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 April 2, 2000

                                       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 [ ] No [X]

On December 21, 2000 the registrant had 80,746,722 outstanding shares of common
stock, par value $.01 per share.

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<PAGE>
                           ENCORE COMPUTER CORPORATION



                                      INDEX

PART I.           FINANCIAL INFORMATION

                                                                     Page Number

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                          10


PART II.          OTHER INFORMATION

Item 1. Legal Proceedings                                                 11

Item 6. Exhibits and Reports on Form 8-K                                  11

Signatures                                                                12


                                     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)

                                                     April 2,    December 31,
                                                       2000         1999
                                                    -----------  -----------
                                                    (Unaudited)
ASSETS
         Cash and cash equivalents                  $     3,657  $     3,637
         Due from Gores                                   2,681        2,944
         Other assets                                       442          453
                                                    -----------  -----------
                  Total assets                      $     6,780  $     7,034
                                                    ===========  ===========


LIABILITIES AND NET ASSETS IN LIQUIDATION
         Accounts payable and accrued liabilities   $     4,541  $     5,000
                                                    -----------  -----------
                  Total current liabilities               4,541        5,000

Net assets in liquidation                                 2,239        2,034
                                                    -----------  -----------

                  Total liabilities and net assets
                     in liquidation                 $     6,791  $     7,034
                                                    ===========  ===========


Number of Preferred Shares outstanding                      -0-      432,114
                                                    ===========  ===========

Number of Common Shares outstanding                  80,746,722   67,450,907
                                                    ===========  ===========

Net assets in liquidation per Preferred Share              $-0-  $      4.71
                                                    ===========  ===========

Net assets in liquidation per Common Share          $       .03  $      0.00
                                                    ===========  ===========



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

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<PAGE>
                           ENCORE COMPUTER CORPORATION

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

                                 (In thousands)




                                                          Three Months Ended
                                                        April 2,      March 28,
                                                          2000          1999
                                                        --------      ---------



Net assets in liquidation at beginning of period        $ 2,034        $(2,988)

         Interest income                                     43            135

         Other adjustments                                  162            -0-
                                                        -------        -------


Net assets in liquidation at end of period              $ 2,239        $(2,853)
                                                        =======        =======

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

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<PAGE>
ENCORE COMPUTER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


A.       Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations
The Company conducted no business operations after December 31, 1998.

Significant Accounting Policies
The condensed consolidated financial statements include the accounts of Encore
Computer Corporation and subsidiaries ("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 generally accepted accounting
principles. 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, 1999.

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 generally accepted
accounting principles.

Intention of Liquidation
During fiscal 1997, Encore Computer Corporation sold substantially all of its
assets to Sun Microsystems, Inc. ("Sun"). Furthermore, during fiscal 1998, the
Company sold its real-time computer systems business to Gores Technology Group
("Gores"). 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. 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 June 30,
1999, and the Company's further activities are conducted in space provided by
Gould Electronics Inc. ("Gould") in Eastlake, Ohio. Management expects that
liquidation of the Company will occur. As a result, the Company has adopted the
liquidation basis of accounting as of December 31, 1998 and for all periods
subsequent to December 31, 1998.

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The assets of the Company available for distribution to shareholders on
liquidation of Encore would be (i) the Company's assets, less its liabilities,
at April 2, 2000, plus or minus (ii) any sum by which the amount received from
Gores is greater or less than the carrying value on the Company's April 2, 2000
Statement of Net Assets in Liquidation, plus or minus (iii) any amount by which
costs related to the sale of the Company's businesses are less or greater than
the accruals for them on the April 2, 2000 Statement of Net Assets in
Liquidation, plus or minus (iv) any amounts by which the costs of liquidation
and costs related to contingent liabilities, including pending litigation, are
less or greater than the reserves reflected on the April 2, 2000 Statement of
Net Assets in Liquidation, minus (v) expenses incurred after April 2, 2000 which
have not been contemplated in the accruals.

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 value 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 April 2,
2000.

Accounts payable and accrued liabilities as of April 2, 2000 include estimates
of costs to be incurred in carrying out the liquidation of the Company. These
costs include a reserve for future non-cancelable lease payments and other
estimated liabilities. 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.

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. In
connection with the Settlement Agreement and Mutual Release, Sun did not release
Gould's other indemnification obligations related to Encore's obligations and
various indemnification clauses included in the Asset Purchase Agreement.

                                     Page 6


<PAGE>

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.

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 overdue
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 obligations it may incur to indemnify its
current and future directors to extent of the repayment of the $7,192,000
obligation. On January 20, 2000, Gould converted its convertible preferred stock
to 13,295,815 shares of common stock.

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.

                                     Page 7


<PAGE>

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.

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 include
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 of $250,000 toward the receivable balance. On February 6,
2001, Encore received the remaining $598,000 plus an additional $16,000. Certain
disputed items remain.

                                     Page 8



<PAGE>

D.       Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the following (in
thousands):

                                           April 2,    December 31,
                                             2000          1999
                                           --------    ------------

         Accrued restructuring costs        $3,491        $3,750
         Accrued liquidation costs           1,050         1,250
                                            ------        ------

                                            $4,541        $5,000
                                            ======        ======

During the three months ended April 2, 2000, the Company paid $463,000 of
previously accrued expenses.

On June 19, 2000, the Company paid approximately $3,100,000 to terminate its
lease at its idle London, England facility.

E.       Other Adjustments

During the three months ended April 2, 2000, the Company received various
refunds of taxes previously paid.

                                     Page 9



<PAGE>

                      Management's Discussion and Analysis
                of Financial Condition and Results of Operations

The Company has conducted no business operations after 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 10K for the year ended
December 31, 1999.

                                     Page 10



<PAGE>

PART II           OTHER INFORMATION

Item 1.           Legal Proceedings

No legal proceedings were filed against the Company, and there were no material
developments in any pending legal proceedings, during the quarter ended April 2,
2000.

Item 6.           Exhibits and Reports on Form 8-K

         (a)      Exhibits required by Item 601 of Regulation S-K
                  Exhibit No. 27 - Financial Data Schedule.  See page 14.

         (b)      Reports on Form 8-K
                  No reports on Form 8-K were filed by the Company during the
                  quarter ended April 2, 2000.

                                     Page 11



<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.

Encore Computer Corporation

Date:    March 27, 2001




/s/ MICHAEL C. VEYSEY                                /s/ THOMAS N. RICH
--------------------------                           ---------------------------
Michael C. Veysey                                    Thomas N. Rich
President                                            Chief Financial Officer


                                     Page 12