage debt associated
with more Company owned store locations (average outstanding
borrowings of approximately $40.8 million in fiscal 1997 compared
to $31.5 million in fiscal 1996) and an increase of approximately
$3.4 million in the average outstanding borrowings on the
revolving line of credit.

  The effective tax rate was 39.5% for fiscal 1997 and 1996.

  As a result of the foregoing, net income for fiscal 1997 was
$7.4 million, a 49.5% decrease from $14.6 million in fiscal 1996.

Comparison of Fiscal Years Ended January 31, 1996 and 1995

  Net sales in fiscal 1996 were $442.2 million, a 15.5% increase
over the $382.8 million achieved in fiscal 1995.  The increase
was due to the addition of 34 stores during the year and the
first full year of sales for 33 stores opened during fiscal 1995,
partially offset by a decline of 5.4% in comparable store sales
during the year.  No stores were closed in fiscal 1996 and 1995. 
The number of stores open at January 31, 1996 was 199 compared to
165 at January 31, 1995.

  Gross profit of $114.6 million in fiscal 1996 (25.9% of net
sales) was 18.5% higher than the $96.7 million of gross profit
(25.3% of net sales) recorded the prior year.  The improved gross

                                    19

profit margin in fiscal 1996 was primarily the result of lower
merchandise cost on certain products due to opportunistic
purchasing.  This was partially offset by an increase in major
appliance and computer sales which generally have a lower gross
profit margin.  Extended service contract revenues, which
generally have a higher gross profit margin, also declined as a
percent of net sales.

  Selling, general and administrative expenses for fiscal 1996
were $86.0 million (19.4% of net sales), a 15.9% increase over
the $74.2 million (19.4% of net sales) in fiscal 1995.  The
increase in expense was primarily attributable to $5.1 million of
higher payroll costs related to the increased number of stores
and increased sales, $3.7 million of increased advertising costs
and $2.9 million of higher depreciation, occupancy and other
operating costs associated with more store locations.  As a
percentage of net sales, selling, general and administrative
expenses were consistent between years.

  Income from operations was $28.6 million (6.5% of net sales)
in fiscal 1996, a 27.2% increase over $22.5 million (5.9% of net
sales) for fiscal 1995.  This improvement was primarily a result
of increased sales volume and an improved gross profit margin
resulting from opportunistic purchasing.

  Interest expense increased to $4.7 million in fiscal 1996 from
$1.9 million in fiscal 1995.  The increase in interest expense
was primarily attributable to additional mortgage debt associated
with more Company owned store locations (average outstanding
borrowings of approximately $31.5 million in fiscal 1996 compared
to $14.3 million in fiscal 1995) and an increase of
approximately $10.3 million in the average outstanding borrowings
on the revolving line of credit to support higher inventory
levels associated with store expansion and opportunistic
purchasing.

  The effective tax rate was 39.5% for fiscal 1996 and 1995.

  As a result of the foregoing, net income for fiscal 1996 was
$14.6 million, a 15.7% increase over $12.6 million for fiscal
1995.

Liquidity and Capital Resources

  The Company's primary sources of financing have been cash flow
provided by net income, mortgages on owned property, borrowings
under its revolving line of credit and in fiscal 1995, the
proceeds from a public offering of Common Stock.

  Net cash provided by operating activities was $10.9 million
for fiscal 1997.  Operating cash flow was primarily provided by
net income of $7.4 million and $3.2 million of deferred income
from sales of extended service contracts.  Cash was also provided
by a decrease in inventory of $11.5 million, offset by a decrease
in accounts payable of $8.3 million and a decrease in other
liabilities of $3.7 million.
                                   20

  At January 31, 1997, working capital was $80.2 million
compared to $80.0 million at January 31, 1996.  The ratio of
current assets to current liabilities was 2.1 to 1 at January 31,
1997 and 1996.

  Capital expenditures in fiscal 1997 totaled $23.4 million and
were primarily associated with the opening of 35 stores.

  During fiscal 1997, the Company purchased 854,000 shares of
its common stock for $7.5 million.  Subsequent to the end of
fiscal 1997 and through March 26, 1997, the Company purchased
375,000 shares of its common stock for $3.1 million.  The Company
is authorized by its Board of Directors to purchase an additional
788,700 shares of its common stock and all shares purchased will
be held in treasury for possible future use.

  The Company has a revolving credit agreement with seven banks
through July 31, 2000, with interest at prime or LIBOR plus
1.875%.  Amounts available for borrowing are equal to the lesser
of (i) $100 million for the months of January through June and
$150 million for the months of July through December or (ii) the
sum of specified percentages of eligible accounts receivable and
eligible inventories, as defined.  Amounts available for
borrowing are reduced by any letter of credit commitments
outstanding.

  At January 31, 1997, borrowings of $12.1 million were
outstanding at an average interest rate of 7.38%.  A total of
approximately $73.0 million was available at January 31, 1997. 
Borrowing levels vary during the course of a year based on the
Company's seasonal working capital needs.  The maximum direct
borrowings outstanding during fiscal 1997 were approximately
$42.9 million, which existed immediately prior to the Christmas
selling season due to the build-up of seasonal inventory
requirements.  The weighted average interest rate was 8.96% for
fiscal 1997.  The revolving credit agreement contains restrictive
covenants which require the Company to maintain specified levels
of consolidated tangible net worth and limit capital expenditures
and the incurrence of additional indebtedness.  The  revolving
credit agreement also places restrictions on common stock
repurchases and the payment of dividends.

  At January 31, 1997, the Company had approximately $54.2
million of mortgage debt outstanding (including $21.9 million
obtained in fiscal 1997 from mortgaging 34 stores) at a weighted
average interest rate of 8.96%, with maturities from 2000 to 2012.

Seasonality and Quarterly Fluctuations

  The Company's business is seasonal.  As is the case with many
other retailers, the Company's net sales and net income are
greatest in its fourth fiscal quarter, which includes the
Christmas selling season.  The fourth fiscal quarter accounted
for 33.6% and 36.9% of net sales and 52.7% and 58.6% of net

                                21

income in fiscal 1997 and 1996, respectively.  Year to year
comparisons of quarterly results of operations and comparable
store sales can be affected by a variety of factors, including
the duration of the holiday selling season, weather conditions
and the timing of new store openings.

  The following table provides certain unaudited financial
information for the Company for each of the quarters in fiscal
1997 and 1996.

                                  Fiscal Quarter Ended
               April 30,        July 31,      October 31,      January 31,
                      % of            % of           % of              % of
             $000s    Annual $000s   Annual $000s   Annual  $000s    Annual
                                               
Fiscal 1997
  Net sales  $97,383  22.8%  $95,653  22.4%  $90,543  21.2%  $143,799  33.6%
  Income from
   operations  4,082  23.0     3,883  21.9     1,760  10.0      7,981  45.1
  Net income   1,756  23.9     1,475  20.0       252   3.4      3,879  52.7

Fiscal 1996
  Net sales  $87,427  19.8%  $96,458  21.8%  $94,914  21.5%  $163,418  36.9%
  Income from
   operations  3,183  11.1     5,145  18.0     4,652  16.3     15,620  54.6
  Net income   1,574  10.8     2,513  17.3     1,942  13.3      8,544  58.6

Recently Issued Accounting Standards

  In the first quarter of fiscal 1997, the Company adopted the
provisions of Statement of Financial Accounting Standards (SFAS)
No. 121 "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of," which addresses the
identification and measurement of asset impairments and requires
recognition of impairment losses on long-lived assets when book
values exceed expected future cash flows.  The application of
this standard did not have a material impact on the Company's
financial position or results of operations.

  The Company adopted the provisions of SFAS No. 123 "Accounting
for Stock-Based Compensation" in fiscal 1997, which established
new accounting and disclosure requirements for stock-based
employee compensation plans.  The Company adopted this standard
by continuing to follow the accounting prescribed by APB Opinion
No. 25 "Accounting for Stock Issued to Employees" and presenting
the required pro forma disclosures.  Therefore, the application
of this standard did not have a material impact on the Company's
financial position or results of operations.

                                   22

Item 8.  Financial Statements and Supplementary Data
                  REX STORES CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                        JANUARY 31, 1997 AND 1996

                                                         1997       1996
                              ASSETS                    (In Thousands)
                                                            
CURRENT ASSETS:
   Cash and cash equivalents                          $  3,959    $    685
   Short-term investments                                1,645       1,525
   Accounts receivable, net of allowance for doubtful
    accounts of $376 and $638 in 1997 and 1996,
    respectively (Note 4)                                1,477       1,604
   Merchandise inventory (Note 4)                      135,033     146,566
   Prepaid expenses and other                            2,219       1,825
   Future income tax benefits                            5,544       3,818
                                                      --------    --------
          Total current assets                         149,877     156,023
PROPERTY AND EQUIPMENT, NET (Notes 1, 4 and 5)          89,638      70,307
FUTURE INCOME TAX BENEFITS                               8,519       8,269
                                                      --------    --------
          Total assets                                $248,034    $234,599
                                                      ========    ========
                  LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
   Note payable (Note 4)                              $ 12,142    $  9,327
   Current portion of long-term debt (Note 5)            3,131       2,050
   Current portion of deferred income and deferred
     gain on sale and leaseback (Notes 2 and 7)         10,844       9,083
   Accounts payable, trade                              31,265      39,525
   Accrued income taxes                                  1,077       4,121
   Accrued payroll                                       4,866       5,614
   Other current liabilities                             6,401       6,287
                                                      --------    --------
          Total current liabilities                     69,726      76,007
LONG-TERM LIABILITIES:
   Long-term debt (Note 5)                              51,102      32,590
   Deferred income (Note 2)                             18,279      16,506
   Deferred gain on sale and leaseback (Note 7)          6,207       7,150
                                                      --------    --------
          Total long-term liabilities                   75,588      56,246
COMMITMENTS AND CONTINGENCIES (Notes 7 and 9)
SHAREHOLDERS' EQUITY (Notes 3, 4 and 6):
   Common stock, 45,000 shares authorized, 9,602 
     and 9,521 shares issued, at par                        96          95
   Paid-in capital                                      57,229      56,732
   Retained earnings                                    56,763      49,401
   Treasury stock, 1,388 and 534 shares                (11,368)     (3,882) 
                                                      --------    --------
          Total shareholders' equity                   102,720     102,346
                                                      --------    --------
          Total liabilities and shareholders' equity  $248,034    $234,599
                                                      ========    ========

[FN]      The accompanying notes to consolidated financial statements 
      are an integral part of these consolidated balance sheets.
                                   23

                  REX STORES CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME
          FOR THE YEARS ENDED JANUARY 31, 1997, 1996 AND 1995

                                     1997           1996           1995
                                             (In Thousands,
                                        Except Per Share Amounts)
                                                        
NET SALES                          $427,378       $442,217       $382,775
                                   --------       --------       --------
COSTS AND EXPENSES:
   Cost of merchandise sold         317,767        327,636        286,073 
   Selling, general and 
     administrative expenses         91,905         85,981         74,216
                                   --------       --------       --------
     Total costs and expenses       409,672        413,617        360,289
                                   --------       --------       --------

INCOME FROM OPERATIONS               17,706         28,600         22,486

INVESTMENT INCOME                        85            182            229
INTEREST EXPENSE                      5,624          4,707          1,899
                                   --------       --------       --------
INCOME BEFORE PROVISION FOR
  INCOME TAXES                       12,167         24,075         20,816

PROVISION FOR INCOME TAXES            4,805          9,502          8,220
                                   --------       --------       --------
NET INCOME                         $  7,362       $ 14,573       $ 12,596
                                   ========       ========       ========

WEIGHTED AVERAGE NUMBER OF 
  COMMON AND COMMON EQUIVALENT
  SHARES OUTSTANDING                  9,219          9,365          9,014
                                   --------       --------       --------
NET INCOME PER SHARE               $   0.80       $   1.56       $   1.40
                                   ========       ========       ========

[FN]
     The accompanying notes to consolidated financial statements
       are an integral part of these consolidated statements.

                                   24

                    REX STORES CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE YEARS ENDED JANUARY 31, 1997, 1996 AND 1995

                                            1997        1996        1995
                                                    (In Thousands)
                                                         
CASH FLOWS FROM OPERATING 
  ACTIVITIES:   
  Net income                              $ 7,362     $ 14,573    $ 12,596
  Adjustments to reconcile
   net income to net cash
   provided by (used in) 
   operating activities-
    Depreciation and amortization, net      2,943        2,357       1,559
    Deferred income                         3,221        4,415       3,770
    Future income tax benefits             (2,054)      (1,608)     (1,207)
    Accounts receivable                       127         (527)       (403)
    Merchandise inventory                  11,533      (31,219)    (40,385)
    Other current assets                     (323)        (361)       (281)
    Accounts payable, trade                (8,260)       6,230       5,271
    Other current liabilities              (3,678)       2,098       3,123
                                          -------      -------     -------
NET CASH PROVIDED BY (USED IN)
  OPERATING ACTIVITIES                     10,871       (4,042)    (15,957)
                                          -------      -------     -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Short-term investments                     (120)          30        (925)
  Capital expenditures                    (23,448)     (23,080)    (28,101)
  Capital disposals                           552           43         120
                                          -------      -------     -------
NET CASH USED IN INVESTING ACTIVITIES     (23,016)     (23,007)    (28,906)
                                          -------      -------     -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase in note payable                  2,815        9,327        -
  Proceeds from long-term debt             21,911        9,201      16,885
  Payments of long-term debt               (2,318)      (1,836)       (981)
  Common stock issued                         497          643      20,907
  Treasury stock issued (acquired)         (7,486)      (2,264)        297
                                          -------      -------     -------
NET CASH PROVIDED BY FINANCING ACTIVITIES  15,419       15,071      37,108
                                          -------      -------     -------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                          3,274      (11,978)     (7,755)

CASH AND CASH EQUIVALENTS, 
  beginning of year                           685       12,663      20,418
                                          -------      -------    --------
CASH AND CASH EQUIVALENTS,
  end of year                             $ 3,959      $   685    $ 12,663
                                          =======      =======    ========

[FN]       The accompanying notes to consolidated financial statements
               are an integral part of these consolidated statements.

                                   25

                  REX STORES CORPORATION AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
           FOR THE YEARS ENDED JANUARY 31, 1997, 1996 AND 1995

                              Common Stock
                         Issued            Treasury      Paid-In   Retained
                    Shares   Amount     Shares  Amount   Capital   Earnings
                                        (In Thousands)
                                                 
BALANCE, 
  January 31, 1994  8,027     $80       460   $ 1,915    $35,197   $22,232

Net income            -        -         -        -          -      12,596

Common stock
  issued            1,393      14       (88)     (297)    20,893       -
                    -----     ---     -----   -------    -------   -------
BALANCE,
  January 31, 1995  9,420      94       372     1,618     56,090    34,828

Net income            -        -         -        -          -      14,573

Treasury stock
  acquired            -        -        162     2,264        -         -

Common stock
  issued              101       1        -        -          642       -
                    -----     ---     -----   -------    -------   ------- 
BALANCE, 
  January 31, 1996  9,521      95       534     3,882     56,732    49,401

Net income            -        -         -        -          -       7,362

Treasury stock
  acquired            -        -        854     7,486        -         -

Common stock
  issued               81       1        -        -          497       -
                    -----     ---     -----   -------    -------   -------
BALANCE, 
  January 31, 1997  9,602     $96     1,388   $11,368    $57,229   $56,763
                    =====     ===     =====   =======    =======   =======

[FN]
          The accompanying notes to consolidated financial statements
            are an integral part of these consolidated statements

                                   26

                REX STORES CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE YEARS ENDED JANUARY 31, 1997 AND 1996

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-

  (a)  Principles of Consolidation--The accompanying financial 
  statements consolidate the operating results and financial
  position of REX Stores Corporation and its wholly-owned
  subsidiaries (the Company).  All significant intercompany
  balances and transactions have been eliminated.  The Company
  operates 222 retail consumer electronics and appliance stores
  under the REX name in 35 states, predominantly in the Midwest
  and Southeast.

  (b)  Net Income Per Share--Net income per share is computed
  using the weighted average number of common and common equivalent shares
  outstanding during the period.  Fully-diluted earnings per
  share do not differ significantly from primary earnings per
  share.
  
  (c)  Cash Equivalents and Short-term Investments--Cash
  equivalents are principally short-term investments with
  original maturities of less than three months.  Short-term
  investments, which are principally marketable securities, are
  stated at cost plus accrued interest, which approximates
  market.  The carrying amount of cash equivalents and short-term 
  investments is a reasonable estimate of fair value.
  
  Investments at January 31, 1997 and 1996 are restricted by two
  states to cover possible future claims under product service
  contracts.
  
  (d)  Merchandise Inventory--Substantially all inventory is
  valued at the lower of average cost or market, which
  approximates cost on a first-in, first-out (FIFO) basis,
  including certain costs associated with purchasing,
  warehousing and transporting merchandise.  The inventory of an
  acquired subsidiary, Kelly & Cohen Appliances, Inc. (K&C), is
  valued at the lower of last-in, first-out (LIFO) or market. 
  The K&C inventory value using the FIFO method ($38,437,000 and
  $41,880,000 at January 31, 1997 and 1996, respectively)
  approximates the LIFO value in all years presented.  Five
  suppliers accounted for approximately 62% of the Company's
  purchases in 1997.

                                   27

  (e)  Property and Equipment--Property and equipment is recorded at
  cost.  Depreciation is computed using the straight-line method. 
  Estimated useful lives are 30 to 40 years for buildings and 
  improvements, and 3 to 12 years for fixtures and equipment.  
  Leasehold improvements are depreciated over 10-12
  years.  The components of cost at January 31, 1997 and 1996
  are as follows:

                                               1997           1996
                                             
                                                  (In thousands)
                                                      
          Land                               $ 23,530       $18,452
          Buildings and improvements           53,890        40,492
          Fixtures and equipment               14,386        12,294
          Leasehold improvements                9,409         7,740
                                             --------       -------
                                              101,215        78,978
          Less: accumulated depreciation      (11,577)       (8,671)
                                             --------       -------
                                             $ 89,638       $70,307
                                             ========       =======

  In the first quarter of fiscal 1997, the Company adopted the  
  provisions of Statement of Financial Accounting Standards (SFAS)
  No. 121 "Accounting for the Impairment of Long-Lived Assets and
  for Long-Lived Assets to be Disposed Of," which addresses the
  identification and measurement of asset impairments and requires
  recognition of impairment losses on long-lived assets when book
  values exceed expected future cash flows.  The application of
  this standard did not have a material impact on the Company's
  financial position or results of operations.

  (f)  Interest Cost--Interest expense of $5,624,000, $4,707,000
  and $1,899,000 for the years ended January 31, 1997, 1996 and
  1995, respectively, is net of approximately $193,000, $207,000
  and $182,000 of interest capitalized related to store
  construction.  Total interest expense approximates interest paid
  for all years presented.

  (g)  Loan Acquisition Costs--Direct expenses and fees associated
  with obtaining notes payable or long-term debt are capitalized
  and amortized to interest expense over the life of the loan.

  (h)  Advertising Costs--Advertising costs are expensed as
  incurred.  Advertising expense was approximately $33,473,000,
  $29,989,000 and $26,241,000 in 1997, 1996 and 1995, respectively.

  (i)  Store Opening and Closing Costs--Store opening costs are
  expensed as incurred.  The costs associated with closing stores
  are accrued when the decision is made to close a location.

                                   28

  (j)  Use of Estimates--The preparation of financial statements in 
  conformity with generally accepted accounting principles requires
  management to make estimates and assumptions that affect the
  reported amounts of assets and liabilities and disclosure of
  contingent assets and liabilities at the date of the financial
  statements and the reported amounts of revenues and expenses
  during the reporting period.  Actual results could differ from
  those estimates.

  (k)  Reclassifications--Certain reclassifications have been made
  to prior year financial statements to conform with the
  classifications used in the 1997 financial statements.

(2) DEFERRED INCOME ON SERVICE CONTRACTS-

The Company sells product service contracts covering periods
beyond the normal manufacturers' warranty periods, usually with
terms of coverage (including manufacturers' warranty periods) of
between 12 to 60 months.  Revenues net of sales commissions are
deferred and amortized on a straight-line basis over the life of
the contracts after the expiration of applicable manufacturers'
warranty periods.  Service contract costs are charged to
operations as incurred.

(3) COMMON STOCK TRANSACTIONS-

During the years ended January 31, 1997 and 1996, the Company
purchased 854,000 and 162,000 shares of its common stock for $7.5
million and $2.3 million, respectively.  Subsequent to January
31, 1997 and through March 26, 1997, the Company purchased
375,000 shares of its common stock for $3.1 million.  The Company
is authorized by its Board of Directors to purchase an additional
788,700 shares of its common stock and all shares purchased will
be held in treasury for possible future use.

On June 2, 1994, the Company completed the sale of 1.3 million
shares of common stock under a Form S-3 registration statement
and received net proceeds of $19.8 million. On July 1, 1994, the
Company sold an additional 13,333 shares pursuant to the over
allotment option and received net proceeds of approximately
$203,000.

                                   29

(4) REVOLVING LINE OF CREDIT-

The Company has a revolving credit agreement with seven banks
which expires July 31, 2000.  Under the terms of the agreement,
available revolving credit borrowings are equal to the lesser of: 
(i) $100 million for the months of January through June and $150
million for the months of July through December or (ii) the sum
of specific percentages of eligible accounts receivable and
eligible inventories, as defined.  Borrowings available are
reduced by any letter of credit commitments outstanding. 
Outstanding borrowings under the revolving credit agreement
totaled $12,142,000 and $9,327,000 at January 31, 1997 and 1996,
respectively.  The carrying amount of the borrowings at January
31, 1997 and 1996 approximates fair value as the revolving credit
agreement bears a current market rate of interest.  At January
31, 1997, a total of approximately $73.0 million was available
for borrowings under the revolving credit agreement.

The interest rate charged on borrowings is prime or LIBOR plus
1.875% and commitment fees of 1/4% are payable on the unused
portion.  The weighted average interest rate on borrowings
outstanding at January 31, 1997 was 7.38%.  Borrowings are
secured by certain fixed assets, accounts receivable and
inventories.

The revolving credit agreement contains restrictive covenants
which require the Company to maintain specified levels of
consolidated tangible net worth and limit capital expenditures
and the incurrence of additional indebtedness.  The revolving
credit agreement also places restrictions on the amount of common
stock repurchases and the payment of dividends.

(5) LONG-TERM DEBT-

Long-term debt consists of notes payable secured by certain land,
buildings and leasehold improvements.  Interest rates range from
7.50% to 9.95%.  Principal and interest are payable monthly over
terms which generally range from 10 to 15 years.  Substantially
all of the notes payable require balloon payments at the end of
the scheduled term.

Maturities of long-term debt are as follows (in thousands):

Year Ending
January 31,                                         Amount
                                                 
1998                                                $ 3,131
1999                                                  3,127
2000                                                  3,259
2001                                                  4,143
2002                                                  6,229
2003 and thereafter                                  34,344
                                                    -------
                                                    $54,233
                                                    =======
                                   30

The fair value of the Company's long-term debt at January 31,
1997 and 1996 was approximately $56.1 million and $35.9 million,
respectively.  The fair value was estimated based on rates
available to the Company for debt with similar terms and
maturities.

(6) EMPLOYEE BENEFITS-

Stock Option Plans--Effective June 2, 1995, the Company adopted
the REX Stores Corporation 1995 Omnibus Stock Incentive Plan (the
Omnibus Plan), which amended and restated the 1994 Incentive
Stock Option Plan.  Under the Omnibus Plan, the Company may grant
to officers and key employees awards in the form of incentive
stock options, non-qualified stock options, stock appreciation
rights, restricted stock, other stock-based awards and cash
incentive awards.  The Omnibus Plan also provides for yearly
grants of non-qualified stock options to directors who are not
employees of the Company.  The exercise price of each stock based
award must be at least 100% of the fair market value of the
Company's common  stock on the date of grant.  A maximum of
2,000,000 shares of common stock are authorized for issuance
under the Omnibus Plan and at January 31, 1997, 641,257 shares
remained available for issuance.  At January 31, 1997, 227,705
stock options also remained outstanding under the 1984 Incentive
Stock Option Plan which expired in fiscal 1995.

In November 1989, non-qualified executive stock options were
issued to two key executives under a separate plan for 600,000
shares at the then-current market price of $3.38 per share.  No
additional shares are available for grant under this plan.  At
January 31, 1997, 512,079 of these options remained outstanding
and exercisable.

The Company accounts for its stock-based compensation plans under
APB Opinion No. 25, "Accounting for Stock Issued to Employees",
under which no compensation cost has been recognized. Had
compensation cost for these plans been determined at fair value
consistent with SFAS No. 123, "Accounting for Stock-Based
Compensation", the Company's net income and earnings per share
would have been reduced to the following pro forma amounts:

                                           1997           1996
                                                   
  Net income (000's):  As reported        $7,362         $14,573
                       Pro forma          $5,932         $13,923

  Earnings per share:  As reported        $ 0.80         $  1.56
                       Pro forma          $ 0.72         $  1.54

The fair values of options granted were estimated as of the date
of grant using a Black-Scholes option pricing model with the
following weighted average assumptions used for grants in fiscal

                                    31

1997 and 1996:  risk-free interest rate of 6.3%, expected
volatility of 46.7% and an expected life of 5 years.  In
accordance with the provisions of SFAS No. 123, the fair value
method of accounting was not applied to options granted prior to
February 1, 1995 in estimating the pro forma amounts.  Therefore,
the pro forma effect on net income and earnings per share may not
be representative of that to be expected in future years.

The following summarizes stock option activity for the years
ended January 31, 1997, 1996 and 1995:

                      1997                1996                 1995
                         Weighted           Weighted              Weighted
                          Average            Average               Average
               Shares    Exercise   Shares  Exercise     Shares   Exercise
               (000's)     Price    (000's)   Price      (000's)    Price
                                               
Outstanding
 at beginning
 of year       2,069     $11.60     1,422   $  9.93      1,497   $  8.78
Granted          202      15.47       768     13.90        100     17.22
Exercised        (81)      5.34      (101)     4.32       (167)     3.94
Canceled or
 expired         (71)     14.62       (20)    14.07         (8)    10.90
               -----     ------     -----   -------       -----  -------
Outstanding at
 end of year   2,119     $12.15     2,069   $ 11.60      1,422   $  9.93
               =====     ======     =====   =======      =====   =======
Exercisable at
 end of year   1,143     $10.37       997   $  8.67        862   $  6.42
               =====     ======     =====   =======      =====   =======
Weighted 
 average fair
 value of 
 options
 granted       $8.30                $9.02
               =====                =====

Price ranges and other information for stock options outstanding as of
January 31, 1997 were as follows:

                  Outstanding                 Exercisable
                                      Weighted
                            Weighted  Average                   Weighted
  Range of        Shares    Average   Remaining      Shares     Average
Exercise Prices   (000's)   Exercise    Life         (000's)    Exercise
                            Price                               Price
                                                 
    $3.38           512      $ 3.38    2.8 yrs.        512       $ 3.38
$6.38 to $7.56       98        6.77    0.7 yrs.         86         6.73
$13.00 to $18.98  1,509       15.48    6.6 yrs.        545        17.52
                  -----      ------    -------       -----       ------
                  2,119      $12.15    5.4 yrs.      1,143       $10.37
                  =====      ======    =======       =====       ======

                                   32

On February 26, 1997, the Company's Board of Directors approved a
re-pricing of 362,035 stock options, with exercise prices ranging
from $13.00 to $18.98 per share, to the market price as of the
date of approval of $8.13 per share.  Stock options held by
employees who are members of the Board of Directors and stock
options held by Non-Employee Directors were not re-priced.

Profit Sharing Plan--The Company has a qualified, noncontributory
profit sharing plan covering full-time employees who meet certain
eligibility requirements.  The Plan also allows 401(k) savings
contributions by participants with certain Company matching
contributions. Aggregate contributions to the Plan are determined
annually by the Board of Directors and are not to exceed 15% of
total compensation paid to all participants during such year. 
The Company contributed matching amounts of approximately
$28,000, $36,000 and $32,000 for the years ended
January 31, 1997, 1996 and 1995, respectively, under the Plan.

(7) LEASES AND COMMITMENTS-

The Company is committed under operating leases for certain
warehouse and retail store locations.  The lease agreements are
for varying terms through 2007 and contain renewal options for
additional periods.  Real estate taxes, insurance and maintenance
costs are generally paid by the Company.  Contingent rentals
based on sales volume are not significant.  Certain leases
contain scheduled rent increases and rent expense is recognized
on a straight-line basis over the term of the leases.

On August 30, 1989, the Company completed a transaction for the
sale and leaseback of 75 of its stores and three warehouse
facilities under an initial 15-year lease term.  This transaction
resulted in pre-tax financial statement gain of $15.6 million
(net of expenses), which was deferred and is being amortized as a
reduction to lease expense over the term of the leases.  The
unamortized deferred gain at January 31, 1997 was approximately
$7.2 million.

The following is a summary of rent expense under these operating
leases (in thousands):

  Years ended         Minimum        Gain        Sublease
  January 31,         Rentals    Amortization     Income         Total
                                                     
     1997             $9,076       $(629)         $(1,503)       $6,944
     1996              8,383        (405)          (1,475)        6,503
     1995              7,767        (367)          (1,198)        6,202

                                   33

Future minimum annual rentals and gain amortization on non-cancelable
leases as of January 31, 1997 are as follows (in thousands):

                                               Minimum         Gain
  Years ended January 31,                      Rentals     Amortization

       1998                                    $ 8,490        $  943
       1999                                      7,997           943
       2000                                      7,367           943
       2001                                      6,806           943
       2002                                      6,006           943
       2003 and thereafter                      13,661         2,435
                                               -------        ------
                                               $50,327        $7,150
                                               =======        ======

(8) INCOME TAXES -

The provision for income taxes for the years ended January 31, 1997, 1996
and 1995 consists of the following (in thousands):

                                            Years Ended January 31,
                                           1997      1996       1995
                                                      
  Federal:
    Current                               $5,803    $9,264     $7,969
    Deferred                              (1,824)   (1,358)    (1,129)
                                          ------    ------     ------
                                           3,979     7,906      6,840
                                          ------    ------     ------
  State and Local:
    Current                                1,056     1,846      1,438
    Deferred                                (230)     (250)       (58)
                                          ------    ------     ------
                                             826     1,596      1,380
                                          ------    ------     ------

                                          $4,805    $9,502     $8,220
                                          ======    ======     ======

                                   34

The tax effects of significant temporary differences representing
deferred tax assets and liabilities are as follows:

                                                 January 31,
                                             1997           1996
                                                    
Assets:
  Deferral of service contract income      $ 9,933        $ 8,806
  Sale and leaseback deferred gain           2,502          2,723
  Accrued liabilities                          957           -
  Other items                                3,117          2,945
                                           -------        -------
                                            16,509         14,474
Liabilities:
  Inventory accounting                      (1,064)        (1,064)
  Depreciation                              (1,332)        (1,285)
  Other items                                  (50)           (38)
                                           -------         ------
                                            (2,446)        (2,387)

  Total net future income tax benefits     $14,063        $12,087
                                           =======        =======

The Company paid income taxes of $9,801,000, $10,100,000 and
$6,854,000 in the years ended January 31, 1997, 1996 and 1995,
respectively.

The effective income tax rate on consolidated pre-tax income
differs from the Federal income tax statutory rate as follows:

                                           Years Ended January 31,
                                          1997      1996      1995
                                                     
Federal income tax at statutory rate     35.0%      35.0%     35.0%
State and local taxes, net of federal    
  tax benefit                             4.1        4.2       4.3
Other                                      .4         .3        .2
                                         -----      -----     -----
                                         39.5%      39.5%     39.5%
                                         =====      =====     =====

(9) CONTINGENCIES-

The Company is involved in various legal actions arising in the
normal course of business.  After taking into consideration legal
counsels' evaluation of such actions, management is of the
opinion that their outcome will not have a significant effect on
the Company's consolidated financial statements.

                                    35

                 Report of Independent Public Accountants

To the Shareholders and Board of Directors
of REX Stores Corporation:

  We have audited the accompanying consolidated balance sheets
of REX Stores Corporation (a Delaware corporation) and
subsidiaries as of January 31, 1997 and 1996, and the related
consolidated statements of income, shareholders' equity and cash
flows for each of the three fiscal years in the period ended
January 31, 1997.  These consolidated financial statements and
the schedule referred to below are the responsibility of the
Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements and the
schedule 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, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of REX Stores Corporation and subsidiaries as of January
31, 1997 and 1996, and the results of their operations and their
cash flows for each of the three fiscal years in the period ended
January 31, 1997, in conformity with generally accepted
accounting principles.

  Our audits were made for the purpose of forming an opinion on
the basic consolidated financial statements taken as a whole. 
The schedule listed under Part IV, Item 14(a)(2) is presented for
purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic consolidated
financial statements. This schedule has been subjected to the
auditing procedures applied in our audits of the basic
consolidated financial statements and, in our opinion, fairly
states in all material respects the financial data required to be
set forth therein in relation to the basic consolidated financial
statements taken as a whole.

Cincinnati, Ohio
   March 26, 1997                      Arthur Andersen LLP

                                   36

                      REX STORES CORPORATION AND SUBSIDIARIES
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
               FOR THE YEARS ENDED JANUARY 31, 1997, 1996 AND 1995

                                (In Thousands)

                                   Additions     Deductions

                        Balance                Charges for Which
                       Beginning  Charged Cost   Reserves Were   Balance End
                        of Year   and Expenses     Created         of Year 
                                                       
1997
Allowance for doubtful
  accounts              $638        $146           $408            $376
                        ====        ====           ====            ====
1996
Allowance for doubtful
  accounts              $784        $287           $433            $638
                        ====        ====           ====            ====
1995
Allowance for doubtful
  accounts              $643        $475           $334            $784
                        ====        ====           ====            ====

Item 9.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure

     None.

                                     37

                             PART III

Item 10.  Directors and Executive Offices of the Registrant

    The information required by this Item 10 is incorporated
herein by reference to the Company's Proxy Statement for its Annual
Meeting of Shareholders on June 6, 1997, except for certain
information concerning the executive officers of the Company which
is set forth in Part I of this report.

Item 11.  Executive Compensation

    The information required by this Item 11 is set forth in the
Company's Proxy Statement for its Annual Meeting of Shareholders on
June 6, 1997 and is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and
          Management

    The information required by this Item 12 is set forth in the
Company's Proxy Statement for its Annual Meeting of Shareholders on
June 6, 1997 and is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

    The information required by this Item 13 is set forth in the
Company's Proxy Statement for its Annual Meeting of Shareholders on
June 6, 1997 and is incorporated herein by reference.

                             PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on
          Form 8-K

    (a)(1)  Financial Statements.

    The following consolidated financial statements of the Company
and its subsidiaries are incorporated by reference as part of this
report at Item 8 hereof.

    Consolidated Balance Sheets as of January 31, 1997 and 1996

    Consolidated Statements of Income for the years ended January 31,
    1997, 1996 and 1995

    Consolidated Statements of Cash Flows for the years ended
    January 31, 1997, 1996 and 1995

    Consolidated Statements of Shareholders' Equity for the years
    ended January 31, 1997, 1996 and 1995

    Notes to Consolidated Financial Statements 

    Report of Independent Public Accountants 

    (a)(2)  Financial Statement Schedules.

                                  38

    The following financial statement schedule is incorporated by
reference as part of this report at Item 8 hereof.

    Schedule II  - Valuation and Qualifying Accounts

    All other schedules are omitted because they are not applicable
or not required, or because the required information is included in
the consolidated financial statements or notes thereto.

    (a)(3)  Exhibits.

    See Exhibit Index at page 41 of this report.  

    Management Contracts and Compensatory Plans and Arrangements

    Employment Agreement dated September 1, 1995 between Rex Radio
    and Television, Inc. and Stuart Rose -- Form 10-Q for quarter
    ended October 31, 1995, exhibit 10(a).

    Employment Agreement dated September 1, 1995 between Rex Radio
    and Television, Inc. and Lawrence Tomchin -- Form 10-Q for
    quarter ended October 31, 1995, exhibit 10(b).

    Executive Stock Option dated September 22, 1993 to Stuart Rose
    -- Form 10-Q for quarter ended October 31, 1993, exhibit 10(a).

    Executive Stock Option dated September 22, 1993 to Lawrence
    Tomchin -- Form 10-Q for quarter ended October 31, 1993, exhibit 10(b).

    Executive Stock Option dated November 20, 1989 to Stuart Rose
    -- Form 10-Q for quarter ended October 31, 1989, exhibit 6.3.

    Executive Stock Option dated November 20, 1989 to Lawrence
    Tomchin -- Form 10-Q for quarter ended October 31, 1989, exhibit 6.4.

    Subscription Agreement dated December 1, 1989 from Stuart Rose
    -- Form 10-Q for quarter ended October 31, 1989, exhibit 6.5.

    Subscription Agreement dated December 1, 1989 from Lawrence
    Tomchin -- Form 10-Q for quarter ended October 31, 1989, exhibit 6.6.

    1984 Incentive Stock Option Plan -- Form 10-K for fiscal year
    ended January 31, 1992, exhibit 10(a).

    1995 Omnibus Stock Incentive Plan -- Post-effective amendment
    No. 1 to Form S-8 registration statement (No. 33-81706),
    exhibit 4(c).

    (b)  Reports on Form 8-K.

    No reports on Form 8-K were filed by the Company during the
quarter ended January 31, 1997.

                                  39

                              SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                  REX STORES CORPORATION
    
                                  STUART ROSE

                                  Stuart Rose
                                  Chairman of the Board and
                                  Chief Executive Officer

                                  Date:  April 16, 1997

    Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.

Signature               Capacity                      Date

STUART ROSE             Chairman of the Board     )
Stuart Rose             and Chief Executive       ) 
                        Officer (principal        )
                        executive officer)        )
                                                  )
DOUGLAS BRUGGEMAN       Vice President-Finance    )
Douglas Bruggeman       and Treasurer (principal  )
                        financial and accounting  )
                        officer)                  )
                                                  )
LAWRENCE TOMCHIN*       Director                  )
Lawrence Tomchin                                  )
                                                  )
                                                  )   April 16, 1997  
EDWARD KRESS            Director                  )
Edward Kress                                      )
                                                  )
                                                  )
ROBERT DAVIDOFF*        Director                  )
Robert Davidoff                                   )
                                                  )
                                                  )
TIBOR FABIAN*           Director                  )
Tibor Fabian                                      )
                                                  )
                                                  )
LEE FISHER*             Director                  )
Lee Fisher                                        )
                        
*By   STUART ROSE                                                      
     (Stuart Rose, Attorney-in-Fact) 
                                      40                       

                         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)

    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)

                                  41

    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 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(c)  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(d)  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)

    10(e)  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(f)  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)
                                     42

    10(g)  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(h)  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(i)  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(j)  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(k)  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.

    10(l)  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(m)  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)

                                   43

    10(n)  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(o)  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(p)  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(q)  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 . . . . . . . . . . . . . . . . 45

(23) Consents of experts and counsel:

    23(a)  Consent of Arthur Andersen LLP to use its report
           dated March 26, 1997 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) . . . . . . . . . . . . . . . . . . 46

(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 . . . . . . . . . . . .  . . . . 47-50

(27) Financial data schedule:

           Financial data schedule . . . . . . . . . . . . . . . . .  51

                                   44
                                                    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

  

  
                                      45
                                                    EXHIBIT 23(a)

            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public accountants, we hereby consent to the incorporation
of our report 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).

Cincinnati, Ohio,                      Arthur Andersen LLP
     April 16, 1997

                                     46

                                                     Exhibit 24.1

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity as a director and/or officer of REX Stores Corporation,
a Delaware corporation (the "Company"), hereby constitutes and
appoints Stuart A. Rose 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, 1997 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
instrument as of April 14, 1997.

                              LAWRENCE TOMCHIN
                              
                              Lawrence Tomchin

                                     47

                                                     Exhibit 24.2

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity as a director and/or officer of REX Stores Corporation,
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, 1997 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
instrument as of April 14, 1997.

                              ROBERT DAVIDOFF
                              
                              Robert Davidoff

                                     48

                                                     Exhibit 24.3

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity as a director and/or officer of REX Stores Corporation,
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, 1997 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
instrument as of April 14, 1997.

                              TIBOR FABIAN
                              
                              Tibor Fabian

                                    49

                                                     Exhibit 24.4

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity as a director and/or officer of REX Stores Corporation,
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, 1997 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
instrument as of April 14, 1997.

                              LEE FISHER
                              
                              Lee Fisher

                                     50

   5
                         0000744187
                        REX STORES CORPORATION
                  1,000
                    U.S. DOLLARS

                 YEAR
                                   JAN-31-1997
                                       FEB-1-1996
                                        JAN-31-1997
                                               1
                                                    3,959
                                              1,645
                                             1,853
                                                376
                                             135,033
                                        149,877
                                                  101,215
                                           11,577
                                          248,034
                                    69,726
                                                  51,102
                                                     96
                                         0
                                                   0
                                              102,624
                            248,034
                                                 427,378
                                        427,378
                                                   317,767
                                           317,767
                                              0
                                              0
                                        5,624
                                          12,167
                                              4,805
                                       7,362
                                                0
                                               0
                                                     0
                                              7,362
                                               .80
                                               .80