<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

 X         Quarterly Report Pursuant to Section 13 or 15(d) of
---
           The Securities Exchange Act of 1934

           For the Quarterly Period Ended September 30, 2002

                                       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 Number: 0-13576

                           ENCORE COMPUTER CORPORATION
                           ---------------------------
             (Exact Name of Registrant as Specified in its Charter)

               Delaware                                04-2789167
---------------------------------------  ---------------------------------------
       (State of Incorporation)           (IRS Employer Identification No.)

34929 Curtis Boulevard Eastlake, Ohio                   44095
---------------------------------------  ---------------------------------------
(Address of Principal Executive Offices)             (Zip Code)


       Registrant's Telephone Number, Including Area Code: (440) 953-5170

           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. Yes  X    No ____
                                              ---

On November 12, 2002 the registrant had 80,746,722 outstanding shares of common
stock, par value $.01 per share.

                                     Page 1

<PAGE>

                           ENCORE COMPUTER CORPORATION

                                      INDEX

<TABLE>
<CAPTION>
PART I.       FINANCIAL INFORMATION
                                                                                   Page Number
<S>                                                                                <C>
Item 1. Financial Statements

        Condensed Consolidated Statement of Net Assets in Liquidation                   3
        Condensed Consolidated Statement of Changes in Net Assets in Liquidation        4
        Notes to Condensed Consolidated Financial Statements                            5

Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations                                          12

Item 3. Quantitative and Qualitative Disclosures About Market Risk                     13

Item 4. Controls and Procedures                                                        13


PART II.      OTHER INFORMATION

Item 1. Legal Proceedings                                                              14

Item 4. Submission of Matters to a Vote of Security Holders                            14

Item 5. Other Information                                                              14

Item 6. Exhibits and Reports on Form 8-K                                               15

Signatures                                                                             17

Certifications pursuant to Section 302 of the
   Sarbanes-Oxley Act of 2002                                                          18
</TABLE>

                                     Page 2

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                           ENCORE COMPUTER CORPORATION

          CONDENSED CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION
                        (In thousands, Except Share Data)

<TABLE>
<CAPTION>
                                                             September 30,   December 31,
                                                                    2002        2001
                                                                    ----        -----

                                                                      (Unaudited)
<S>                                                          <C>             <C>
ASSETS
         Cash and cash equivalents                           $      2,977    $      3,291
                                                             ------------    ------------
                  Total assets                               $      2,977    $      3,291
                                                             ============    ============


LIABILITIES AND NET ASSETS IN LIQUIDATION
         Accounts payable and accrued liabilities            $         57    $        433
                                                             ------------    ------------
                  Total current liabilities                            57             433

Net assets in liquidation                                           2,920           2,858
                                                             ------------    ------------

                  Total liabilities and net assets
                     in liquidation                          $      2,977    $      3,291
                                                             ============    ============


Number of Common Shares outstanding                            80,746,722      80,746,722
                                                             ============    ============

Net assets in liquidation per Common Share                   $       .036    $       .035
                                                             ============    ============
</TABLE>

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

                                     Page 3

<PAGE>

                           ENCORE COMPUTER CORPORATION

            CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
                           IN LIQUIDATION (Unaudited)

                                 (In thousands)

<TABLE>
<CAPTION>
                                        Three Months Ended             Nine Months Ended
                                        ------------------             -----------------
                                 Sept. 30, 2002  Sept. 30, 2001  Sept. 30, 2002  Sept. 30, 2001
                                 --------------  --------------  --------------  --------------
<S>                              <C>             <C>             <C>             <C>
Net assets in liquidation
  at beginning of period            $2,908          $2,588          $2,858          $2,520

         Interest income                12              27              36              95

         Other adjustments               0             227              26             227
                                    ------          ------          ------          ------
Net assets in liquidation
  at end of period                  $2,920          $2,842          $2,920          $2,842
                                    ======          ======          ======          ======
</TABLE>

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

                                     Page 4

<PAGE>

ENCORE COMPUTER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A.       Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Encore Computer Corporation, founded in 1983, designed, manufactured,
distributed and supported scalable real-time data systems and advanced
clustering technologies. Headquartered in Fort Lauderdale, Florida, the company
had sales offices and distributors in the United States, Canada, Europe, and the
Far East.

Significant Accounting Policies

The condensed consolidated financial statements include the accounts of Encore
Computer Corporation and its subsidiaries (collectively, "Encore" or the
"Company"). All material intercompany balances and transactions have been
eliminated in consolidation.

The accompanying condensed consolidated financial statements are unaudited and
have been prepared by Encore in accordance with accounting principles generally
accepted in the United States. Certain information and footnote disclosures
normally included in the Company's annual consolidated financial statements have
been condensed or omitted. These condensed consolidated financial statements
should be read in conjunction with the audited consolidated financial statements
for the year ended December 31, 2001.

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 interim periods. All adjustments made during
the interim periods are normal recurring adjustments. The year end condensed
statement of net assets in liquidation data is derived from audited financial
statements but does not include all disclosures required by accounting
principles generally accepted in the United States.

Intention of Liquidation

During fiscal 1997, Encore sold substantially all of its storage products
business assets to Sun Microsystems, Inc. ("Sun"). Furthermore, during fiscal
1998, the Company sold its real-time computer systems business to Gores
Technology Group. After these transactions, management contemplated that the
Company would be liquidated. However, because of a provision of the agreements
relating to Encore's sale of its storage products business to Sun, Encore's
stockholders could not vote on the liquidation of Encore at the meeting on
September 11, 1998, at which they approved the sale of the real-time computer
systems business. The Board of Directors terminated the employment of the
Company's President on September 30, 1998 and the employment of the Company's
Chief Executive Officer on November 24, 1998 in view of the fact that the
Company no longer had any active business.

                                     Page 5

<PAGE>

The Company's staff was reduced to its General Counsel, who took the position of
President, its Chief Financial Officer, its Vice President of Human Resources
(who continued to be involved in employee compensation matters arising out of
the sales of the storage products and the real-time computer systems businesses)
and a few clerical and administrative employees.

The Company also moved its offices to a substantially smaller space, which it
occupied under a short-term lease. Those offices were closed on or about June
30, 1999, and the Company's further activities are conducted in space provided
by Gould Electronics Inc. ("Gould") in Eastlake, Ohio. Since Management expected
that liquidation of the Company would occur, the Company adopted the liquidation
basis of accounting as of December 31, 1998 and for all periods subsequent to
December 31, 1998.

See Note F for a discussion of the resolution of the litigation and the
dissolution and liquidation of the Company. Based on the court-approved
settlement of the litigation, no assets will remain after payments pursuant to
the settlement agreement.

Under the liquidation basis of accounting, assets are stated at their estimated
net realizable value and liabilities are stated at their estimated amounts.

The valuation of assets and liabilities necessarily requires many estimates and
assumptions, and there are substantial uncertainties in liquidating the Company.
The valuations presented in the accompanying Statement of Net Assets in
Liquidation represent estimates, based on present facts and circumstances, of
the estimated realizable values of assets, estimated liabilities and estimated
costs associated with carrying out the liquidation of the Company. The actual
values and costs could be higher or lower than the amounts recorded as of
September 30, 2002.

Accounts payable and accrued liabilities as of September 30, 2002 include
estimates of costs to be incurred in carrying out the liquidation of the
Company. The actual costs could vary significantly from the related provisions
due to uncertainty related to the length of time required to liquidate the
Company and complexities and contingencies. See Note F for additional
information regarding future liquidation costs.

                                     Page 6

<PAGE>

B.   Asset Purchase Agreement with Sun Microsystems

On November 24, 1997, the Company sold substantially all the assets associated
with its storage products business to Sun Microsystems, Inc. ("Sun"). The Asset
Purchase Agreement under which the transaction took place contemplated that Sun
would pay $185 million for the storage products business, of which $150 million
would be paid in cash at the closing and $35 million would be paid on July 1,
1998, subject to Sun's right to make offsets against the second payment. In
fact, because of certain closing adjustments, Sun paid Encore $151,168,227 at
the closing.

In connection with the sale of Encore's storage product business to Sun, Gould
also entered into an agreement with Sun under which Gould guaranteed most of
Encore's obligations under the Asset Purchase Agreement between Encore and Sun,
agreed to provide whatever funds were necessary to ensure that Encore would not
become insolvent within one year after the closing of the transaction with Sun,
and indemnified Sun against any losses Sun might incur if the sale of Encore's
storage products business to Sun were challenged in an insolvency proceeding
relating to Encore commenced within two years after the closing.

Shortly before July 1, 1998, Sun asserted claims against Encore totaling
$9,692,000. Because of that, on July 1, 1998, Sun paid only $25,308,000 of the
$35,000,000 which was due on that date. On July 16, 1999, Sun and Encore entered
a Settlement Agreement and Mutual Release pursuant to which Sun paid $2,500,000
to Gould as a settlement for the receivable and Sun released these claims. Sun
did not release Gould's other indemnification obligations related to Encore's
obligations under the Asset Purchase Agreement.

On November 24, 1997, Gould held (i) notes, secured by all of Encore's assets,
under which Encore owed Gould $93.55 million for money Encore had borrowed from
Gould plus unpaid interest, and (ii) convertible preferred stock of Encore with
a liquidation preference totaling $411 million, which Encore had issued to Gould
between 1991 and 1996 in exchange for cancellation of indebtedness for money
Encore had borrowed from Gould and interest on those borrowings. In addition,
Gould held approximately 48.44% of Encore's common stock, which Gould had
obtained as part of the consideration for the sale of its Computer Systems
Division to Encore in 1989 or through conversion of convertible preferred stock.
In connection with the sale of Encore's storage products business to Sun, Encore
and Gould agreed that Encore would redeem all the convertible preferred stock
which Gould held for $60 million, of which $25 million was to be paid at the
closing of the Sun transaction, and the balance was to be satisfied with the
second payment due from Sun. In addition, Gould agreed that if it received the
entire $35 million by July 31, 1998, Gould would waive its right to receive
additional shares of preferred stock with a liquidation preference of
approximately $43 million, which were due to it as past-due dividends on the
convertible preferred stock which was being redeemed.

Finally, Gould agreed that if Encore were liquidated before November 24, 1999,
Gould would waive any right it had as a holder of Encore's common stock with
regard to the first $30 million of liquidating distributions made to Encore's
common stockholders.

                                     Page 7

<PAGE>

Because Sun withheld $9,692,000 of the payment due on July 1, 1998, Encore
remained obligated to Gould in that amount and had to either pay that amount to
Gould out of its own funds by July 31, 1998 or issue to Gould the over-due
dividend shares of convertible preferred stock, which had a liquidation
preference of $42,678,400. However, in order to give Encore more time to attempt
to resolve Sun's claims, Gould agreed that if Encore issued those dividend
shares to it, Gould would give Encore the option to repurchase the dividend
shares on or before July 31, 1999 for an amount equal to the balance of the
$9,692,000 which remained unpaid ($7,192,000 after the payment of $2,500,000
received on July 16, 1999) plus interest at 8.5% per annum from August 1, 1998.
Encore then issued the dividend shares to Gould. On July 31, 1999, Gould
extended Encore's option to repurchase the dividend shares to October 30, 1999;
Gould subsequently extended Encore's option to December 15, 1999, when it
expired.

On December 30, 1999, the Company paid $7,192,000 to Gould to settle its
obligation for the amounts withheld by Sun, and Gould, among other things,
agreed to convert the dividend shares into common stock and agreed that if
Encore were liquidated before November 24, 2000, Gould would waive any right it
had as a holder of Encore's common stock with regard to the first $30 million of
liquidating distributions made to Encore's common stockholders. Additionally,
Gould agreed to indemnify Encore for any obligations it might incur to indemnify
its current and future directors, up to a total of $7,192,000. On January 20,
2000, Gould converted its convertible preferred stock to 13,295,815 shares of
common stock.

                                     Page 8

<PAGE>

C.       Sale to Gores Technology

When the Company completed the sale of its storage products business, the Board
of Directors decided that, at least until the Board's January 1998 meeting, the
Company should (a) explore the possibility of attempting to develop and market
clustering software related to Windows NT(R) and (b) explore the feasibility of
the Company's continuing, and attempting to expand, its real-time computer
systems business. In January 1998, the Board of Directors (i) decided the
Company should discontinue its efforts to develop clustering software relating
to Windows NT and (ii) authorized the Company to retain an investment banker to
try to find a purchaser for the real-time computer systems business.

On March 2, 1998, the Company signed a non-binding letter of intent to sell its
real-time computer systems business to Gores Technology Group ("Gores") for
approximately $5.5 million, based on an estimated December 31, 1997 balance
sheet for that business. On June 4, 1998, the Company and Gores entered into a
definitive agreement for the Company to sell the real-time business to Gores for
$3 million in cash. The reduction in price from that contemplated in the letter
of intent reflected operating results during the first quarter of 1998 and
differences between the estimated December 31, 1997 balance sheet and the actual
balance sheet at March 29, 1998.

At the same time the Company entered into the agreement to sell its real-time
computer systems business to Gores, the Company entered into a management
agreement under which Gores took over management of the real-time computer
systems business, retaining any positive cash flow and bearing any negative cash
flow, but receiving a management fee of $100,000 per month, which was to be
refunded to Encore upon closing of the sale of the real-time computer systems
business to Gores. Encore provided a $2 million line of credit to Gores to fund
its operation of the real-time computer systems business until the closing.

The sale of the real-time computer systems business to Gores was approved by the
Company's stockholders on September 11, 1998, and the transaction was completed
on January 6, 1999. At the closing of the sale, the Company received $2,750,000
(with the additional $250,000 set off against the purchase price to resolve an
alleged breach of indemnity claim) and the parties agreed to resolve shortly
after the closing disputed items relating to the sale, including the amounts due
to Encore under the management agreement and the line of credit, and certain
other indemnity claims by Gores. On August 10, 2000, the Company reached an
agreement in principle to resolve such items. In connection with the agreement,
Encore and Gores agreed to reduce the principal balance of the receivable by (1)
$96,000 relating to an uncollectible note receivable purchased by Gores in the
acquisition of the real-time business and (2) $150,000 for expenses incurred in
the negotiation of this settlement. As a result, the receivable balance due to
Encore was $2,979,000.

                                     Page 9

<PAGE>

In order to reduce this balance, Gores agreed to make payments on Encore's
behalf relating to the closing of certain foreign offices. Such payments
included lease termination fees and payment of taxes. During fiscal 1999, Gores
paid $35,000 relating to the termination of Encore's Belgium office lease. As a
result, the outstanding balance of the receivable was $2,944,000 as of December
31, 1999.

Subsequent to December 31, 1999, Gores paid approximately $1,845,000 relating to
lease termination costs and a tax settlement. After these payments, the
receivable balance amounted to $1,098,000. Gores agreed to make cash payments
for the remainder of the receivable balance. In August and October 2000, Encore
received payments totaling $500,000 toward the receivable balance. In February
2001, the Company received the remaining $598,000 plus an additional $16,000.

D.       Accounts Payable and Accrued Liabilities

During the three months ended September 30, 2002, the Company paid $260,000 of
previously accrued liquidation costs as follows:

     Legal fees                    $  50,000
     Stock record keeping              6,000
     Gould                           201,000
     Other                             3,000
                                   ---------
                                   $ 260,000
                                   =========

The payment to Gould covered administrative services for the period July 1, 1999
through June 30, 2002.

                                     Page 10

<PAGE>

E. Other Adjustments

During the three months and nine months ended September 30, 2002, the Company
received $0 and $45,000, respectively, for various refunds and reimbursements of
amounts previously paid.

F.       Litigation

Shortly before the Sun Transaction was closed, shareholders of the Company
brought a derivative suit in the Delaware Chancery Court against Gould and the
Company's then directors, C. David Ferguson, Robert Fedor, Rowland Thomas and
Kenneth Fisher. Three similar shareholder suits were also filed and all four
suits were consolidated as Civil Action #16044, In Re Encore Computer
Corporation Shareholders Litigation. The shareholders filed an amended complaint
adding directors Michael Veysey and Thomas Rich as defendants and eliminating
the Company as other than a nominal defendant. The defendants moved for summary
judgment and that motion was granted on June 16, 2000. Two of the plaintiffs
filed a notice of appeal in the Delaware Supreme Court. Although not a party to
the litigation, the Company was obligated to indemnify its officers and
directors against liability for matters such as those which are the subject of
the litigation. On July 6, 2001, the parties reached a proposed settlement that,
upon court approval, would have provided for a repurchase by the Company and
redistribution to class members of the defendants' common stock holdings in the
Company and the individual defendants' resignation from their positions with the
Company in favor of the plaintiffs' nominees. At a hearing on October 12, 2001,
the court did not grant its approval to the proposed settlement. Attorneys for
parties to the lawsuit and for two shareholders who objected to the settlement
(the Objectors) reached an agreement to resolve the litigation and the
Objectors' contentions. The new settlement agreement, which was signed on July
29, 2002, was approved by the court on October 2, 2002 and became final on
November 1, 2002. Under the settlement, the Company will be dissolved; $2.1
million (less certain attorneys' fees and expenses) will be distributed to
current shareholders, including the defendant shareholders other than Gould; a
fund of up to $100,000 will be set aside for certain claims of former
shareholders; the balance of the Company's distributable assets will be
distributed to Gould; and all claims would be dismissed and released as to the
defendants and their privies. After all of the payments are made pursuant to the
settlement, the Company will have no remaining assets and will be dissolved.
Gould has agreed to pay, out of its settlement proceeds, any other fees and
expenses of the Company relating to the dissolution and liquidation and any
claims timely filed by any creditors of the Company and shall also receive any
unclaimed portion of the $100,000 fund set aside for the former shareholders.
The dissolution and liquidation of the Company have been approved unanimously by
the Board of Directors of the Company and by shareholders of the Company,
including the Objectors and the defendants, who collectively hold more than 75%
of the outstanding common stock of the Company, by a written consent.

                                     Page 11

<PAGE>

A pro forma statement of net assets in liquidation reflecting the settlement
follows:

                                                                 Sept. 30, 2002
                                                                 --------------
                                                                   (Pro forma)
                                                                 (In Thousands)

   Cash and equivalents                                          $2,977
                                                                 ======

   Liabilities
      Amounts due pursuant to the settlement agreement:
          Current shareholders other than Gould                  $2,020
          Cash reserve for former shareholders                      100
          Fees awarded to plaintiffs' and objectors' counsel         80
          Gould                                                     777
                                                                 ------

   Total liabilities                                              2,977
                                                                 ------

   Net assets in liquidation                                     $   -0-
                                                                 ------


Item 2.       Management's Discussion and Analysis of Financial Condition and
              Results of Operations

The Company has conducted no business operations since December 31, 1998.

The Company's financial statements are presented on a liquidation basis. See
Management's Discussion and Analysis of Financial Condition and Results of
Operations in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001.

As of September 30, 2002, the amount of each significant component of net assets
in liquidation is as follows:

                                                           Amount (In Thousands)
                                                           ---------------------

   Assets
          Treasury bills                                         $2,862
          Money market funds                                         89
          Checking account                                           26
                                                                 ------
                                                                 $2,977

   Liabilities
          Estimated legal costs                                  $   37
          Auditor fees                                               10
          Miscellaneous (record storage, printing,
            stock record keeping, etc.)                              10
                                                                 ------
                                                                 $   57

                                     Page 12

<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not applicable.



Item 4.  Controls and Procedures

Our President and Treasurer have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures within 90 days of the filing
date of this quarterly report, and, based on such evaluation, our President and
Treasurer have concluded that these controls and procedures are effective. There
were no significant changes in our internal controls or in other factors that
could significantly affect these controls subsequent to the date of such
evaluation.

Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our President and Treasurer, as
appropriate to allow timely decisions regarding required disclosure.

                                    Page 13

<PAGE>

PART II          OTHER INFORMATION

Item 1.          Legal Proceedings

No legal proceedings were filed against the Company during the quarter ended
September 30, 2002. See Note F to Condensed Consolidated Financial Statements
for information regarding the settlement of the shareholders' litigation.

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

In connection with the settlement of the shareholders' litigation, stockholders
holding more than 75% of the outstanding shares of Common Stock executed a
written consent approving the dissolution and liquidation of the Company
conditioned upon court approval which was obtained on October 2, 2002. The terms
of the settlement and matters related to the dissolution and liquidation of the
Company are described in an Information Statement filed with the Securities and
Exchange Commission which was mailed to the Company's shareholders.

Item 5.          Other Information

In November 1997, shareholders of the Company brought a derivative suit in the
Delaware Chancery Court against Gould and the Company's then directors, C. David
Ferguson, Robert Fedor, Rowland Thomas and Kenneth Fisher. Three similar
shareholder suits were also filed and all four suits were consolidated as Civil
Action #16044, In Re Encore Computer Corporation Shareholders Litigation. The
shareholders filed an amended complaint adding directors Michael Veysey and
Thomas Rich as defendants and eliminating the Company as other than a nominal
defendant. The defendants moved to dismiss the lawsuit and that motion was
granted on June 16, 2000. Two of the plaintiffs filed a notice of appeal in the
Delaware Supreme Court. Although not a party to the litigation, the Company was
obligated to indemnify its officers and directors against liability for matters
such as those which are the subject of the litigation.

On July 6, 2001, the parties reached a proposed settlement that, upon court
approval, would have provided for a repurchase by the Company and redistribution
to class members of the defendants' common stock holdings in the Company and the
individual defendants' resignation from their positions with the Company in
favor of the plaintiffs' nominees. At a hearing on October 12, 2001, the court
did not grant its approval to the proposed settlement.

Attorneys for parties to the lawsuit and for two shareholders who objected to
the settlement (the Objectors) reached an agreement to resolve the litigation
and the Objectors' contentions. The new settlement agreement, which was signed
on July 29, 2002, was approved by the court on October 2, 2002 and became final
on November 1, 2002. Under the settlement, the Company will be dissolved; $2.1
million (less certain attorneys' fees and expenses) will be distributed to
current shareholders, including the defendant shareholders other than Gould; a
fund of up to $100,000 will be set aside for certain claims of former
shareholders; the balance of the

                                     Page 14

<PAGE>

Company's distributable assets will be distributed to Gould; and all claims
would be dismissed and released as to the defendants and their privies. After
all of the payments are made pursuant to the settlement, the Company will have
no remaining assets and will be dissolved. Gould has agreed to pay, out of its
settlement proceeds, any other fees and expenses of the Company relating to the
dissolution and liquidation and any claims timely filed by any creditors of the
Company and shall also receive any unclaimed portion of the $100,000 fund set
aside for the former shareholders. The dissolution and liquidation of the
Company have been approved unanimously by the Board of Directors of the Company
and by shareholders of the Company, including the Objectors and the defendants,
who collectively hold more than 75% of the outstanding common stock of the
Company, by a written consent.

Item 6.     Exhibits and Reports on Form 8-K

       (a)  Exhibits required by Item 601 of Regulation S-K

            The following exhibits are filed as part of this report:

       (3)  Articles of Incorporation and Bylaws:

            *(a)  Certificate of Incorporation of the Company dated May 2, 1983
            *(b)  Certificate of Amendment of Certificate of Incorporation of
                  the Company dated July 12, 1983
            *(c)  Certificate of Amendment of Certificate of Incorporation of
                  the Company dated January 13, 1984
            *(d)  Certificate of Amendment of Certificate of Incorporation of
                  the Company dated April 1, 1984
            *(e)  Certificate of Amendment of Certificate of Incorporation of
                  the Company dated February 8, 1985
            *(f)  Certificate of Amendment of Certificate of Incorporation of
                  the Company dated April 10, 1987
            *(g)  Certificate of Amendment of Certificate of Incorporation of
                  the Company dated May 31, 1990
            *(h)  Certificate of Amendment of Certificate of Incorporation of
                  the Company dated June 18, 1991
            *(i)  Certificate of Amendment of Certificate of Incorporation of
                  the Company dated September 30, 1993
            *(j)  Certificate of Amendment of Certificate of Incorporation of
                  the Company dated August 8, 1995
            *(k)  Bylaws of the Company

       *(4) Instruments defining the Rights of Encore's Equity Security Holders:

            The rights of Encore's equity security holders are defined in
            Article 1 of the Company's Bylaws (see Exhibit 3(k)).

                                    Page 15

<PAGE>

     (10)     Material Contracts:

          **(a)    Information Statement and Notice of Pendency of Class Action,
                   Proposed Settlement of Class Action, and Settlement hearing.

          **(b)    Stipulation and Agreement of Compromise, Settlement and
                   Release dated as of July 29, 2002.


              (99) Additional Exhibits:

                   (1) President's certification pursuant to Section 906 of the
                       Sarbanes-Oxley Act of 2002.

                   (2) Treasurer's certification pursuant to Section 906 of the
                       Sarbanes-Oxley Act of 2002.


     (b)      Reports on Form 8-K

              No reports on Form 8-K were filed by the Company during the
              quarter ended September 30, 2002.

*    Incorporated by reference to the corresponding exhibit number of the
     Registrant's Current Report on Form 10-Q/A for the quarter ended June 30,
     2002.

**   Incorporated by reference to the Registrant's Schedule 13E-3 filed on
     August 30, 2002.

                                     Page 16



<PAGE>

                           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 thereunto duly authorized.

Encore Computer Corporation

Date:    November 12, 2002




/s/ Michael C. Veysey                 /s/ Thomas N. Rich
--------------------------          ------------------------------------
Michael C. Veysey                   Thomas N. Rich
President                           Treasurer (Principal Accounting Officer)

                                     Page 17


<PAGE>


                   CERTIFICATION ACCOMPANYING PERIODIC REPORT
                             PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002
                                (18 U.S.C. 1350)

I, Michael C. Veysey, President, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Encore Computer
     Corporation;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

                                     Page 18

<PAGE>


6.       The registrant's other certifying officer and I have indicated in this
         quarterly report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Date:    November 12, 2002                     /s/ Michael C. Veysey
                                              ---------------------------------
                                              Michael C. Veysey
                                              President

                                    Page 19

<PAGE>

                   CERTIFICATION ACCOMPANYING PERIODIC REPORT
                             PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002
                                (18 U.S.C. 1350)

I, Thomas N. Rich, Treasurer (Principal Accounting Officer), certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Encore Computer
      Corporation;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c)    presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

                                     Page 20

<PAGE>


6.     The registrant's other certifying officer and I have indicated in this
       quarterly report whether there were significant changes in internal
       controls or in other factors that could significantly affect internal
       controls subsequent to the date of our most recent evaluation, including
       any corrective actions with regard to significant deficiencies and
       material weaknesses.

Date:  November 12, 2002               /s/ Thomas N. Rich
                                      ---------------------------------------
                                      Thomas N. Rich
                                      Treasurer
                                      (Principal Accounting Officer)

                                     Page 21

<PAGE>

                               INDEX TO EXHIBITS

EXHIBIT NO.                      DESCRIPTION
-----------                      -----------

  3                 Articles of Incorporation and Bylaws:

    *(a)        Certificate of Incorporation of the Company dated May 2, 1983

    *(b)        Certificate of Amendment of Certificate of Incorporation
                  of the Company dated July 12, 1983

    *(c)        Certificate of Amendment of Certificate of Incorporation
                  of the Company dated January 13, 1984

    *(d)        Certificate of Amendment of Certificate of Incorporation
                  of the Company dated April 1, 1984

    *(e)        Certificate of Amendment of Certificate of Incorporation
                  of the Company dated February 8, 1985

    *(f)        Certificate of Amendment of Certificate of Incorporation
                  of the Company dated April 10, 1987

    *(g)        Certificate of Amendment of Certificate of Incorporation
                  of the Company dated May 31, 1990

    *(h)        Certificate of Amendment of Certificate of Incorporation
                  of the Company dated June 18, 1991

    *(i)        Certificate of Amendment of Certificate of Incorporation
                  of the Company dated September 30, 1993

    *(j)        Certificate of Amendment of Certificate of Incorporation
                  of the Company dated August 8, 1995

    *(k)        By-laws of the Company

    *(4)        Instruments defining the Rights of Encore's Equity Security
                Holders:

                  The rights of Encore's equity security holders are defined in
                  Article 1 of the Company's Bylaws (see Exhibit 3(k)).

    (10)                             Material Contracts:

    **(a)         Information Statement and Notice of Pendency of Class Action,
                  Proposed Settlement of Class Action, and Settlement hearing.
    **(b)         Stipulation and Agreement of Compromise, Settlement and
                  Release dated as of  July 29, 2002.

    (99)           Additional Exhibits:

          (1)          President's certification pursuant to Section 906 of the
                       Sarbanes-Oxley Act of 2002.

          (2)          Treasurer's certification pursuant to Section 906 of the
                       Sarbanes-Oxley Act of 2002.

--------------------
*   Incorporated by reference to the corresponding exhibit number of the
    Registrant's Current Report on Form 10-Q/A for the quarter ended June 30,
    2002.
**  Incorporated by reference to the Registrant's Schedule 13E-3 filed on August
    30, 2002.