SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ---------------------

                                  FORM 10-Q


 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996.

                          Commission File No. 1-9158
                           ------------------------

                           MAI SYSTEMS CORPORATION
            (Exact name of Registrant as Specified in its Charter)


              Delaware                                 22-2554549
      (State of Incorporation)                      (I.R.S. Employer
                                                 Identification Number)


                              9600 Jeronimo Road
                           Irvine, California 92718
                   (Address of Principal Executive Office)


      Registrant's telephone number, including area code: (714) 580-0700
                       -------------------------------

     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 and (2) has been  subject to such  filing
requirements for the past 90 days.

Yes   No
/X/  / /

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

Yes   No
/X/  / /

     As of October 28, 1996,  8,179,186 shares of the registrant's Common Stock,
$0.01 par value, were outstanding.


<PAGE>


<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION

  Item 1.  Financial Statements

                           MAI SYSTEMS CORPORATION
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (UNAUDITED)
                                                      December 31, September 30,
                                                           1995         1996
                                                        (dollars in thousands)
                                                      --------------------------
<S>                                                   <C>                <C>   
   Current assets:

      Cash and cash equivalents.......................  $4,086            $6,020
   
      Receivables, net................................   7,662            13,037
                                                           
      Inventories.....................................   3,769             4,380
                                                          
      Prepaids........................................     913             1,974
                                                            
                                                        -------          -------
        Total current assets.........................   16,430            25,411

   Furniture, fixtures and equipment, net.............   3,766             4,365

   Intangibles........................................     300            24,365

   Other assets.......................................     537               633

                                                        -------          -------
         Total assets................................. $21,033           $54,774
                                                        =======           ======
LIABILITIES AND STOCKHOLDERS' EQUITY
  
  Current liabilities:
      Current portion of long-term debt...............    $620            $1,347

      Customer deposits...............................     745             1,469

      Accounts payable................................   4,778             5,989

      Accrued liabilities.............................   6,432             7,656

      Income taxes payable............................     337               104
                                                      
      Unearned revenue................................   3,181            10,171
                                                       -------           -------
         Total current liabilities....................  16,093            26,736

   Deferred income taxes..............................     132                81

   Long-term debt.....................................   1,021               956

   Other liabilities..................................   1,150               620

   Minority interest in consolidated subsidiary.......     165               -
                                                        ------            ------
         Total liabilities...........................   18,561            28,393
                                                        ======            ======
Stockholders' equity:
   Common stock, par value $0.01 per share,
   authorized 25,000,000
   shares, 7,354,247 and 8,827,596 shares issuable          74                86

   Additional paid-in capital......................... 199,364           211,655

   Cumulative translation adjustment................        28              (40)

   Accumulated deficit................................(196,994)        (185,320)
                                                      --------         --------
         Total stockholders' equity..................    2,472            26,381
                                                      --------          --------
      Total liabilities and stockholders' equity.....  $21,033           $54,774
                                                       =======            ======
</TABLE>
 The accompanying notes are an integral part of these condensed consolidated
                             financial statements
                                       2
<PAGE>
<TABLE>
<CAPTION>

                           MAI SYSTEMS CORPORATION
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (UNAUDITED)

                                   For the Three-Months Ended   For the Nine-Months Ended
                                         September 30,                September 30,
                                       1995          1996          1995          1996
                                    -------------------------    -------------------------
                                     (dollars in thousands,       (dollars in thousands,
                                     except per share data)        except per share data)
<S>                                 <C>             <C>           <C>           <C>    
 Software, networks and
   professional services:

 Software sales                           961          2,179         3,208         4,334
 Network and computer equipment         4,845          4,129        12,210        10,596
 Professional services                  1,984          4,122         6,842         9,074
                                       ------         ------        ------        ------
                Total............       7,790         10,430        22,260        24,004
  
 Legacy revenue..................       8,665          7,320        27,029        23,511
                                       ------         ------        ------        ------                          
                Total revenue....      16,455         17,750        49,289        47,515

 Direct costs....................      10,141         11,585        30,434        29,975
                                       ------         ------        ------        ------
                Gross profit.....       6,314          6,165        18,855        17,540


Selling, general and             
administrative expenses..........       3,984          5,309        10,026        11,766
Research and development costs...         636            377         1,812         1,366
Amortization of intangibles......           -            374             -           395
Other operating expense (income).         285           (140)         (103)       (7,434)
                                       ------         ------        ------        ------
                Operating income        1,409            245         7,120        11,447

Interest expense-net.............          60              8           145           102
Minority interest in                      
consolidated subsidiary..........         150              -           205          (165)

Income before                          ------         ------        ------        ------
 income taxes.....................      1,199            237         6,770        11,510

Provision (benefit) for income taxes      333           (164)          356          (164)
                                       ------         ------        ------        ------
Income before extraordinary items......   866            401         6,414        11,674

Extraordinary items....................(1,566)             -        (1,566)            -
                                       -------        -------       -------      -------      
                Net income.......    $  2,432       $    401      $  7,980      $ 11,674
                                        =====            ===         =====        ======  


Primary income per share of common stock:

   Income before extraordinary item  $   0.10       $   0.04      $   0.78      $   1.20
   Extraordinary item............    $   0.19       $      -      $   0.19      $      -
                                         ----           ----          ----          ----
      Net income.................    $   0.29       $   0.04      $   0.97      $   1.20
                                         ====           ====          ====          ====   


Fully diluted income per share of common stock:

 Income before extraordinary item    $   0.10       $   0.04      $   0.77      $   1.20
 Extraordinary item............      $   0.19       $      -      $   0.19      $      -
                                        ------        ------         ------       ------
     Net income.................     $   0.29       $   0.04      $   0.96      $   1.20
                                         ====           ====          ====          ====

</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements
                                       3
<PAGE>
<TABLE>
<CAPTION>


                           MAI Systems Corporation
               Condensed Consolidated Statements of Cash Flows
                                 (Unaudited)

                                                         For the Nine-Months
                                                                Ended
                                                            September 30,
                                                           1995        1996
                                                        (dollars in thousands)
<S>                                                    <C>             <C>    

Net cash provided by operating                       
activities............................................    $4,316         $5,665

Cash flows from investing activities:
    Capital expenditures..............................    (1,461)        (1,065)
    Proceeds from disposal of furniture, fixtures and        
    Equipment.........................................        42              -
    Net cash  acquired from the purchase of HIS.......        -             158
    Capitalized software costs........................        -            (736)
                                                          ------         -------
Net cash used in investing activities.................    (1,419)        (1,643)
                                                          ------         -------
Cash flows from financing activities:
    Increase in notes receivables (net)...............        (5)          (437)
    Repayments of long-term debt......................      (925)        (1,655)
        Proceeds from the exercise of stock options...        -               57
                                                          -------        -------
Net cash used in financing activities.................      (930)        (2,035)
                                                          -------        -------
Effect of exchange rate changes on cash and cash              
equivalents...........................................        21            (53)

Net change in cash and cash equivalents...............     1,988           1,934

Cash and cash equivalents at beginning of period......     3,151           4,086
                                                          ------          ------
Cash and cash equivalents at end of period............    $5,139          $6,020
                                                          ------          ------
Cash paid during the period for:

    Interest..........................................      $158            $179
                                                           -----           -----
    Income taxes......................................         -            $167
                                                           -----           -----
</TABLE>
















 The accompanying notes are an integral part of these condensed consolidated
                             financial statements

                                       4
<PAGE>


                           MAI Systems Corporation
             Notes to Condensed Consolidated Financial Statements
                     Nine months ended September 30, 1996
                                 (Unaudited)


(1)   Basis of Presentation

     Companies  for which this report is filed are MAI Systems  Corporation  and
its wholly-owned subsidiaries (the 'Company').  The information contained herein
is unaudited,  but gives effect to all adjustments  (which are normal  recurring
accruals) necessary, in the opinion of Company management, to present fairly the
condensed   consolidated  financial  statements  for  the  interim  period.  All
significant  intercompany  transactions  and accounts  have been  eliminated  in
consolidation.
<TABLE>
<CAPTION>

(2)   Inventories

      Inventories are summarized as follows:


                                                December 31,          September
                                                   1995                   1996
                                                    (dollars in thousands)
                                                 -------------------------------
<S>                                            <C>                      <C>  

                        Finished goods            $2,649                  $2,947
                        Replacement parts          1,120                   1,433
                                                --------                 -------
                              Total               $3,769                  $4,380
                                                --------                 -------
</TABLE>

(3)   Plan of Reorganization

     In  1993,  the  Company  emerged  from a  voluntary  proceeding  under  the
bankruptcy  protection laws.  Notwithstanding the confirmation and effectiveness
of its Plan of  Reorganization  (the 'Plan'),  the Bankruptcy Court continues to
have jurisdiction to resolve disputed pre-petition claims against the Company to
resolve matters related to the assumptions, assignment or rejection of executory
contracts  pursuant to the Plan and to resolve  other  matters that may arise in
connection with the implementation of the Plan.

     Shares of common stock are currently  being  distributed  by the Company to
its former creditors.  As of October 28, 1996,  6,705,233 shares of common stock
had been issued pursuant to the Plan and were outstanding. The Company estimates
that approximately 7,354,247 shares will be issued to creditors.

(4)   Business Acquisitions

     In May 1996,  the Company  acquired the  remaining  30% of the  outstanding
shares of Gaming Systems  International  (GSI) for  approximately  $2.4 million,
which was financed  through the issuance  98,462  shares of MAI common stock and
cash (which is payable in installments  through May 1998).  The Company now owns
100% of the outstanding  shares of GSI. In addition,  the Company reacquired the
distribution rights to MANBASE 8.0, a manufacturing  software application,  from
Sextant Corporation for approximately $530,000 in May 1996.

     On August 9,1996,  the Company  acquired  substantially  all the assets and
assumed certain liabilities of Hotel Information Systems,  Inc. ('HIS') pursuant
to an Asset  Purchase  Agreement  dated June 30, 1996 (as amended July 10, 1996)
for 1,307,302  shares of common stock.  The assets which have been acquired from
HIS are  used in the  business  of  software  design,  engineering  and  service
relating to hotel information  systems.  The assets also include subsidiaries of
HIS in Singapore,  Hong Kong, Australia and Mexico. While the Company has made a
preliminary purchase price allocation,  adjustments may be identified within the
twelve months succeeding the acquisition.


                                       5
<PAGE>





(5)   Settlement of Claims Arising from Disposition of Subsidiaries

     In June 1996 the Company  reached an agreement and received $8.5 million in
cash in full  settlement  of a claim  relating  to the  disposition  of  certain
subsidiaries  that were  disposed of in 1993.  This  amount  (net of  litigation
expenses and accruals for pending  lawsuits of  approximately  $1.1  million) is
included in other operating  income in the accompanying  condensed  consolidated
statement of operations.

(6)   Net Income per Share

     Primary and fully diluted income per share are computed using the shares of
common stock (adjusted for the August 1995 stock split) expected to be issued in
accordance with the Plan of  Reorganization  and the weighted  average number of
shares and  equivalent  shares of common  stock  outstanding  during the period.
Common  stock  equivalents  consist of dilutive  outstanding  stock  options and
warrants and are calculated using the treasury stock method.

                                       6
<PAGE>




ITEM 2.

MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

     At September 30, 1996,  working  capital  decreased to negative  $1,325,000
from $337,000 at December 31, 1995.  Excluding  deferred revenue (which will not
give rise to cash  disbursements) of $10,171,000,  the Company's working capital
is $8,846,000  or a ratio of current  assets to current  liabilities  of 1.53 to
1.0. The improvement in the Company's  working capital (as adjusted for deferred
revenue) is  attributable  to the improved  operating  results of the  business,
which includes the net settlement  arising from the  disposition of subsidiaries
of $7,434,000.

     Cash and cash equivalents  were $6,020,000 at September 30, 1996,  compared
to $4,086,000 at December 31, 1995.  The Company  continues to have  available a
$4,000,000  secured revolving credit facility.  The availability of this line of
credit  is based on a  calculation  reflecting  the age and  nature  of  certain
accounts   receivable.   At  September  30,  1996,  the  available  balance  was
approximately  $3,000,000;  however,  no  balances  were  drawn  down under this
facility at September 30, 1996.

     Net cash used in investing  activities for the nine months ended  September
30, 1996, totaled $1,643,000 comprising capital expenditures of $1,065,000,  net
cash acquired from the purchase of HIS of $158,000 and expenditures  incurred on
capitalized software costs of $736,000.

     Net cash used in financing  activities for the nine months ended  September
30, 1996, totaled $2,035,000  comprising $1,655,000 used to repay long-term debt
and $437,000  relating to notes receivable  partially offset by $57,000 proceeds
from the exercise of stock options.

     Stockholders'  equity  increased to  $26,381,000 at September 30, 1996 from
$2,472,000  at December  31,  1996,  principally  due to net income for the nine
months ended  September 30, 1996 of $11,674,000 and the issuance of common stock
in connection with the HIS acquisition.

     The Company  believes it will continue to have sufficient cash available to
fund its operating and capital requirements through 1997.

     As of October 28, 1996, the Company had issued  6,705,233  shares of common
stock to its former unsecured  creditors in satisfaction of their claims against
the Company.


<TABLE>
<CAPTION>


RESULTS OF OPERATIONS

THREE-MONTHS  ENDED SEPTEMBER 30, 1995 COMPARED TO THREE-MONTHS  ENDED SEPTEMBER
30, 1996


               Three months ended   Percentage of   Three months ended   Percentage
                   Sept. 30, 1995   Revenues        Sept. 30, 1996       of Revenues

                                       (dollars in thousands)

<S>                       <C>         <C>                <C>              <C>   
Revenues                  $16,455     100.0%             $17,750          100.0%
Gross profit                6,314      38.4%               6,165           34.7%
Selling, general &
  administrative expenses   3,984      24.2%               5,309           29.9%
Research and development
  costs                       636       3.9%                 377            2.1%
Amortization of Intangibles    -         -                   374            2.1%

Other operating
 expense (income)             285       1.7%               (140)          (0.8%)
Provision (benefit) for
 income taxes                 333       2.0%               (164)          (0.9%)
Minority Interest             150       0.9%                 -              -
Reorganization gain        (1,566)     (9.5%)                -              -


</TABLE>
                                       7
<PAGE>

     Revenues  for the three months ended  September  30, 1995 were  $16,455,000
compared to $17,750,000 (a 7.9% increase) for the comparable period of 1996. The
net increase of $1,295,000 in revenues includes an increase of $2,640,000 in the
Company's software, networks and professional services business partially offset
by the  anticipated  decline  of  $1,345,000  (15.5%)  in the  Company's  legacy
business.  The  $2,640,000  increase in  software,  networks,  and  professional
services revenues is net of an increase of approximately  $5,200,000 (114.9%) in
non-gaming   revenues  and  a  decrease  in  gaming  revenues  of  approximately
$2,600,000.

     Gross profit for the three months ended  September 30, 1995 was  $6,314,000
compared to $6,165,000  for the  comparable  period of 1996. The decrease in the
gross profit  percentage from 38.4% in the three months ended September 30, 1995
to 34.7% for the comparable period of 1996, reflects declining profit margins in
the  Company's  legacy  business due to the  relatively  fixed nature of certain
costs  which do not  decline  with  revenues  and a decline in the gross  profit
earned on software networks and professional services primarily  attributable to
a lower gross profit earned on the network and computer  equipment  content of a
single  significant  installation  that  occurred  in  the  three  months  ended
September 30, 1996.

     Selling,  general and administrative expenses increased from $3,984,000 for
the three months ended  September  30, 1995, to  $5,309,000  for the  comparable
period of 1996. The increase is principally  attributable to increased sales and
marketing efforts (including increases in sales personnel) which resulted in
increased  software,  networks and professional  services  revenues in the three
months ended September 30, 1996 compared to the comparable period of 1995

     Research  and  development  costs  were  $636,000  for three  months  ended
September 30, 1995 compared to $377,000 for the  comparable  period of 1996. The
decrease is primarily  attributable to the  capitalization  of certain  software
development costs which qualify for capitalization as product  enhancement costs
in the three months ended  September 30, 1996.  Research and  development  costs
primarily  relate to costs  incurred for the  Company's  gaming and  hospitality
products.

     Amortization  of intangibles for the three months ended September 30, 1996,
primarily related to amortization  arising in connection with acquisition of HIS
and the remaining 30% of the outstanding shares of GSI.

     Other  operating  expense for the three  months  ended  September  30, 1995
related  to  expenses  that  arose in  connection  with a  lawsuit  the  Company
instituted against certain competitors which the Company alleged were infringing
upon its software copyright. In the three months ended September 30, 1996, other
operating  income related to a favorable  settlement of a claim that the Company
accrued for in the three months ended June 30, 1996.

     The income tax  provision  in the three  months  ended  September  30, 1995
reflected a tax provision for the Company's gaming solutions  subsidiary  (which
at the time did not qualify to be part of the Company's consolidated tax group).
The income tax benefit  arising in the three  months  ended  September  30, 1996
related to the reversal of tax  provisions no longer  required for the company's
gaming solutions company. There is no consolidated tax provision required in the
three months ended  September 30, 1996 due to the  availability of net operating
losses and the reversal of certain timing differences.

     The  minority  interest  for the three  months  ended  September  30,  1995
reflects the share of income  attributable to the then minority  shareholders in
the Company's gaming solutions subsidiary. In May 1996, the Company acquired the
remaining 30% of the outstanding share capital from the minority shareholders.

     The  reorganization  gain for the three  months  ended  September  30, 1995
related to the favorable  settlement of certain tax liabilities  pursuant to the
Company's  bankruptcy  proceedings  and  as  such  has  been  classified  as  an
extraordinary item. Where, appropriate,  the remaining balances that were agreed
with the  respective  taxing  authority  (which  are  payable  over six years in
accordance  with  the  Company's  Plan  of  Reorganization)  are  classified  as
long-term debt in the Condensed Consolidated Balance Sheets.

                                       8
<PAGE>



<TABLE>
<CAPTION>


Nine-Months Ended September 30, 1995 Compared to Nine-Months Ended September 
30, 1996

               Nine Months Ended   Percentage of  Nine Months Ended  Percentage
              September 30, 1995   Revenues       September 30, 1996 of Revenues
                                  (dollars in thousands)
             --------------------- -------------  ------------------ -----------
<S>                      <C>         <C>            <C>             <C>    
                          
Revenues                 $49,289       100.0%        $47,515          100.0%
Gross profit              18,855        38.3%         17,540           36.9%
Selling, general &
 administrative expenses  10,026        20.3%         11,766           24.8%
Research and
development costs          1,812         3.8%         1,366             2.9%
Amortization
 of Intangibles               -           -             395            (0.8%)


Other operating income      (103)       (0.2%)        (7,434)          (15.6%)
Provision for income taxes   356         0.7%          (164)           (0.3%)
Minority Interest            205         0.4%          (165)           (0.3%)
Reorganization gain       (1,566)       (3.2%)            -               -


</TABLE>

     Revenues  for the nine months  ended  September  30, 1995 were  $49,289,000
compared to  $47,515,000  for the  comparable  period of 1996.  The  decrease in
revenues of $1,774,000  in the nine months ended  September 30, 1996 compared to
the nine months ended  September  30, 1995 is  attributable  to the anticipated
decline in legacy revenues of $3,518,000 (13.0%) net of an increase in software,
networks  and  professional  services  revenues of  $1,744,000.  The increase in
software, networks and professional services revenues of $1,744,000 is net of an
increase  of  approximately  $7,900,000  (55.0%) in  non-gaming  revenues  and a
decrease in gaming revenues of approximately $6,200,000.

     Gross profit for the nine months ended  September  30, 1995 was $18,855,000
compared to $17,540,000 for the comparable  period of 1996  representing a gross
profit  percentage  of 38.3% and 36.9% for the nine months ended  September  30,
1995 and 1996, respectively.

     Selling,  general and administrative expenses increased from $10,026,000 in
the nine months ended  September  30, 1995,  to  $11,766,000  in the  comparable
period of 1996. The increase is principally  attributable to increased sales and
marketing efforts  (including  increases in sales personnel),  which resulted in
increased  software,  networks and  professional  services  revenues in the nine
months ended  September 30, 1996 compared to the comparable  period of the prior
year.

     Research and  development  costs were  $1,812,000 for the nine months ended
September 30, 1995 compared to $1,366,000 for the comparable period of 1996. The
decrease in research and  development  costs in the nine months ended  September
30, 1995 is primarily  attributable to the  capitalization  of certain  software
development costs which qualify for capitalization as product  enhancement costs
in 1996.  Research and development  costs primarily relate to costs incurred for
the Company's gaming and hospitality products.

     Amortization  of intangibles  for the nine months ended  September 30, 1996
primarily relates to amortization  arising in connection with the acquisition of
HIS and the remaining 30% of the outstanding shares of GSI.

     Other operating  income in the nine months ended September 30, 1995 related
to a settlement  (net of expenses  during the period)  that arose in  connection
with a lawsuit the Company  instituted  against  certain  competitors  which the
Company alleged were infringing upon its software copyright.  In the nine months
ended,  September  30,  1996,  other  operating  income  related to a  favorable
settlement (net of litigation  expenses)  relating to the disposition of certain
subsidiaries  that were  disposed  in 1993  offset  by an  accrual  for  pending
lawsuits.

     The provision for income taxes in the nine months ended  September 30, 1995
reflected a tax provision for the Company's gaming solutions  subsidiary  (which
at the time did not qualify to be part of the Company's  consolidated tax group)
off-set by foreign  tax  adjustments.  The income tax benefit in the nine months
ended September 30, 1996 reflects the reversal of certain excess tax liabilities
no longer required at the company's  gaming  solutions  subsidiary.  There is no
consolidated tax provision  required in the nine months ended September 30, 1996
due to the  availability  of net  operating  losses and the  reversal of certain
timing differences.
                                       9

<PAGE>


     The minority  interest  charge in the nine months ended  September 30, 1995
reflected the share of income attributable to the then minority  shareholders in
the Company's gaming solutions subsidiary.  The $165,000 credit for the minority
interest (which arose in the three months ended March 31, 1996),  eliminated all
liabilities to the minority shareholders.  In May 1996, the Company acquired the
remaining 30% of the outstanding shares of GSI.

     The  reorganization  gain for the nine months  ended  September  30,  1995,
relates to the favorable  settlement of certain tax liabilities  pursuant to the
Company's  bankruptcy  proceedings  and  as  such  have  been  classified  as an
extraordinary  item. Where appropriate,  the remaining balances that were agreed
with  the  respective  tax  authority  (which  are  payable  over  six  years in
accordance  the Company's  Plan of  Reorganization)  are classified as long-term
debt in the Condensed Consolidated Balance Sheets.




























                                       10
<PAGE>





PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     As  a  consequence  of  the   commencement  of  the  Company's   bankruptcy
proceedings,  the Company has filed  objections  to a large  number of proofs of
claim.  Sums  determined  to be due to  claimants,  as a result of settlement or
judicial  determinations,  will be treated under the Plan of  Reorganization  as
claims and  claimants  will  receive  either  cash or shares of common  stock in
exchange  for their  claims.  The Company  does not believe the outcome of these
objections to be material.

     Further, the Company instituted several adversary  proceedings prior to the
effective date of the Plan of Reorganization.  None of those proceedings involve
allegations of material claims against the Company.

Item 2.  Changes in Securities

      None.

Item 3.  Defaults Upon Senior Securities

      None.

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

      None

Item 5.  Other Information

      None.

Item 6.  Exhibits and Reports on Form 8-K


(a)     Exhibits.


        10.1** License  Agreement dated October 1, 1996 by and between the 
               Company and Christian Rivadalla dba Enterprise Hospitality 
               Solutions[**Confidential Treatment has been requested for 
               certain portions of this document].

              
           
        99.1  Director's Stock Option Certificate (incorporated herein by 
              reference to Exhibit/Appendix C of the Registrants 1996 Notice
              of Annual Meeting and Proxy Statement filed with the commission
              on May 21, 1996).


(b)    Reports on Form 8-K.

     On July 10,  1996,  the  registrant  filed a report  on Form 8-K ,  without
financial  statements,  reporting that the Company had entered into an agreement
to purchase substantially all of the assets of Hotel Information Systems, Inc.







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<PAGE>



                                  SIGNATURES


     Pursuant to the  requirements  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.

                                          MAI SYSTEMS CORPORATION
                                          (Registrant)


Date:   November 1, 1996                  /s/ William Brian Kretzmer
                                          William Brian Kretzmer
                                          Vice-President, Chief Financial
                                          Officer and Treasurer



























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