AMENDMENT NO. 2

                                    TO

                THIRD AMENDED AND RESTATED CREDIT AGREEMENT



          This is an agreement (the "Amendment") dated as of March   , 1997
between  ENCORE  COMPUTER CORPORATION, a Delaware corporation ("Borrower"),
and GOULD ELECTRONICS,  INC.,  an  Ohio  corporation ("Lender"), amending a
Third Amended and Restated Credit Agreement, dated as of April 16, 1996, as
previously amended, (the "Restated Credit  Agreement") between Borrower and
Lender.

          1.   The definition of Maximum Amount  of  Revolving Loans in the
Restated Credit Agreement is deleted and replaced in its  entirety  by  the
following:

     "MAXIMUM AMOUNT OF REVOLVING LOANS" shall mean $50,000,000.
     -----------------------------------

          2.   The  second  and third sentences of Section 3.01, which were
added by Amendment No. 1 to the  Restated  Credit Agreement ("Amendment No.
1") are deleted and replaced in their entirety by the following:

          "Notwithstanding  the preceding sentence,  Lender  will
          have no obligation to make any Revolving Loan if, after
          Lender makes the Revolving  Loan,  the  total principal
          amount  of  Revolving  Loans  outstanding would  exceed
          $41,910,422.  Any Revolving Loans  which would increase
          the outstanding principal amount of the Revolving Loans
          above,  or  are  made  at  a  time  when the  aggregate
          outstanding  principal  amount  of the Revolving  Loans
          exceeds,
          $41,910,422  will  be  made  only  at the discretion of
          Lender.".

          3.   The language added by Amendment  No.  1  to Section 3.02, in
the sixth line from the bottom after the comma that is preceded by "Lender"
is deleted and replaced in its entirety by the following:

          "and, if after the requested Revolving Loan is made the
          total  principal  amount of Revolving Loans outstanding
          would exceed $41,910,422,  if Lender elects to make the
          Revolving Loan,"

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          4.   Simultaneously  with  the   execution   of  this  Amendment,
Borrower is delivering to Lender a new Master Revolving  Note  dated  March
__, 1997 (the "Replacement Note") in the principal amount of $50,000,000, and
Lender is delivering to Borrower the currently outstanding Master Revolving
Note, marked "cancelled."

          5.   Borrower  represents  and  warrants  to  Lender that (i) the
execution and delivery of this Amendment and the borrowings contemplated by
it up to the full amended Maximum Amount of Revolving Loans  have been duly
authorized  by  all  necessary  or  proper corporate action with regard  to
Borrower, (ii) this Amendment and the  Replacement  Note each has been duly
executed and delivered on behalf of Borrower and each of them constitutes a
legal,  valid  and  binding  obligation  of  Borrower, enforceable  against
Borrower in accordance with its terms, (iii) all  the  borrowings under the
Restated Credit Agreement as amended by this Amendment will  be  secured by
the  mortgages  and security interests created under the Security Agreement
and the other Security  Documents  (as  those  terms  are  defined  in  the
Restated  Credit  Agreement)  to  the  same extent the borrowings under the
Restated  Credit  Agreement  were  secured  by  those  liens  and  security
interests prior to the execution of this Amendment,  and  (iv)  each of the
representations  and  warranties  of  the  Borrower  in the Restated Credit
Agreement is true and correct as of the date of this Amendment  and applies
to the borrowings under the Restated Credit Agreement, as amended  by  this
Amendment,  to the same extent as though they were made at the date of this
Amendment and  specifically referred to in the Restated Credit Agreement as
amended by this Amendment.

          6.   Except  as  expressly  provided  above,  the Restated Credit
Agreement remains in full force and effect, and unmodified.

          7.   The amendment to the Restated Credit Agreement  effected  by
this Amendment will take effect when a copy of this Amendment and a copy of
the Replacement Note, each executed by Borrower, is delivered to Lender.

          IN  WITNESS  WHEREOF,  Borrower and Lender each has executed this
Amendment as of the date stated on the first page.



                                     ENCORE COMPUTER CORPORATION


                                     By: _______________________
                                         Title:



                                     GOULD ELECTRONICS, INC.


                                     By: _______________________
                                         Title:

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