UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                      FORM 10-Q
(Mark One)
[  X  ]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended September 28, 1997
                                         OR
[      ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
                For the transition period from________ to _______.

                        Commission File No. 0-13576

                       ENCORE COMPUTER CORPORATION

          (Exact name of registrant as specified in its charter)
     Delaware                            04-2789167                   .
(State of Incorporation)           (I.R.S. Employer Identification No.)
  6901 West Sunrise Blvd
 Fort Lauderdale, Florida                         33313     .
 (Address of Principal Executive Offices)       (Zip Code)
      Telephone:  954-587-2900
          Securities registered pursuant to Section 12(g) of the Act:
                       Title of each class
                   Common Stock, par value $.01 per share
Indicate  by  check mark whether the registrant (1) has filed  all   reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange  Act
of  1934 during the preceding 12 months (or for such shorter period that the
registrant  was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.      X   Yes          No
The  number of shares outstanding of the registrant's only class of
Common Stock as of November 10, 1997 was 67,346,291.

                       Encore Computer Corporation
                                Index
                                                                   Page
Part I     FINANCIAL INFORMATION
Item 1     Condensed Consolidated Financial Statements               3
           Notes to Condensed Consolidated
           Financial Statements                                      8
Item 2     Management's Discussion and Analysis of Financial
                        Condition and Results of Operations         16

Part II    OTHER INFORMATION                                        21
Signature Page                                                      22


ENCORE COMPUTER CORPORATION                                                     
Condensed Consolidated Statements of Operations                                 
(Unaudited)                                                                     
(in thousands except per share data)                                            
                                                                                
                                   Three Months Ended         Six Months Ended  
                                  Sept 28,   Sept 29,       Sept 28,   Sept 29, 
                                    1997       1996           1997       1996   
Net sales:                                                                      
 Equipment                       $   3,834  $   8,558     $   11,428 $    21,680
 Service                             3,595      4,711         11,688      14,902
                                     7,429     13,269         23,116      36,582
                                                                                
Costs and expenses:                                                             
 Cost of equipment sales             4,840     10,918         18,138      21,872
 Cost of service sales               3,893      5,005         12,447      14,079
 Research and development            6,455      7,866         20,876      23,807
 Sales, General and Admin            6,743      7,760         21,961      24,292
  Total                             21,931     31,549         73,422      84,050
                                                                                
Operating loss                     -14,502    -18,280        -50,306     -47,468
                                                                                
 Int exp, princ related parties     -2,024       -911         -4,778      -2,149
 Interest income                        33         55             94         131
 Other (expense)/income, net          -118         87         -1,281        -171
                                                                                
Loss before income taxes           -16,611    -19,049        -56,271     -49,657
                                                                                
Provision for income taxes              27          0            194           0
                                                                                
Net loss                         $ -16,638  $ -19,049     $  -56,465 $   -49,657
                                                                                
Net loss per common share:                                                      
                                                                                
Net loss attributable to common                                                 
 shareholders                    $ -24,310  $ -25,707     $  -78,259 $   -68,311
                                                                                
Loss per common share            $   -0.65  $   -0.69     $    -2.09 $     -1.86
                                                                                
Weighted average shares                                                         
 of common stock                    37,560     37,009         37,419      36,704
                                                                                
The accompanying notes are an integral part of the condensed consolidated       
financial statements.                                                           


ENCORE COMPUTER CORPORATION                                                     
Condensed Consolidated Balance Sheets                                           
(in thousands except share data)                                                
                                                                                
                                                           Unaudited            
                                                            Sept 28,    Dec 31, 
                                                              1997       1996   
ASSETS                                                                          
Current assets:                                                                 
 Cash and cash equivalents                                $    4,461 $     3,936
 Accounts receivable, less allowance                           7,927      14,970
 Inventories (Notes B and C)                                   7,711      13,896
 Prepaid expenses and other current assets                     1,122       1,409
  Total current assets                                        21,221      34,211
                                                                                
Property and equipment, net (Note B)                          29,438      33,376
Other assets                                                   1,300       1,669
  Total assets                                            $   51,959 $    69,256
                                                                                
LIABILITIES AND CAPITAL DEFICIENCY                                              
Current liabilities:                                                            
 Current portion of long term                                                   
  debt-related parties (Notes E and F)                    $   68,416 $    72,659
 Current portion of long term debt-other (Note E)                137         182
 Accounts payable and accrued liabilities (Note D)            31,534      28,665
  Total current liabilities                                  100,087     101,506
                                                                                
Long term debt-other (Note E)                                    381         476
Other liabilities                                              1,800       1,284
  Total liabilities                                          102,268     103,266
                                                                                
Capital Deficiency:                                                             
 Preferred stock, $.01 par value; authorized 10,000,000 shares:                 
  Series A Convertible Participating Preferred, issued                          
   73,641 shares in 1997 and 1996 (Note B)                         1           1
  6% Cumulative Series B Convertible Preferred, issued                          
   728,722 in 1997 and 1996, respectively, with an aggregate                    
    liquidation preference of  $72,872,200 (Note B)                7           7
  6% Cumulative Series D Convertible Preferred, issued                          
   1,115,074 in 1997 and 1996, respectively, with                               
   an aggregate liquidation preference  of $111,507,400           11          11
  6% Cumulative Series E Convertible Preferred, issued                          
   1,139,782 in 1997 and 1996, with an                                          
   aggregate liquidation preference of $113,978,200               11          11
  6% Cumulative Series F Convertible Preferred, issued                          
   533,333 in 1997 and 1996, respectively, with                                 
   an aggregate liquidation preference of $53,333,300              5           5
  6% Cumulative Series G Convertible Preferred, issued                          
   572,289 in 1997 and 1996, respectively, with                                 
   an aggregate liquidation preference of $57,228,900              6           6
  6% Cumulative Series H Convertible Preferred, issued                          
   350,000 in 1997 and1996, respectively, with                                  
   an aggregate liquidation preference of $35,000,000.             4           4
  6% Cumulative Series I Convertible Preferred, issued                          
   400,000 in 1997 with an aggregate liquidation preference                     
   of $40,000,000.                                                 4           4
 Common stock, $.01 par value; authorized 200,000,000 shares;                   
  issued 37,559,976 and 37,270,457 in 1997 and 1996,                            
  respectively  (Note B)                                         376         373
 Additional paid-in capital                                  487,227     447,068
 Accumulated deficit                                        -537,961    -481,496
  Total capital deficiency                                   -50,309     -34,006
  Total liabilities and capital deficiency                $   51,959 $    69,260
                                                                                
                                                                                
The accompanying notes are an integral part of the condensed consolidated       
financial statements.                                                           


ENCORE COMPUTER CORPORATION                                                     
Condensed Consolidated Statements of Cash Flows                                 
(Unaudited)                                                                     
(in thousands)                                                                  
                                                                                
                                                                                
                                                                                
                                                            Nine Mos   Nine Mos 
                                                             Ended       Ended  
                                                            Sept 28,   Sept 29, 
                                                              1997       1996   
                                                                                
Cash flows from operating activities:                                           

Net loss                                                  $  -56,465 $   -49,657

Adjustments to arrive at net cash used in operating activities:                 
 Depreciation and amortization                                 5,485       8,510
 Non cash compensation (Note F)                                    0         589
 Inventory obsolescence and writedown to lower of cost                          
  or market                                                      810       3,395
 Bad debt provision/(credit)                                     378          -1
Net changes in operating assets and liabilities:                                
 Accounts receivable                                           6,665      -3,684
 Inventories                                                   5,375     -13,181
 Prepaid expenses and other current assets                       287          60
 Other assets                                                     12          35
 Accounts payable and accrued liabilities                      2,706       3,042
 Other liabilities                                               516         169
  Net cash used in operating activities                      -34,231     -50,723
                                                                                
Cash flows from investing activities:                                           
 Additions to property and equipment                          -1,190      -5,309
  Net cash used in investing activities                       -1,190      -5,309
                                                                                
Cash flows from financing activities:                                           
 Net borrowings under revolving loan agreements               35,757      56,047
 Principal payments of long term debt                           -140        -127
 Preferred stock dividends paid                                    0          -2
 Issuance of common stock                                        329       1,095
  Net cash provided by financing activities                   35,946      57,013
                                                                                
Increase in cash and cash equivalents                            525         981
                                                                                
Cash and cash equivalents, beginning                           3,936       3,490
                                                                                
Cash and cash equivalents, ending                         $    4,461 $     4,471
                                                                                
                                                                                
The accompanying notes are an integral part of the condensed consolidated       
financial statements.                                                           


ENCORE COMPUTER CORPORATION                                                     
Condensed Consolidated Statements of Cash Flows                                 
                                                                                
                                                                                
Supplemental disclosure of cash flow information (in thousands):                

                                                            Nine Mos   Nine Mos 
                                                             Ended       Ended  
                                                            Sept 28,   Sept 29, 
                                                              1997       1996   
                                                                                
 Cash paid during the period for interest                 $       76 $        78
                                                                                
 Cash paid during the period for income taxes                  1,210          69
                                                                                
                                                                                
                                                                                
Non-cash investing and financing activities:                                    
                                                                                
 Indebtedness exchanged for preferred stock               $   40,000 $    35,000
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
The accompanying notes are an integral part of the condensed consolidated       
financial statements.                                                           


ENCORE COMPUTER CORPORATION                                                     
Condensed Statements of Capital Deficiency                                      
(in thousands except share data)                                                
                                                                                
                                            Preferred Stock                     
                          Series A      Series B      Series D       Series E   
                                  Par          Par            Par            Par
                          Shares  Val  Shares  Val    Shares  Val    Shares  Val
 Balance                                                                        
  Dec 31, 1996            73,641   $1 728,722   $7 1,115,074  $11 1,139,782  $11
                                                                                
 Common stock options                                                           
  exercised,  $.69 to                                                           
  $1.56 per share              0    0       0    0         0    0         0    0
                                                                                
 Shares issued through employee                                                 
  stock purchase plan at a price of                                             
  $1.17 per share              0    0       0    0         0    0         0    0
 Issuance of Series I                                                           
 Convert. Preferred                                                             
 Stock (Notes D and E)         0    0       0    0         0    0         0    0
                                                                                
 Net loss                                                                       
 Bal Sep 28, 1997         73,641   $1 728,722   $7 1,115,074  $11 1,139,782  $11
                                                                                
                                                                                
                                                                                
The accompanying notes are an intergral part of the condensed consolidated      
financial statements.                                                           
                                                                                
                                                                                
                                                                                
                                                                                
                                            Preferred Stock                     
                          Series F      Series G      Series H       Series I   
                                  Par          Par            Par            Par
                          Shares  Val  Shares  Val    Shares  Val    Shares  Val
 Bal Dec 31, 1996        533,333   $5 572,289   $6   350,000   $4         0   $0
                                                                                
 Common stock options                                                           
  exercised,  $.69 to                                                           
  $1.56 per share              0    0       0    0         0    0         0    0
                                                                                
 Shares issued through employee                                                 
  stock purchase plan at a price of                                             
  $1.17 per share              0    0       0    0         0    0         0    0
 Issuance of Series I                                                           
 Convert. Preferred                                                             
 Stock (Notes D and E)         0    0       0    0         0    0   400,000    4
                                                                                
 Net loss                                                                       
 Bal Sep 28, 1997        533,333   $5 572,289   $6   350,000   $4   400,000   $4
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                        Common Stock                                            
                                       Addt'l                                   
                                  Par Paid-in          Accum       (Capital     
                          Shares  Val Capital        Deficit           Def)     
 Bal Dec 31, 1996     37,270,457 $373$447,068     ($481,496)      ($34,010)     
                                                                                
 Common stock options                                                           
  exercised, $.69                                                               
 to $2.00/shar            58,848    1      59              0             60     
                                                                                
 Shares issued through employee                                                 
  stock purchase plan at a price of                                             
  $1.17 per share        230,671    2     267              0            269     
  Issuance of Series I                                                          
  Convertible Preferred Stock                                                   
  (Notes D and E)              0    0  39,833              0         39,837     
                                                                                
 Net loss                      0    0       0        -56,465        -56,465     
 Bal Sep 28, 1997     37,559,976 $376$487,227     ($537,961)      ($50,309)     


Encore Computer Corporation
Notes to Condensed Consolidated Financial Statements

A. Summary of Significant Accounting Policies
Basis of Presentation and Other Matters
The  accompanying condensed consolidated financial statements are  unaudited
and  have  been  prepared by Encore Computer Corporation  ("Encore"  or  the
"Company")  in  accordance  with generally accepted  accounting  principles.
Certain  information  and  footnote disclosures  normally  included  in  the
Company's  annual consolidated financial statements have been  condensed  or
omitted.   It  is  suggested  that  these condensed  consolidated  financial
statements  be  read in conjunction with the audited consolidated  financial
statements for the year ended December 31, 1996.

The  condensed  consolidated financial statements, in  the  opinion  of  the
Company,  reflect  all  adjustments (including  normal  recurring  accruals)
necessary for a fair statement of the results for the interim periods.   All
adjustments   made   during  the  interim  periods  are   normal   recurring
adjustments.   The  year-end condensed balance sheet data  is  derived  from
audited  financial statements but does not include all disclosures  required
by generally accepted accounting principles.  Certain reclassifications have
been made to conform prior period data to current period presentation.
The  results  of  operations  for the interim periods  are  not  necessarily
indicative of the results of operations for the fiscal years.

In  February  1997,  the Financial Accounting Standards Board  (the  "FASB")
issued  Statement  of Financial Accounting Standard No.  128,  Earnings  per
Share  ("SFAS  128").  SFAS 128 specifies new standards for the computation,
presentation  and  disclosure requirements for earnings per  share  ("EPS").
SFAS  128  is intended to improve the EPS information provided in  financial
statements by simplifying the existing computational guidelines by  revising
the  disclosure  requirements  to  provide more  consistent  and  meaningful
information  and  by  increasing  the  comparability  of  EPS  data  on   an
international  basis.   SFAS 128 is effective for the  financial  statements
issued  for periods ending after December 15, 1997.  The Company will  adopt
SFAS  128  effective December 31, 1997 and will restate EPS for all  periods
presented.   In  September  1997,  the FASB issued  Statement  of  Financial
Account  Standard  No. 130, "Reporting Comprehensive Income"  ("SFAS  130").
SFAS  130  established standards of reporting and display  of  comprehensive
income  and  its  components.   In September  1997,  the  FASB  also  issued
Statement of Financial Account Standard No. 131, "Disclosures about Segments
of   an  Enterprise  and  Related  Information"  ("SFAS  131").   SFAS   131
established  standards for reporting operating and geographic  segments  and
the  type  and  level of financial information to be discussed  about  those
segments.   Both  SFAS  130  and SFAS 131 are  effective  for  fiscal  years
beginning after December 15, 1997.

The  accompanying  condensed  consolidated financial  statements  have  been
prepared  assuming  that the Company will continue as a going  concern.   As
discussed in Note E of Notes to Condensed Consolidated Financial Statements,
the  Company  has  borrowings  under a $75,000,000  facility  which  matures
November  30,  1997.  Additionally, the Company does not  have  a  committed
source  of  financing  to meet expected requirements  over  the  next  year.
However,   as  discussed  more  fully  in  Note  B  of  Notes  to  Condensed
Consolidated  Financial Statements, on July 17, 1997, the Company  signed  a
definitive   Asset  Purchase  Agreement  with  Sun  Microsystems   and   Sun
Microsystems  International,  B.V.  On that  same  date,  the  Company  also
executed an agreement with Gould, pursuant to which the Company will  use  a
portion  of the proceeds to be received to (a) pay the principal amount  of,
and  the  accrued interest on, the Company's indebtedness to Gould  and  (b)
redeem  the Company's outstanding Preferred Stock, all of which is  held  by
Gould and EFI.  The closing of the asset purchase transaction is subject to,
among  other  things, the approval of the Encore shareholders at  a  meeting
which  is will be held on November 24, 1997. These matters raise substantial
doubt  about  the  Company's ability to continue as a  going  concern.   The
consolidated financial statements do not include any adjustments that  might
result from the outcome of these uncertainties.

Per Share Data
Per  share  data  is  calculated based upon the weighted average  number  of
shares  of common stock and common stock equivalents outstanding.  In fiscal
periods which report net losses, the calculation does not include the effect
of  common stock equivalents such as stock options since the effect  on  the
amounts  reported would be antidilutive. All series of preferred stock  have
been  determined to be common stock equivalents but are not included in  the
weighted average number of shares of common stock and equivalents or in  the
calculation  of  net  loss per share for the periods presented  because  the
effect would be antidilutive.

Net  loss  per  common share was determined by dividing  the  net  loss,  as
adjusted,  by applicable shares outstanding.  The loss was adjusted  by  the
aggregate  amount of dividends on the Company's preferred stock.   Preferred
stock  dividends amounted to $7,671,500 and $21,796,600 for  the  three  and
nine  month periods ended September 28, 1997, respectively.  For  the  three
and  nine  month periods ended September 29, 1996, preferred stock dividends
amounted to $6,658,400 and $18,654,700, respectively.  Based on the  capital
deficiency, the Company is precluded from paying dividends on its  preferred
stock outstanding.  Accordingly, the Company has accumulated preferred stock
dividends since July 15, 1996 amounting to $35,210,300.  All preferred stock
dividends other than those accumulated at September 28, 1997 have been  paid
in additional shares of the appropriate shares of stock.

B.  Asset Purchase Agreement with Sun Microsystems
On  July  17, 1997, the Company signed a definitive Asset Purchase Agreement
with Sun Microsystems and Sun Microsystems International, B.V. (collectively
"SUN").   Pursuant to the terms of the Asset Purchase Agreement, Encore  has
agreed  to  sell  to  SUN  substantially all of the assets  associated  with
Encore's storage products business (the "Storage Products Business")  for  a
purchase  price of $185 million in cash of which $150 million is payable  at
closing  and $35 million is payable on July 1, 1998 (the "SUN Transaction").
The  assets  associated with the Company's Storage Products  Business  being
sold  to SUN consist primarily of approximately $5,037,000 of net inventory,
$27,325,000  of  net  book value of property, plant and equipment  including
land  and  buildings located in Fort Lauderdale and Melbourne,  Florida,  as
well  as  approximately  $300,000  of  capitalized  software  purchased  for
internal use.  On July 17, 1997, the Company also executed an agreement with
Gould  (the  "Gould Agreement"), pursuant to which the Company  will  use  a
portion  of  the  proceeds to be received at the  closing  to  (a)  pay  the
principal amount of, and the accrued interest on, the Company's indebtedness
to  Gould  (the "Gould Debt"), which is estimated to be approximately  $93.7
million  at  the  time of closing, and (b) redeem the Company's  outstanding
Preferred  Stock,  all of which is held by Gould and EFI and  which  has  an
aggregate liquidation preference over the Common Stock of $411 million,  for
$60 million, of which $25 million will be paid in cash at the closing of the
SUN  Transaction  and  the balance will be paid by assigning  to  Gould  the
Company's right to receive the $35 million in proceeds from Sun on  July  1,
1998.  The closing of the SUN Transaction is subject to, among other things,
the approval of the Encore shareholders at a meeting which is expected to be
held on November 24, 1997

Additionally, the Gould Agreement provides for Gould, at its discretion,  to
convert  all  Series  A  and  Series B Preferred Stock  into  Common  Stock.
Kenneth  G.  Fisher,  Chairman of the Board and Chief Executive  Officer  of
Encore,  may also convert the Series B Preferred Stock held by Indian  Creek
Capital,  Ltd.,  a limited partnership of which Mr. Fisher is  the  managing
general partner, into Common Stock.  Any conversion by Gould is subject  to,
among other things, obtaining certain U.S. Government approvals.  On October
30,  1997,  Gould,  having obtained all required U.S. Government  approvals,
converted all of its Series A and Series B Preferred Stock into Common Stock
and Indian Creek Capital, Ltd. converted all of its Series B Preferred Stock
into  Common Stock.  As a result, as of the record date of October 31, 1997,
Gould  owned  32,673,169 shares of Common Stock, representing 48.5%  of  the
outstanding shares on that date.  On the record date, Mr. Fisher,  his  wife
and  Indian Creek Capital, Ltd., owned a total of 5,003,944 shares of Common
Stock, representing 7.4% of the outstanding shares on that date.

In  a letter to the Company dated July 17, 1997, Gould confirmed that it was
not obligated to provide any additional financing to Encore but that so long
as  Gould  was convinced that the SUN Transaction would take place,  it  was
likely that Gould would continue to provide financing to Encore but only  to
the  extent  absolutely  necessary  to enable  the  SUN  Transaction  to  be
consummated.   However, if either (i) a meeting of the  Encore  stockholders
for  the  purpose of voting upon the SUN Transaction is held, but  the  vote
required  to approve the transaction is not obtained, or (ii) a  meeting  of
the  Encore  stockholders for the purpose of voting upon the SUN Transaction
is  not  held by November 30, 1997, the letter stated that Gould  would  not
provide  any  financing  to Encore after the day of the  meeting  of  Encore
stockholders (or after November 30, 1997, if the meeting is not held by that
date).  If the vote required to approve the SUN Transaction is not obtained,
the  Company will be unable to continue its normal operations, and will have
no alternative to liquidation.

Following  the Sun Transaction, Encore's only active business  will  be  its
real-time business.  However, Encore believes there are opportunities for it
to  use  experience  gained  in developing its real-time  products  and  its
storage  products  to  create software which will enable  various  types  of
standard  computer  hardware  to be operated in  clusters  to  create  large
capacity,  high reliability versions of the computer hardware.  The  Company
expects  to  incur approximately $1,800,000 in legal, accounting  and  other
fees  and  expenses  associated with the Sun Transaction  and  approximately
$22,000,000  in  restructuring costs in connection with the Sun  Transaction
and organization and operation of the Company following the Sun Transaction.
These  restructuring  costs include approximately  $11,400,000  in  employee
severance  and  outplacement costs, $5,600,000 in  retention  and  incentive
bonuses  payable to employees of the Company (including $4,600,000  pursuant
to  written  agreements  between the Company and each  of  approximately  49
employees  and  $1,000,000  to  be paid to  certain  key  employees  in  the
discretion of management), approximately $4,500,000 in connection  with  the
termination  of  certain  office  and  equipment  leases  and  approximately
$500,000 in leasehold improvements at the Company's Fort Lauderdale facility
to be leased from SUN.

For  a  more  detailed  description of the SUN  Transaction  and  the  Gould
Agreement,  refer to the Company's Definitive Proxy Statement dated  October
31, 1997.

C. Inventories
Inventories consist of the following (in thousands):
                                                            Sept 28,    Dec 31, 
                                                              1997       1996   
Purchased parts                                           $    2,893 $     9,357
Work in process                                                3,897         306
Finished goods                                                   914       3,981
Loaned computer equipment and                                                   
 consignment inventory                                             7         252
  Total inventory                                         $    7,711 $    13,896

Storage Product inventory amounted to $3,363,000 and $9,169,000 at September
28,  1997  and  December 31, 1996, respectively.  On  August  17,  1997,  as
discussed  more  fully in Note B, the Company executed  a  definitive  Asset
Purchase  Agreement  with  SUN to sell the assets, products  and  technology
related to the Company's Storage Products business.

D. Accounts Payable and Accrued Liabilities;
Accounts payable and accrued liabilities consist of the following (in
thousands):
                                                            Sept 28,    Dec 31, 
                                                              1997       1996   
Accounts payable                                          $    4,063 $     4,976
Accrued salaries and benefits                                  4,760       4,034
Accrued interest-related parties                              16,322      11,614
Accrued taxes                                                    953       2,760
Deferred income, principally                                                    
 maintenance contracts                                         1,260         879
Other accrued expenses                                         4,176       4,402
  Total accounts payable and accrued liabilities          $   31,534 $    28,665

Accrued  interest  of $16,322,000 and $10,791,000 was payable  to  Gould  at
September 28, 1997 and December 31, 1996, respectively.  Accrued interest on
the previous refinancing ($823,000 at December 31, 1996) was being amortized
over  the term of the Credit Agreement.  The balance remaining on March  19,
1997 was reversed.

E.  Debt
Debt consists of the following (in thousands):
                                                            Sept 28,    Dec 31, 
                                                              1997       1996   
Debt to unrelated parties:                                                      
 Mortgages payable                                        $      518 $       658
 Current portion of debt                                        -137        -182
  Total long term debt to unrelated parties               $      381 $       476
Debt to related parties:                                                        
 Credit agreement with Gould Electronics, Inc.            $   68,416 $    72,659
 Current portion of debt                                     -68,416     -72,659
  Total long term debt to unrelated parties               $        0 $         0

Since  1989,  the  principal source of financing for the  Company  has  been
provided  by  the  Japan  Energy  Corporation,  through  its  wholly   owned
subsidiaries,  Gould  Electronics,  Inc.  ("Gould")  and  EFI  International
("EFI") (collectively, the "Japan Energy Group").  The Japan Energy Group is
a  related party due to the significant financial interests of Gould and EFI
in  the Company.  Assuming full conversion of preferred stock holdings as of
June 29, 1997, the Japan Energy Group beneficially owns 83% of the Company's
common  stock.  The Company is dependent on the continued financial  support
of  the  Japan  Energy Group.  Should the Japan Energy  Group  withdraw  its
financial  support,  the  Company  may be  unable  to  continue  its  normal
operations.

On  March 19, 1997, Gould as authorized by Japan Energy Corporation,  agreed
to  cancel $40,000,000 of indebtedness pursuant to their loan agreement (the
"Credit Agreement") in exchange for the issuance to Gould of 400,000  shares
of  the  Company's  Series I Convertible Preferred Stock  ("Series  I"),  as
discussed  in  more  detail  in Note F of Notes  to  Condensed  Consolidated
Financial Statements.  The Company and Gould also agreed to amend the Credit
Agreement  to  (i) reduce the maximum amount which can be  borrowed  by  the
Company  from  $80,000,000  to  $50,000,000,  and  (ii)  provide  that   any
borrowings  in  excess of $41,915,869 (the principal amount  outstanding  on
March  19,  1997  after giving effect to the exchange  of  indebtedness  for
shares  of Series I) may be made only at the discretion of Gould. On October
8,  1997  Gould agreed to amend the Credit Agreement to increase the maximum
amount  which can be borrowed by the Company to $75,000,000. All  borrowings
after  October  8,  1997 in excess of the $70,238,933 of  indebtedness  then
outstanding  may  be made only at the discretion of Gould.   All  borrowings
under  the  Credit Agreement, plus accrued interest, are due and payable  on
November  30,  1997.  In the event of default, the rate of  interest  to  be
applied  will immediately increase by an additional 2%.  As of November  10,
1997  the Company owed to Gould $75,858,672 under the Credit Agreement, plus
$17,331,990 in accrued interest.

The  credit  facility bears interest at the prime rate  plus  2%  (10.5%  at
September  28,  1997).   As  of September 28, 1997,  Encore  owed  to  Gould
$68,416,000 in principal, plus $16,322,000 in accrued interest.   Borrowings
are  collateralized  by  substantially all of  the  Company's  tangible  and
intangible  assets  and the agreement contains various  covenants  including
maintenance  of  cash  flow,  leverage and tangible  net  worth  ratios  and
limitations  on  capital  expenditures,  dividend  payments  and  additional
indebtedness.   Gould has indicated it will not waive any covenants  in  the
event  of non-compliance.  As of September 28, 1997, the Company is  not  in
compliance with any covenants except capital expenditures.

In connection with the various exchanges of indebtedness for preferred stock
discussed  herein, the United States Defense Investigative  Service  ("DIS")
has reviewed the relationship between the Company and the Japan Energy Group
under revised government requirements relating to foreign ownership, control
and  influence.   Given the current requirements in the National  Industrial
Security Program Operating Manual ("NISPOM"), DIS has decided to replace the
previous  method  of  negation of Foreign Ownership Control  and  Influence,
accomplished  by  Board  Resolution, with a more detailed  Security  Control
Agreement  as  prescribed  by DIS in the NISPOM, which  is  currently  being
drafted by the Company's counsel.

The  Company  and Gould Electronics Inc. have been advised by DIS  that  the
conversion  to be done in conjunction with the Asset Purchase  Agreement  of
Gould's Series A and Series B Preferred Stock will not adversely affect  the
Company's  facility security clearance, provided Gould's commitment  not  to
vote  its  common  stock for matters other than the approval  of  the  Asset
Purchase  Agreement and the election of directors of the Company, a majority
of  whom  will be Gould designees, is met.  Gould is continuing  discussions
with DIS concerning the formation of a plan acceptable to DIS to address the
issue  of Foreign Ownership, Control and Interest ("FOCI") presented by  the
majority  of  directors being representatives of a foreign  interest,  Gould
Electronics Inc.

F.  Shareholder' Equity
As  discussed  in  more detail in Note E of Notes to Condensed  Consolidated
Financial  Statements,  on  March 19, 1997  Gould  canceled  $40,000,000  of
indebtedness in exchange for 400,000 newly-issued shares of Series  I.   The
principal terms of the Series I are as follows:

(a)   holders  of  such  shares are entitled to receive,  when,  as  and  if
declared  by the Company's board of directors, an annual dividend per  share
equal  to $6.00; provided, however, that if the number of authorized  shares
of  common stock of Company is not increased to at least 300,000,000  on  or
prior  to July 15, 1997, then such dividend per share is increased  to  $10;
and,  further  provided, that if the number of shares of  authorized  common
stock  of the Company is increased to at least 300,000,000 at any time after
July 15, 1997, then such dividend per share is decreased from $10 to $6.

However,  pursuant to the Gould Agreement dated July 17, 1997, as  discussed
in  Note B of the Notes to Condensed Consolidated Financial Statements,  the
Company's  outstanding Preferred Stock held by Gould and EFI, which  has  an
aggregate liquidation preference over the Common Stock of $411 million, will
be  redeemed for $60 million upon the closing of the SUN Transaction.  As  a
result,  the necessity to increase the authorized shares of common stock  of
the  Company  will  no  longer  be required upon  the  closing  of  the  SUN
Transaction.

(b)   dividends on such shares are payable in cash; provided, however, under
certain  specified  circumstances such dividends may be paid  in  additional
shares of Series I Stock;

(c)   such shares are entitled to a liquidation preference of $100 per share
plus  an  amount equal to accrued and unpaid dividends on such share,  which
liquidation  preference is senior in priority to the Company's common  stock
and to all other shares of Preferred Stock currently outstanding;
(d)  subject to certain specified restrictions, such shares are convertible,
at  the  holder's  option, at any time, into that number of  shares  of  the
Company's  common stock equal to (i) the liquidation preference  divided  by
$3.25,  which  amount  is  subject  to adjustment  under  certain  specified
circumstances;

(e)   such  shares are convertible, at the Company's option,  in  accordance
with  the conversion methodology summarized in paragraph (d) above,  if  (i)
the  last sale price of the Company's common stock exceeded $3.90 for twenty
consecutive  trading  days  and (ii) a buyer is contractually  committed  to
purchase  (x)  for at least $3.90 per share, at least 50% of the  shares  of
common stock into which the outstanding Series I are then convertible or (y)
for  at  least  $3.50 per share, at least 75% of the shares of common  stock
into which the outstanding shares of Series I are then convertible;

(f)   such  shares  are non-voting shares except as to  matters  that  would
adversely  affect  the  Series I Stock and except as to  any  other  matters
which, pursuant to applicable law, holders of such shares may be entitled to
vote; and

(g)   to  the  extent that there are not a sufficient number  of  authorized
shares  of the Company's common stock to allow for a conversion of Series  I
into  shares of common stock as described above (after taking into  account,
among  other  things, (x) the number of options, warrants and other  similar
rights  outstanding and (y) 135% of the maximum number of shares  of  common
stock  the Company may be required to issue on conversion of all the  shares
of  each  series of preferred stock then outstanding), then, to that extent,
the   Series   I  is  convertible  into  shares  of  Series  J   Convertible
Participating Preferred Stock of the Company (the "Series J") at the rate of
one share of Series J for each 100 shares of common stock.

The principal terms of the Series J are as follows:

(a)   holders  of such shares are entitled to receive a dividend  per  share
equal to 100 times the dividend that is paid by the Company with regard to a
share of common stock of the Company;

(b)   such  shares are entitled to a liquidation preference of $1 per  share
plus  an  amount equal to accrued and unpaid dividends on such share,  which
liquidation preference is senior in priority to the Company's common  stock,
and,  after the holders of common stock have received $0.01 per share,  such
shares  of Series J are further entitled to receive an amount equal  to  100
times  the amount per shares in excess of that $0.01 received by the holders
of the common stock;

(c)  subject to certain specified restrictions, such shares are convertible,
at  the  holder's  option,  at any time, in that number  of  shares  of  the
Company's common stock equal to (i) 100 shares of common stock, which amount
is subject to adjustment under certain specified circumstances;

(d)  such shares are voting shares and holders thereof shall be entitled  to
vote together with the holders of common stock, voting as a single class, on
all  matters presented for a vote of the holders of common stock, which each
share of Series J being entitled to 100 times the number of votes to which a
share of common stock is entitled; and

(e)  the Series J (i) rank prior to the shares of common stock to the extent
specifically provided in the Certificate of Designations, Powers, Rights and
Preferences of the Series J, and in all other respects, rank on parity  with
the common stock, (ii) are on parity with the shares of Series A Convertible
Participating  Preferred Stock of the Company and (iii) are,  and  will  be,
junior  to the shares of all other series of preferred stock of the Company,
other  than  series which are expressly designated as ranking  on  a  parity
with, or being junior to, the Series J.

Upon completion of the Series I transaction, Japan Energy Group's beneficial
ownership, on a fully converted basis, increased to 82.9%.

The  completion  of  these  transactions had the  following  effect  on  the
Company's financial statements:

(i) shareholders' equity increased by $39,833,000 as follows:

Reduction of debt                                         $   40,000 
Less:                                                                           
 Par value of shares issued                                       -4
 Reversal of accrued interest on previous                                       
  recapitalizations                                              283
 Accrued interest on remaining Gould indebtedness for the                       
  remaining term of the agreements                              -446
Increase in addtional paid-in capital                     $   39,833 
During  the nine months ended September 29, 1996, options granted to certain
officers  and  employees  of the Company were scheduled  to  expire  if  not
exercised.   However, at the time the options were scheduled to  expire  the
Company's policy on insider trading effectively prevented the officers  from
exercising  the  options.  Accordingly, the Board of Directors  approved  an
extension of the expiration date until January 21, 2000.  The extension  was
treated  as a cancellation of the old options and a grant of new options  in
the  same  amount  at  the  same exercise price.  A  non-cash  non-recurring
compensation  charge  of  $589,000  was  recorded  in  connection  with  the
extension of the expiration date of the stock options.

Item 2
                    Management's Discussion and Analysis
              of Financial Condition and Results of Operations
           for the Three and Nine Months Ended September 28, 1997
       Compared to the Three and Nine Months Ended September 29, 1996

The  following  is  management's discussion and analysis  of  the  financial
condition  and  the  results  of operations of Encore  Computer  Corporation
("Encore"  or  the  "Company") for the three and nine  month  periods  ended
September  28,  1997  compared to the three and  nine  month  periods  ended
September  29, 1996.  The Company's net loss for the three and  nine  months
ended  September  28,  1997  was $16,638,000 and $56,465,000,  respectively,
compared  to  the  net loss for the same periods of 1996 of $19,049,000  and
$49,657,000, respectively.  The decreased loss for the three month period of
1997  compared to the same period in 1996 is due principally to lower  labor
costs,  reduced development material costs and lower commissions due to  the
decline  in  sales.  The increased loss for the nine month  period  of  1997
compared  to  the same period in 1996 is attributable to lower revenues  and
gross  margins as potential customers continue to express concerns over  the
Company's financial condition.

RESULTS OF OPERATIONS:
Total  net sales for the three and nine month periods of 1997 decreased  44%
and  37%,  respectively, to $7,429,000 and $23,116,000 from $13,269,000  and
$36,582,000 for the three and nine month periods of 1996.  International net
sales  declined to $4,281,000 and $12,723,000 for the three and  nine  month
periods  ended September 28, 1997, respectively, representing a decrease  of
52%  and 39% from the three and nine month periods ended September 29, 1996.
International sales for the three and nine months ended September  28,  1997
were  58% and 55%, respectively, of total net sales as compared to  67%  and
57% for the same periods in 1996.

During  the three and nine month periods ended September 28, 1997, equipment
sales decreased $4,724,000 or 55% and $10,252,000 or 47%, respectively, from
the  same  periods  of 1996. Net Storage Product sales were  $1,517,000  and
$3,762,000  for the three and nine month periods ended September  28,  1997,
respectively, including the reversal of $1,154,111 in the nine month period,
associated  with  international  installations  which  have  been  returned,
compared to storage product sales of $3,035,000 and $5,960,000 for the  same
periods  of  1996.   Sales of the Company's real-time products  declined  by
$3,206,000  and  $8,054,000, or 58% and 51%, in the  three  and  nine  month
periods  ended  September 28, 1997, respectively, from the  three  and  nine
month periods ended September 29, 1996.

For the three and nine month periods ended September 28, 1997, service sales
declined  $1,116,000 or 24%, and $3,214,000 or 22%, respectively,  from  the
same  periods  of  1996.  Continued declining service revenues  reflect  the
effect  on  the service business of (i) the Company's prolonged  decline  in
equipment  sales,  (ii) the price competitiveness of the marketplace,  (iii)
the   completion   of  long  running  government  programs  and   subsequent
deinstallation  of  systems and (iv) longer warranty periods  for  equipment
sales required to compete in the storage marketplace.

Cost  of  equipment  sales  for the three and nine  month  periods  of  1997
decreased  56% and 17% from the three and nine month comparable  periods  of
1996, a decrease of $6,078,000 and $3,734,000, respectively, due principally
to  lower  revenues.  As a percentage of net equipment sales, 1997  cost  of
equipment  sales for the three and nine month periods were 126%   and  159%,
respectively, compared to 128% and 101% for the three and nine month periods
of  1996,  respectively.  These increases are the result  of  (i)  continued
heavy  discounting  of  Storage  Products in  an  effort  to  penetrate  the
marketplace, (ii) under utilization of manufacturing capacity, (iii)  higher
warranty  costs associated with the Storage Product and (iv)  the  Company's
policy of not reversing cost of sales on returned equipment.

Cost  of  service sales for the three and nine month periods ended September
28, 1997 decreased from the comparable periods of 1996 by $1,112,000 or 22%,
and  $1,632,000 or 12%.  All service sales are derived from installed  real-
time products and the cost structure within the service department is highly
variable  due  to the utilization of service partners.  While the  real-time
service  business continues to be profitable, service margins  were  reduced
for  investments in various programs and infrastructure necessary to support
the  Storage  Product  line.  For the three and  nine  month  periods  ended
September  28,  1997, this investment was $1,643,000 (46% of service  sales)
and  $4,954,000 (42% of service sales), respectively.  Cost of service sales
associated with real-time services was $2,250,000 (63% of service sales) and
$7,493,000 (64% of service sales) for the three and nine month periods ended
September 28, 1997.

Research  and  development costs for the three and nine month periods  ended
September  28,  1997,  decreased  from the comparable  periods  of  1996  by
$1,411,000  or 18%, and $2,931,000 or 12%, respectively .  The  decrease  in
1997  spending is attributable to lower labor costs and reduced  development
material  costs.   However,  as a percentage  of  net  sales,  research  and
development  expenses were 87% and 90% for the three and nine month  periods
ended September 28, 1997, compared to 59% and 65% for the comparable periods
of  1996.  The Company expects research and development spending in the near
term, to remain relatively constant.

Selling, general and administrative expenses decreased by $1,017,000 or 13%,
and  $2,331,000  or 10% for the three and nine month periods  of  1997  when
compared to 1996.  The decrease is attributable to lower labor costs in  the
administration functions and lower commissions due to the decline in  sales.
As  a  percentage  of  net sales, selling, general and administrative  costs
continue  to  remain high, 91% and 95% for the three and nine  months  ended
September  28,  1997 compared to 58% and 66% for the comparable  periods  of
1996.

Interest  expense for the three and nine month periods ended  September  28,
1997 increased from 1996 levels by $1,113,000 and $2,629,000, reflecting the
Company's higher debt level during 1997 due to the timing and value  of  the
various recapitalizations occurring in both years.

Other expense for the three and nine month periods ended September 28,  1997
increased  $205,000  and $1,110,000 from the same periods  in  1996  due  to
higher foreign exchange losses.

LIQUIDITY AND CAPITAL RESOURCES:
During  the past five years, the Company has incurred significant  operating
losses and has been unable to generate cash flows from operating activities.
Cash used in operating activities for the first nine months of 1997 amounted
to $34,231,000 compared to $50,723,000 for the same period in 1996.

During  the  nine  month  period ended September  28,  1997,  cash  used  in
operating  activities  decreased by $16,492,000 when compared  to  the  nine
month  period  ended  September 29, 1996.  For the nine month  period  ended
September  28, 1997, the net loss, as adjusted for non cash items,  exceeded
the  net  loss  for  the comparable period of 1996 by $12,628,000.  Accounts
receivable    and   inventories   decreased   $6,665,000   and   $5,375,000,
respectively, in the first nine months of 1997, while in 1996,  the  Company
invested  heavily  in  inventories to improve Storage Product  availability,
increasing   inventory  by  $13,181,000.   Accounts  payable   and   accrued
liabilities increased $2,706,000 during  the first nine months of 1997.   In
the  first  nine  months of 1996, accounts payable and  accrued  liabilities
increased $3,042,000.

Expenditures for property and equipment for the nine months ended  September
28,   1997   and   September  29,  1996  were  $1,190,000  and   $5,309,000,
respectively.   Spare  parts  required  to  support  customer  installations
accounted for 89% of total property and equipment spending in the first nine
months  of  1997.   As  of  September  28,  1997,  there  were  no  material
commitments for capital expenditures.

Cash  used  in  operating and investing activities  during  the  nine  month
periods  of  1997  and 1996 was principally offset by cash provided  through
financing  activities  of  $35,946,000 and $57,013,000,  respectively.   The
principal  source of financing has been through various agreements  provided
by  the  Japan  Energy  Group.  As discussed in Notes E and F  of  Notes  to
Condensed  Consolidated Financial Statements, on March 19,  1997,  Gould  as
authorized  by  Japan  Energy Corporation, agreed to cancel  $40,000,000  of
indebtedness  pursuant to their loan agreement (the "Credit  Agreement")  in
exchange for the issuance to Gould of 400,000 shares of the Company's Series
I  Convertible Preferred Stock ("Series I"), as discussed in more detail  in
Note F of Notes to Condensed Consolidated Financial Statements.  The Company
and  Gould  also  agreed to amend the Credit Agreement  to  (i)  reduce  the
maximum  amount  which can be borrowed by the Company  from  $80,000,000  to
$50,000,000,  and (ii) provide that any borrowings in excess of  $41,915,869
(the  principal amount outstanding on March 19, 1997 after giving effect  to
the exchange of indebtedness for shares of Series I) may be made only at the
discretion  of  Gould. Through October 8, 1997 Gould  agreed  to  amend  the
Credit Agreement to increase the maximum amount which can be borrowed by the
Company  to $75,000,000. All borrowings after October 8, 1997 in  excess  of
the  $70,238,933 of indebtedness then outstanding may be made  only  at  the
discretion  of  Gould.   All  borrowings under the  Credit  Agreement,  plus
accrued interest, are due and payable on November 30, 1997.  In the event of
default, the rate of interest to be applied will immediately increase by  an
additional  2%.   As  of  November  10,  1997  the  Company  owed  to  Gould
$75,858,672  under  the  Credit  Agreement,  plus  $17,331,990  in   accrued
interest.

On  July  17, 1997, the Company signed a definitive Asset Purchase Agreement
with Sun Microsystems and Sun Microsystems International, B.V. (collectively
"SUN").   Pursuant to the terms of the Asset Purchase Agreement, Encore  has
agreed  to  sell  to  SUN  substantially all of the assets  associated  with
Encore's storage products business (the "Storage Products Business")  for  a
purchase price of $185 million in cash, of which $150 million is payable  at
closing  and $35 million is payable on July 1, 1998 (the "SUN Transaction").
The  assets  associated with the Company's Storage Products  Business  being
sold  to SUN consist primarily of approximately $5,037,000 of net inventory,
$27,325,000  of  net  book value of property, plant and equipment  including
land  and  buildings located in Fort Lauderdale and Melbourne,  Florida,  as
well  as  approximately  $300,000  of  capitalized  software  purchased  for
internal use.  On July 17, 1997, the Company also executed an agreement with
Gould,  pursuant to which the Company will use a portion of the proceeds  to
be  received  at  the closing to (a) pay the principal amount  of,  and  the
accrued interest on, the Company's indebtedness to Gould (the "Gould Debt"),
which is estimated to be approximately $93.7 million at the time of closing,
and  (b)  redeem the Company's outstanding Preferred Stock, all of which  is
held by Gould and EFI and which has an aggregate liquidation preference over
the Common Stock of $411 million, for $60 million, of which $25 million will
be  paid in cash at the closing of the SUN Transaction and the balance  will
be paid by assigning to Gould the Company's right to receive the $35 million
in  proceeds from Sun on July 1, 1998. The closing of the SUN Transaction is
subject to, among other things, the approval of the Encore shareholders at a
meeting to be held on November 24, 1997.

In  a letter to the Company dated July 17, 1997, Gould confirmed that it was
not obligated to provide any additional financing to Encore but that so long
as  Gould  was convinced that the SUN Transaction would take place,  it  was
likely that Gould would continue to provide financing to Encore but only  to
the  extent  absolutely  necessary  to enable  the  SUN  Transaction  to  be
consummated.   However, if either (i) a meeting of the  Encore  stockholders
for  the  purpose of voting upon the SUN Transaction is held, but  the  vote
required  to approve the transaction is not obtained, or (ii) a  meeting  of
the  Encore  stockholders for the purpose of voting upon the SUN Transaction
is  not  held by November 30, 1997, the letter stated that Gould  would  not
provide  any  financing  to Encore after the day of the  meeting  of  Encore
stockholders (or after November 30, 1997, if the meeting is not held by that
date).  If the vote required to approve the SUN Transaction is not obtained,
the  Company will be unable to continue its normal operations, and will have
no  alternative to liquidation. For a more detailed description of  the  SUN
Transaction and the Gould Agreement, refer to the Company's Definitive Proxy
Statement dated October 31, 1997.

The  Company expects to incur approximately $1,800,000 in legal,  accounting
and  other  fees  and  expenses  associated with  the  Sun  Transaction  and
approximately $22,000,000 in restructuring costs in connection with the  Sun
Transaction and organization and operation of the Company following the  Sun
Transaction.  These restructuring costs include approximately $11,400,000 in
employee  severance  and  outplacement costs, $5,600,000  in  retention  and
incentive  bonuses payable to employees of the Company (including $4,600,000
pursuant to written agreements between the Company and each of approximately
49  employees  and  $1,000,000 to be paid to certain key  employees  in  the
discretion of management), approximately $4,500,000 in connection  with  the
termination  of  certain  office  and  equipment  leases  and  approximately
$500,000 in leasehold improvements at the Company's Fort Lauderdale facility
to  be  leased  from SUN.  After payment of the Gould Debt, indebtedness  to
trade  and  other creditors, SUN Transaction costs, restructuring costs  and
the  portion of the redemption price of the Gould Preferred Stock  which  is
payable   in  cash  at  the  closing,  approximately  $7,100,000  (including
$4,300,000  in cash) are expected by Encore to constitute net proceeds  from
the SUN Transaction, which will be available to Encore as working capital to
fund its operations following the SUN Transaction.

Following  the Sun Transaction, Encore's only active business  will  be  its
real-time business.  However, Encore believes there are opportunities for it
to  use  experience  gained  in developing its real-time  products  and  its
storage  products  to  create software which will enable  various  types  of
standard  computer  hardware  to be operated in  clusters  to  create  large
capacity, high reliability versions of the computer hardware.  The Company's
Board of Directors has begun to study the options which will be available to
Encore  following  the  SUN  Transaction. Those  options  will  include  (i)
continuing, and attempting to expand, its real-time business, (ii)  entering
into  the  business of developing software for clustering various  types  of
computer  hardware using Microsoft's Window NT, or (iii) selling  the  real-
time business and distributing to the Company's common stockholders both the
net  proceeds of the sale of the real-time business and the proceeds of  the
SUN  Transaction which remain after the restructuring costs and payments  to
Gould.   Factors the Board of Directors will consider in deciding  what  the
Company  should  do  will include, among other things, (a)  the  actual  and
projected  revenues and cash flows from continuing and expanding  its  real-
time  business, (b) the anticipated costs of developing clustering software,
(c) the likelihood Encore would be able to distribute clustering software in
a  manner  which  would generate significant revenues and profits,  (d)  the
amount  of  the  proceeds  of the SUN Transaction which  are  likely  to  be
available to support future Encore activities, (e) the Company's ability  to
obtain  debt  or equity financing for future activities, (f) the  price  for
which  Encore's real-time business, and possibly other technology  owned  by
Encore,  could be sold and (g) any other factors which, in the  judgment  of
the Company's Board of Directors, may bear upon what future course is likely
to be most beneficial to the Company and its stockholders.

                         Part II - Other Information
                                      
                                      
                                      
                                      
Item 4.  Submission of Matters to a Vote of Security Holders
Item 6.  Exhibits and Reports on Form 8-K
   (a)   Exhibits required by Item 601 of Regulation S-K
   
         Exhibit No. 11 - Statement re:  computation of per share earnings.
         See page 23.
      
         Exhibit  No. 27 - Financial Data Schedule.  See page 24.
      
   (b)   Reports on Form 8-K
         No reports on Form 8-K were filed by the Company during the quarter
         ended September 28, 1997.
      
      
                                      
                                      
                                      
                         Encore Computer Corporation
      
      
      
      
      
                                 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.

Encore Computer Corporation


                          _________________             _______________
Date:  November 12, 1997  KENNETH G. FISHER             EDWARD J. BAKER
                          Chairman  of the Board        Corporate Controller
                          and Chief Executive Officer   Secretary
                                                        Chief Accounting Officer