As filed with the Securities and Exchange Commission on December 23, 1997
                                               Registration No. 333-


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                              ------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                              ------------------

                          ULTIMATE ELECTRONICS, INC.
            (Exact name of registrant as specified in its charter)

                              ------------------

              DELAWARE                                 84-0585211
   (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                Identification Number)

                            321-A WEST 84TH AVENUE
                           THORNTON, COLORADO  80221
                                (303) 412-2500
                   (Address of principal executive offices)

               ULTIMATE ELECTRONICS, INC. EQUITY INCENTIVE PLAN
                             (Full title of plan)
                              ------------------


         ALAN E. KESSOCK                           PAUL HILTON, ESQ.
VICE PRESIDENT-FINANCE AND ADMINISTRATION       J. JUSTYN SIRKIN, ESQ.
      321-A WEST 84TH AVENUE                  DAVIS, GRAHAM & STUBBS, LLP
     THORNTON, COLORADO 80221               370 SEVENTEENTH STREET, SUITE 4700
          (303) 412-2500                        DENVER, COLORADO 80202
                                                    (303) 892-9400

  (Name, address, and telephone number,      (Copies of all correspondence)
including area code, of agent for service)

                              ------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                Proposed          Proposed
                                             Amount              maximum           maximum
       Title of each class of                 to be          offering price       aggregate            Amount of
     SECURITIES TO BE REGISTERED           REGISTERED         PER SHARE(1)    OFFERING PRICE(1)    REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------

<S>                                     <C>                      <C>            <C>                     <C>    
Common Stock ($.01 par value).......    750,000 shares           $3.0117        $2,258,811.75           $666.35
</TABLE>

(1) Estimated solely for the purposes of calculating the amount of the
    registration fee. Pursuant to Rule 457(h), the price per share and aggregate
    offering price are based upon the exercise prices for 482,450 options
    previously granted under the Equity Incentive Plan ("Plan"), and upon the
    average of the high and low prices of the Company's Common Stock on December
    17, 1997, as reported on the NASDAQ Stock Market, for the remaining 267,550
    shares available for issuance under the Plan.

<PAGE>


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

      Ultimate Electronics, Inc. (the "Company" or "Registrant"), and the
Soundtrack 401(k) Retirement Savings Plan (the "Plan") hereby state that the
following documents filed with the Securities and Exchange Commission (the
"Commission") are hereby incorporated or deemed to be incorporated in this
Registration Statement by reference as of their date of filing with the
Commission:

      (a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1997, as filed with the Commission on April 9, 1997, as amended
by Form 10-K/A-1 and Form 10-K/A-2 filed with the Commission on April 11,
1997 and June 12, 1997, respectively;

      (b) Quarterly Report on Form 10-Q for the quarterly period ended April 30,
1997, filed with the Commission on June 16, 1997;

      (c) Quarterly Report on Form 10-Q for the quarterly period ended July 31,
1997, as filed with the Commission on September 15, 1997.

      (d) Quarterly Report on Form 10-Q for the quarterly period ended October
31, 1997, as filed with the Commission on December 15, 1997.

      (e) Current Report on Form 8-K, as filed with the Commission on June 9,
1997.

      (f) The description of the Company's Common Stock, par value $.01 per
share, contained in its Registration Statement on Form 8-A, as filed with the
Commission on October 5, 1993, as amended.

      All other documents filed by the Company or the Plan with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") subsequent to the date of this Registration
Statement and prior to the filing of a Post-Effective Amendment to this
Registration Statement indicating that all securities offered under the
Registration Statement have been sold, or deregistering all securities then
remaining unsold, are also incorporated herein by reference and shall be a part
hereof from the date of filing of such documents.

      Any statement contained in a document incorporated by, or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.



                                    II-1

<PAGE>



4.    DESCRIPTION OF SECURITIES.

      Not applicable.

5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

      None.

6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Company's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") and Bylaws provide that the Company shall
indemnify all directors and officers of the Company to the full extent permitted
by the General Corporation Law of the State of Delaware, as amended from time to
time. Section 145 of the Delaware General Corporation Law provides in part that
a corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Similar
indemnity is authorized for such persons against expenses (including attorneys'
fees) actually and reasonably incurred in defense or settlement of any
threatened, pending or completed action or suit by or in the right of the
corporation, if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable standard
of conduct. Where an officer or a director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses which such officer or director actually or
reasonably incurred.

      Additionally, the Certificate of Incorporation and Bylaws provide for
mandatory indemnification of directors to the fullest extent permitted by
Delaware law. This provision does not eliminate the liability of a director (i)
for a breach of the director's duty of loyalty to the Company or its
stockholders; (ii) for acts or omissions by the director not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) for
liability arising under Section 174 of the Delaware General Corporation Law
(relating to the declaration of dividends and purchase or redemption of shares
in violation of the Delaware General Corporation Law); or (iv) for any
transaction from which the director derived an improper personal benefit.

      The Company has a directors and officers insurance policy with a $1
million coverage limit per occurrence and in the aggregate per year.


                                    II-2

<PAGE>



      The foregoing description of certain provisions of the Company's
Certificate of Incorporation and Bylaws is qualified in its entirety by the
Company's Certificate of Incorporation and Bylaws filed as exhibits to the
Company's Registration Statement on Form S-1 (No. 33-68314), as amended.

7.    EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

8.    EXHIBITS

      4.1   Ultimate Electronics, Inc. Equity Incentive Plan

      5.1   Opinion and Consent of Davis, Graham & Stubbs, LLP

     23.1   Consent of Ernst & Young LLP.

     23.2   Consent of Counsel.  See Exhibit 5.1.

9.       UNDERTAKINGS

         A. The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement, or any material change to such information in the Registration
Statement; (2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
either the Registrant's or the Plan's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that
is incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,


                                    II-3

<PAGE>



suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.



                                    II-4

<PAGE>



                                  SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Thornton, State of Colorado, on this 19th day of
December, 1997.

                                       Ultimate Electronics, Inc.


                                       By:  W. J. PEARSE
                                          ------------------------------------
                                          William J. Pearse
                                          Chairman


            KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Alan E. Kessock his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute may lawfully do or cause to be
done by virtue hereof.


            Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.


SIGNATURE                     TITLE                              DATE


W. J. PEARSE
--------------------------
William J. Pearse           Chairman of the Board              December 19, 1997


DAVID J. WORKMAN
--------------------------
David J. Workman            President, Chief Operating         December 19, 1997
                            Officer and Director



                                                      II-5

<PAGE>



ALAN E. KESSOCK
--------------------------
Alan E. Kessock             Vice President, Chief Financial    December 19, 1997
                            Officer, Secretary and
                            Director, (Principal Financial
                            and Accounting Officer)


J. EDWARD MCENTIRE
--------------------------
J. Edward McEntire          Chief Executive Officer and        December 19, 1997
                            Director (Principal Executive
                            Officer)


RANDALL F. BELLOWS
--------------------------
Randall F. Bellows          Director                           December 19, 1997


ROBERT BEALE
--------------------------
Robert W. Beale             Director                           December 19, 1997


                                    II-6

<PAGE>



                                 EXHIBIT INDEX


EXHIBIT                                                                   PAGE

4.1          Ultimate Electronics, Inc. Equity Incentive Plan

5.1          Opinion and Consent of Davis, Graham & Stubbs LLP

23.1         Consent of Ernst & Young LLP.

23.2         Consent of Counsel.  See Exhibit 5.1.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16272}]
{"company-data": {"conformed-name": "ULTIMATE ELECTRONICS INC", "cik": "0000911626", "assigned-sic": "5731", "irs-number": "840585211", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43049", "film-number": "97743151"}, "business-address": {"street1": "321A WEST 84TH AVE", "city": "DENVER", "state": "CO", "zip": "80221-4878", "phone": "3034122500"}, "mail-address": {"street1": "321A WEST 84TH AVE", "city": "THOMTON", "state": "CO", "zip": "80221"}}
As filed with the Securities and Exchange Commission on December 23, 1997
                                               Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                              ------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                              ------------------

                          ULTIMATE ELECTRONICS, INC.
            (Exact name of registrant as specified in its charter)

                              ------------------

              DELAWARE                                 84-0585211
   (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                Identification Number)

                            321-A WEST 84TH AVENUE
                           THORNTON, COLORADO  80221
                                (303) 412-2500
                   (Address of principal executive offices)

               ULTIMATE ELECTRONICS, INC. EQUITY INCENTIVE PLAN
                             (Full title of plan)
                              ------------------

         ALAN E. KESSOCK                           PAUL HILTON, ESQ.
VICE PRESIDENT-FINANCE AND ADMINISTRATION       J. JUSTYN SIRKIN, ESQ.
      321-A WEST 84TH AVENUE                  DAVIS, GRAHAM & STUBBS, LLP
     THORNTON, COLORADO 80221               370 SEVENTEENTH STREET, SUITE 4700
          (303) 412-2500                        DENVER, COLORADO 80202
                                                    (303) 892-9400

  (Name, address, and telephone number,      (Copies of all correspondence)
including area code, of agent for service)

                              ------------------

                        CALCULATION OF REGISTRATION FEE
Proposed          Proposed
                                             Amount              maximum           maximum
       Title of each class of                 to be          offering price       aggregate            Amount of
     SECURITIES TO BE REGISTERED           REGISTERED         PER SHARE(1)    OFFERING PRICE(1)    REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
Common Stock ($.01 par value).......    750,000 shares           $3.0117        $2,258,811.75           $666.35
(1) Estimated solely for the purposes of calculating the amount of the
    registration fee. Pursuant to Rule 457(h), the price per share and aggregate
    offering price are based upon the exercise prices for 482,450 options
    previously granted under the Equity Incentive Plan ("Plan"), and upon the
    average of the high and low prices of the Company's Common Stock on December
    17, 1997, as reported on the NASDAQ Stock Market, for the remaining 267,550
    shares available for issuance under the Plan.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

      Ultimate Electronics, Inc. (the "Company" or "Registrant"), and the
Soundtrack 401(k) Retirement Savings Plan (the "Plan") hereby state that the
following documents filed with the Securities and Exchange Commission (the
"Commission") are hereby incorporated or deemed to be incorporated in this
Registration Statement by reference as of their date of filing with the
Commission:

      (a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1997, as filed with the Commission on April 9, 1997, as amended
by Form 10-K/A-1 and Form 10-K/A-2 filed with the Commission on April 11,
1997 and June 12, 1997, respectively;

      (b) Quarterly Report on Form 10-Q for the quarterly period ended April 30,
1997, filed with the Commission on June 16, 1997;

      (c) Quarterly Report on Form 10-Q for the quarterly period ended July 31,
1997, as filed with the Commission on September 15, 1997.

      (d) Quarterly Report on Form 10-Q for the quarterly period ended October
31, 1997, as filed with the Commission on December 15, 1997.

      (e) Current Report on Form 8-K, as filed with the Commission on June 9,
1997.

      (f) The description of the Company's Common Stock, par value $.01 per
share, contained in its Registration Statement on Form 8-A, as filed with the
Commission on October 5, 1993, as amended.

      All other documents filed by the Company or the Plan with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") subsequent to the date of this Registration
Statement and prior to the filing of a Post-Effective Amendment to this
Registration Statement indicating that all securities offered under the
Registration Statement have been sold, or deregistering all securities then
remaining unsold, are also incorporated herein by reference and shall be a part
hereof from the date of filing of such documents.

      Any statement contained in a document incorporated by, or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

                                    II-1
4.    DESCRIPTION OF SECURITIES.

      Not applicable.

5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

      None.

6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Company's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") and Bylaws provide that the Company shall
indemnify all directors and officers of the Company to the full extent permitted
by the General Corporation Law of the State of Delaware, as amended from time to
time. Section 145 of the Delaware General Corporation Law provides in part that
a corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. Similar
indemnity is authorized for such persons against expenses (including attorneys'
fees) actually and reasonably incurred in defense or settlement of any
threatened, pending or completed action or suit by or in the right of the
corporation, if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable standard
of conduct. Where an officer or a director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses which such officer or director actually or
reasonably incurred.

      Additionally, the Certificate of Incorporation and Bylaws provide for
mandatory indemnification of directors to the fullest extent permitted by
Delaware law. This provision does not eliminate the liability of a director (i)
for a breach of the director's duty of loyalty to the Company or its
stockholders; (ii) for acts or omissions by the director not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) for
liability arising under Section 174 of the Delaware General Corporation Law
(relating to the declaration of dividends and purchase or redemption of shares
in violation of the Delaware General Corporation Law); or (iv) for any
transaction from which the director derived an improper personal benefit.

      The Company has a directors and officers insurance policy with a $1
million coverage limit per occurrence and in the aggregate per year.

                                    II-2
The foregoing description of certain provisions of the Company's
Certificate of Incorporation and Bylaws is qualified in its entirety by the
Company's Certificate of Incorporation and Bylaws filed as exhibits to the
Company's Registration Statement on Form S-1 (No. 33-68314), as amended.

7.    EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

8.    EXHIBITS

      4.1   Ultimate Electronics, Inc. Equity Incentive Plan

      5.1   Opinion and Consent of Davis, Graham & Stubbs, LLP

     23.1   Consent of Ernst & Young LLP.

     23.2   Consent of Counsel.  See Exhibit 5.1.

9.       UNDERTAKINGS

         A. The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement, or any material change to such information in the Registration
Statement; (2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
either the Registrant's or the Plan's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that
is incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,

                                    II-3
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                    II-4
SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Thornton, State of Colorado, on this 19th day of
December, 1997.

                                       Ultimate Electronics, Inc.

                                       By:  W. J. PEARSE
                                          ------------------------------------
                                          William J. Pearse
                                          Chairman

            KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Alan E. Kessock his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute may lawfully do or cause to be
done by virtue hereof.

            Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.

SIGNATURE                     TITLE                              DATE

W. J. PEARSE
--------------------------
William J. Pearse           Chairman of the Board              December 19, 1997

DAVID J. WORKMAN
--------------------------
David J. Workman            President, Chief Operating         December 19, 1997
                            Officer and Director

                                                      II-5
ALAN E. KESSOCK
--------------------------
Alan E. Kessock             Vice President, Chief Financial    December 19, 1997
                            Officer, Secretary and
                            Director, (Principal Financial
                            and Accounting Officer)

J. EDWARD MCENTIRE
--------------------------
J. Edward McEntire          Chief Executive Officer and        December 19, 1997
                            Director (Principal Executive
                            Officer)

RANDALL F. BELLOWS
--------------------------
Randall F. Bellows          Director                           December 19, 1997

ROBERT BEALE
--------------------------
Robert W. Beale             Director                           December 19, 1997

                                    II-6
EXHIBIT INDEX

EXHIBIT                                                                   PAGE

4.1          Ultimate Electronics, Inc. Equity Incentive Plan

5.1          Opinion and Consent of Davis, Graham & Stubbs LLP

23.1         Consent of Ernst & Young LLP.

23.2         Consent of Counsel.  See Exhibit 5.1.