EXHIBIT 3.1-C



               GOVERNMENTAL FILINGS, AUTHORIZATIONS
                 APPROVALS OR CONSENTS OF ENCORE
               ------------------------------------

Encore  shall  have  obtained  such  approval  of the United States Defense
Investigative Service as it deems necessary for  the  consummation  of  the
transactions contemplated by the Preferred Stock Purchase Agreement.



NC143796.5

<PAGE>


                                                    EXHIBIT 3.1-E





                    ISSUED OPTIONS, WARRANTS OR
               CONVERTIBLE SECURITIES AND AGREEMENTS
               -------------------------------------

Options issued under Encore's Employee Stock Option Plan.


<TABLE>
<CAPTION>
                                                        Number of
                                                         SHARES
                                                        ---------
<S>                                                     <C>
Outstanding at December 31, 1996                        9,582,190
Granted between December 31, 1996 and                           0
  Closing Date
Exercised between December 31, 1996 and                         0
  Closing Date
Cancelled between December 31, 1996 and                         0
  Closing Date                                           ---------
Outstanding at Closing Date                             9,582,190
                                                        =========
</TABLE>







<PAGE>



                                                    EXHIBIT 3.1-G

                           SUBSIDIARIES

<TABLE>
<CAPTION>
NAME                     Jurisdiction    OWNERSHIP
                         OF FORMATION
----------               ------------    ----------------------------------     
<S>                      <C>             <C>                           <C>
Encore Computer          Delaware        Encore{*}                     100%
 U.S. Inc.
Encore Computer          Delaware        Encore{*}                     100%
 International Inc.
Encore Computer Limited  Canada          International                 100%
Encore Computer          United Kingdom  International                 100%
 (UK) Limited
Encore Computer          Belgium         International                 100%
 Belgium S.A.
Encore Computer GmbH     West Germany    International                 100%
Encore Computer de       Delaware        Encore{*}                     100%
 Puerto Rico Inc.
Encore Computer S.A.     France          International                 100%
Encore Computer          Ireland         Encore Computer B.V.           99%
 (Ireland) Limited
                                         International                   1%
Encore Computer          Italy           International                 100%
 Italia S.p.A.
Japan Encore Computer    Japan           International/                 50%
                                         Japan Energy Corporation{***}  50%
Encore Computer B.V.     Netherlands     International                 100%
Encore Computer          Netherlands     International                 100%
 Nederlands B.V.
Encore Computer          Spain           International                 100%
 Espana S.A.
Encore Computer          Ireland         Encore Computer B.V.           50%
 (Irish Partnership)
                                         Encore Computer Ireland Ltd.   50%
Lauderdale Computer A.B. Sweden          International                 100%
</TABLE>

----------------------------------
[FN]
{*   }Encore Computer Corporation
{**  }Encore Computer International
{*** }Not an Encore subsidiary




<PAGE>




                                                    EXHIBIT 3.1-H




                         MATERIAL ADVERSE CHANGES
                         ------------------------

Encore  and  its consolidated subsidiaries will report an operating loss of
approximately  $17.0  million  for  the year ended December 31, 1996.  This
will result in a capital deficiency of approximately $30.3 million.

Encore's common stock was delisted from  NASDAQ's National Market System on
February 6, 1997.  On February 7, 1997 Encore's  common stock was listed on
NASDAQ's Small Cap Market.









<PAGE>



                                             EXHIBIT 3.1-I




                      TAX RETURN INFORMATION

<TABLE>
<CAPTION>
RETURNS CURRENTLY UNDER AUDIT                   EXTENSION GRANTED
-----------------------------                   -----------------
<S>                                             <C>
Federal Income Tax Return 1992, 1993 and 1994   1992 and 1993
                                                under waiver through 12/31/97
Virginia Sales Tax Returns                      In Appeals
Massachusetts Income Tax 1992 and 1993          None
Tennessee Sales, Use and Income Tax             None
FOREIGN INCOME TAX RETURNS UNDER AUDIT
--------------------------------------
NONE
</TABLE>





<PAGE>



                                                    EXHIBIT 3.1-K



                       ENVIRONMENTAL MATTERS
                       ---------------------

Reference  is  made to the reports dated May 1990 prepared  for  Encore  by
Camp, Dresser &  McKee,  an  environmental  firm  relating  to  (i) certain
asbestos-containing  floor coverings at Encore's corporate headquarters  in
Plantation, Florida and  at  the  Melbourne,  Florida  facilities  and (ii)
underground  storage  tanks  located  at the Melbourne, Florida facilities.
Copies  of  this  report  have been provided  to  Gould  Electronics,  Inc.
Substantial work has been done  at  the  Melbourne  facility  to remove the
tanks and clean the area of remaining residuals.  The site is currently  in
a  "Monitoring  Only"  status  as  assessed  by  the  Florida Department of
Environmental Protection.

Reference is also made to the liabilities incurred in connection  with  the
property  formerly  leased  by  System  Engineering  Laboratories, Inc. and
located  at  3000  S.  Andrews  Avenue,  Fort  Lauderdale, Florida.   These
liabilities were assumed by Gould Electronics, Inc.

Reference  is  made  to  the  possible  liability  as a  party  potentially
responsible  for  less than 1% of the waste at the Seaboard  Chemical  Site
located in North Carolina  and  as  further  described in the September 19,
1991 memorandum from Schiff Hardin & Waite.  A  copy of that memorandum and
attachments has been furnished to Gould Electronics, Inc.






<PAGE>



                                                    EXHIBIT 3.2-B




                            CONFLICTS OF GOULD
                            ------------------               

                               None.





<PAGE>



                                                    EXHIBIT 3.2-C




                      GOVERNMENTAL FILINGS,
          AUTHORIZATIONS, APPROVALS OR CONSENTS OF GOULD
          ----------------------------------------------

                               None.




<PAGE>



                                                    EXHIBIT 4.1-C




                         ISSUANCE OF STOCK
                         -----------------

New  shares  of  common stock may be issued as options  previously  granted
under Encore's Stock  Option  plans  are  exercised  and purchases are made
under Encore's Employee Stock Purchase Plan.






<PAGE>



                                                   EXHIBIT  5.2-D

              [LETTERHEAD OF CHOATE, HALL & STEWART]










                         February __, 1997


Gould Electronics Inc.
35129 Curtis Boulevard
Eastlake, Ohio  44095-4001

Gentlemen:

          We  have  acted  as  counsel  to Encore Computer  Corporation,  a
Delaware corporation (the "Company"), Encore  Computer  International, Inc.
("Encore  International"), Encore Computer U.S., Inc. ("Encore  U.S.")  and
Encore Computer  de  Puerto  Rico,  Inc. ("Encore Puerto Rico" and together
with   Encore  International,  Encore  U.S.   and   Encore   Puerto   Rico,
collectively, the "U.S. Subsidiaries"), in connection with the preparation,
authorization,  execution  and  delivery  of,  and  the consummation of the
transactions contemplated by, the Preferred Stock Purchase  Agreement dated
February __, 1997 between Gould Electronics, Inc. ("Gould") and the Company
(the  "Purchase  Agreement"),  the Eighth Amended and Restated Registration
Agreement dated as of February __,  1997  among  the  Company,  Gould,  EFI
International, Inc. ("EFI") and Indian Creek Capital, Ltd. ("Indian Creek")
(the  "Registration  Agreement"), the Third Amendment to the Second Amended
and Restated Stockholders Agreement dated as of February __, 1997 among the
Company,  Gould,  EFI  and   Indian   Creek  (the  "Stockholders  Agreement
Amendment"), the Third Amended and Restated  Credit  Agreement, dated as of
April  16, 1996, between the Company and Gould, as amended  on  January  9,
1997 and  February ___, 1997 (the "Credit Agreement"), the Master Revolving
Note, dated  February  __, 1997, made by the Company in favor of Gould (the
"Master Revolving Note")  and the Monthly Revolving Term Notes, made by the
Company in favor of Gould issued on or before the date hereof (the "Monthly
Revolving  Term Notes" and,  together  with  the  Purchase  Agreement,  the
Registration  Agreement,  the  Stockholders Agreement Amendment, the Credit
Agreement, the Master Revolving  Note and the Monthly Revolving Term Notes,
the  "Documents").   Terms  defined  in  the  Purchase  Agreement  and  not
otherwise defined herein are used herein with the meanings as so defined.

<PAGE>

          In so acting, we have examined  originals or copies, certified or
otherwise  identified  to  our  satisfaction, of  the  Documents  and  such
corporate records, agreements, documents  and  other  instruments, and such
certificates or comparable documents of public officials  and  of  officers
and  representatives  of the Company, and have made such inquiries of  such
officers and representatives  as we have deemed relevant and necessary as a
basis for the opinions hereinafter set forth.

          In such examination,  we  have  assumed  the  genuineness  of all
signatures, the authenticity of all documents submitted to us as originals,
the  conformity  to  original  documents  of  documents  submitted to us as
certified  or photostatic copies and the authenticity of the  originals  of
such latter  documents.   As  to  all  questions  of  fact material to this
opinion that have not been independently established, we  have  relied upon
certificates or comparable documents of officers and representatives of the
Company  and  the  U.S.  Subsidiaries  and  upon  the  representations  and
warranties  of  the  Company  and  the  U.S.  Subsidiaries contained in the
Documents.  We have also assumed the due incorporation  and  existence  of,
and  the due authorization, execution and delivery of the Documents by, the
Company  and  that  the  Company  and each of the U.S. Subsidiaries has the
requisite corporate power and authority  to  enter  into  the Documents and
perform its obligations thereunder.

          Based on the foregoing, and subject to the qualifications  stated
herein, we are of the opinion that:

          1.   Each  Document  (assuming  due  authorization, execution and
delivery thereof by the parties thereto) constitutes  the  legal, valid and
binding  obligation  of  the  Company  and  each  of the U.S. Subsidiaries,
enforceable against it in accordance with its terms,  subject to applicable
bankruptcy,  insolvency, fraudulent conveyance, reorganization,  moratorium
and similar laws  affecting  creditors' rights and  remedies generally, and
subject, as to enforceability,  to  general principles of equity, including
principles  of  commercial reasonableness,  good  faith  and  fair  dealing
(regardless of whether  enforcement  is sought in a proceeding at law or in
equity) and except to the extent that  rights to indemnification thereunder
may  be  limited  by  federal or state securities  laws  or  public  policy
relating thereto.

          2.   The  issuance   by   the  Company  of  shares  of  Series  I
Convertible Preferred Stock pursuant to the Purchase Agreement (the "Issued
Shares") to Gould is exempt from the registration requirements of Section 5
of the Securities Act of 1933, as amended  (the "Securities Act").  In this
connection, we have assumed that no offers or  sales  of securities have or
will be made by or on behalf of the Company that are of  the  same  or of a
similar  class  as  the  Issued  Shares.  In addition, we have assumed that
(i) no general solicitation or general  advertising  by or on behalf of the
Company has occurred in connection with the issuance of  the  Issued Shares
and (ii) prior to the signing and delivery of the Purchase Agreement, Gould
was given an opportunity to ask questions, receive answers and  participate

<PAGE>
in  the  negotiations  concerning  the terms and provisions of the Purchase
Agreement and the terms and provisions  of  the Issued Shares and to obtain
such  additional information as necessary to make  an  informed  investment
decision.  Furthermore, we note that the certificates evidencing the Issued
Shares have been endorsed with a legend to the effect that such shares have
not been  registered  under  the  Securities  Act and, therefore, cannot be
resold or transferred unless they are so registered  or unless an exemption
therefrom  is  available.  Finally, in rendering the opinion  contained  in
this paragraph 2  we  have relied upon a certificate of Gould to the effect
that Gould (i) is acquiring  the  Issued Shares for its own account and for
investment  purposes  and  not  with  a  current  view  to  their  sale  or
distribution, and (ii) is an "accredited  investor"  within  the meaning of
Rule 501(a) under the Securities Act of 1933, as amended.

          3.   The  lien  granted  pursuant  to the Security Agreement,  as
amended  by  the Master Amendment Agreement, is  valid,  and  the  Security
Agreement, as  amended  by  the  Master  Amendment Agreement, constitutes a
legal, valid and binding obligation of the  Company  and  each  of the U.S.
Subsidiaries  which  are  signatories thereto enforceable against them,  in
each case in accordance with  its  terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization,  moratorium  and similar
laws affecting creditors' rights and remedies generally, and subject, as to
enforceability,  to  general principles of equity, including principles  of
commercial reasonableness,  good  faith  and  fair  dealing  (regardless of
whether  enforcement  is  sought  in a proceeding at law or in equity)  and
except  that certain remedial provisions  of  the  Security  Agreement,  as
amended by  the  Master Amendment Agreement, are or may be unenforceable in
whole or in part under  the laws of the State of New York, but inclusion of
such provisions does not  affect the validity of the Security Agreement, as
amended by the Master Amendment  Agreement,  and the Security Agreement, as
amended by the Master Amendment Agreement, contains adequate provisions for
the  practical  realization  of the rights and benefits  afforded  thereby.
Assuming the Uniform Commercial  Code  as in effect in the State of Florida
is the same in all relevant provisions as the Uniform Commercial Code as in
effect in the State of New York, the execution,  delivery and effectiveness
of the Loan Documents will not adversely affect the  validity or perfection
of the liens governed by such Uniform Commercial Code  to  the  extent they
were  perfected  prior  to execution of the Loan Documents and these  liens
will secure all Obligations.

          No  opinion is expressed  herein  as  to  whether  liens  granted
pursuant to the  Security  Agreement,  as  amended  by the Master Amendment
Agreement, were or are perfected or as to the priority of these liens.

          The opinions herein are limited to the laws  of  the State of New
York and the federal laws of the United States, and we express  no  opinion
as to the effect on the matters covered by this opinion of the laws of  any
other jurisdiction.

<PAGE>
          This  opinion  is  rendered solely for your benefit in connection
with the transactions described  above.   This  opinion  may not be used or
relied  upon  by any other person and may not be disclosed,  quoted,  filed
with a governmental  agency  or  otherwise  referred  to  without our prior
written consent.

                               Very truly yours,







<PAGE>



                                                    EXHIBIT 5.2-E


                 [Letterhead of Mary F. Macomber]


                                             February __, 1997


Gould Electronics Inc.
35129 Curtis Boulevard
Eastlake, Ohio 44095

Gentlemen:

          I am General Counsel of Encore Computer Corporation,  a  Delaware
corporation  (the "Company").  I have acted as counsel for the Company  and
certain  of  its   subsidiaries   in   connection   with  the  preparation,
authorization,  execution  and  delivery  of, and the consummation  of  the
transactions contemplated by, the Preferred  Stock Purchase Agreement dated
February __, 1997 between Gould Electronics Inc.  ("Gould") and the Company
(the  "Purchase Agreement"), the Eighth Amended and  Restated  Registration
Agreement  dated  as  of  the  date  hereof  among  the Company, Gould, EFI
International, Inc. ("EFI") and Indian Creek Capital, Ltd. ("Indian Creek")
(the "Registration Agreement"), the Third Amendment to  the  Second Amended
and Restated Stockholders Agreement dated as of the date hereof  among  the
Company,   Gould,   EFI  and  Indian  Creek  (the  "Stockholders  Agreement
Amendment"), the Third  Amended  and Restated Credit Agreement, dated as of
April 16, 1996, between the Company  and  Gould,  as  amended on January 9,
1997 and February __, 1997 (the "Credit Agreement"), the  Master  Revolving
Note,  dated February __, 1997, made by the Company in favor of Gould  (the
"Master  Revolving Note") and the Monthly Revolving Term Notes, made by the
Company in favor of Gould issued on or before the date hereof (the "Monthly
Revolving  Term  Notes"  and,  together  with  the  Purchase Agreement, the
Registration  Agreement, the Stockholders Agreement Amendment,  the  Credit
Agreement, the  Master Revolving Note and the Monthly Revolving Term Notes,
the  "Documents").   Terms  defined  in  the  Purchase  Agreement  and  not
otherwise defined herein are used herein with the meanings as so defined.

          In  so  acting, I have examined originals or copies, certified or
otherwise  identified  to  my  satisfaction,  of  the  Documents  and  such
corporate records,  agreements,  documents  and other instruments, and such
certificates or comparable documents of public  officials  and  of officers
and  representatives of the Company, and have made such inquiries  of  such
officers  and  representatives as I have deemed relevant and necessary as a
basis for the opinions hereinafter set forth.

          In such  examination,  I  have  assumed  the  genuineness  of all
signatures   (other   than  those  of  officers  of  the  Company  and  its
subsidiaries),  the authenticity  of  all  documents  submitted  to  me  as

<PAGE>
originals, the conformity  to  original documents of documents submitted to
me as certified or photostatic copies and the authenticity of the originals
of such latter documents.  As to  all  questions  of  fact material to this
opinion that have not been independently established, I  have  relied  upon
certificates or comparable documents of officers and representatives of the
Company  and  upon  the  representations  and  warranties  of  the  Company
contained in the Documents.

          Based  on the foregoing, and subject to the qualifications stated
herein, I am of the opinion that:

          1.   The   Company  is  a  corporation  duly  organized,  validly
existing and in good standing  under  the laws of the State of Delaware and
the Company has all requisite corporate  power  and authority to own, lease
and  operate  its  properties  and to carry on its business  as  now  being
conducted.  The Company is duly  qualified  to  transact business and is in
good  standing  as  a  foreign corporation in each jurisdiction  where  the
character of its activities  requires  such qualification, except where the
failure of the Company to be so qualified would not have a material adverse
effect on the business, operations or financial  condition  of  the Company
and its subsidiaries considered as a whole.

          2.   The Company has all requisite corporate power and  authority
to execute and deliver the Documents to which it is a party, and to perform
its obligations thereunder.  The execution, delivery and performance of the
Documents  by  the  Company  and  the  consummation  by  the Company of the
transactions  contemplated  thereby  have  been  duly  authorized   by  all
necessary corporate action on the part of the Company.  The Documents  have
been duly and validly executed and delivered by the Company.

          3.   The   execution   and   delivery   of   the  Documents,  the
consummation of the transactions contemplated thereby and compliance by the
Company  with  any  of  the  provisions  thereof  will  not conflict  with,
constitute a default under or violate (i) any of the terms,  conditions  or
provisions  of  any  document,  agreement  or other instrument to which the
Company is a party or by which it is bound of which I am aware, or (ii) any
order  or  ruling of any court or governmental  authority  binding  on  the
Company of which I am aware.

          4.   No  consent,  approval,  waiver, license or authorization or
other action by or filing with any Florida,  Delaware  corporate or federal
governmental  authority  is required in connection with the  execution  and
delivery by the Company of the Documents or the consummation by the Company
of the transactions contemplated  thereby,  other  than  those  which  have
already been obtained.

          5.   To  my  knowledge,  there  is  no  litigation, proceeding or
governmental  investigation  pending  or  overtly  threatened  against  the
Company  that  relates  to  any  of  the transactions contemplated  by  the

<PAGE>
Documents or which, if adversely determined,  would have a material adverse
effect on the business, assets or financial condition of the Company.

          6.   The  authorized capital stock of  the  Company  consists  of
200,000,000  shares  of  common  stock,  par  value  $.01  per  share,  and
10,000,000 shares of preferred  stock,  par  value  $.01  per share.  As of
February __, 1997, there were ____________ shares of common stock, ________
shares of Series A Convertible  Participating  Preferred  Stock, __________
shares of Series B Convertible Preferred Stock, ________ shares of Series D
Convertible  Preferred  Stock, _________ shares  of  Series  E  Convertible
Preferred  Stock, ________ shares of Series F Convertible Preferred  Stock,
________ shares of Series G Convertible Preferred Stock and ________ shares
of Series H Convertible Preferred  Stock  issued and outstanding (Series B,
D, E, F, G, H and I Convertible Preferred Stock  together  being "Preferred
Stock").  All of such outstanding shares of the Company's capital stock are
duly authorized, validly issued, fully paid and non-assessable.

          7.   The shares of Series I Preferred Stock to be issued pursuant
to  the  Purchase Agreement have been duly authorized and, when  issued  as
contemplated  by the Purchase Agreement, will be validly issued, fully paid
and nonassessable and free of preemptive rights.

          8.   The shares of Common Stock issuable on conversion of all the
shares of Series  A  Convertible  Participating  Preferred Stock and of the
Preferred  Stock outstanding on the date of this opinion  or  being  issued
pursuant to  the  Purchase  Agreement  have  been, and the shares of Common
Stock issuable on conversion of all the Preferred Stock which may be issued
within one year after the date of this letter  as  dividends on outstanding
Preferred Stock will be, duly authorized and when issued  on  conversion of
those shares of Series A Convertible Participating Preferred Stock  and the
Preferred  Stock will be validly issued, fully paid and non-assessable  and
free of preemptive  rights.  [If the Certificate of Incorporation of Encore
is amended to increase the authorized  common  stock of Encore to more than
when  shares of common stock are issued on conversion  of  such  shares  of
Series  I  Convertible  Stock  those  shares  of  common stock will be duly
authorized, validly issued, fully paid and nonassessable.]

          The  opinions  herein are limited to the laws  of  the  State  of
Florida, the corporate laws  of  the State of Delaware and the federal laws
of the United States, and I express  no  opinion  as  to  the effect on the
matters covered by this opinion of the laws of any other jurisdiction.

          This  opinion is rendered solely for your benefit  in  connection
with the transactions  described  above.   This  opinion may not be used or
relied  upon  by any other person and may not be disclosed,  quoted,  filed
with a governmental  agency  or  otherwise  referred  to  without  my prior

<PAGE>
written consent, except that this opinion may be disclosed or quoted to, or
filed with, a bank or insurance regulatory authority.

                               Very truly yours,




<PAGE>