UNITED STATES
                           SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C. 20549

                                        FORM 10-Q
 (Mark One)
 [  X  ]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

                      For the quarterly period ended June 29, 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 August 13, 1997 was 37,559,976.

                         Encore Computer Corporation

                                     Index

     
Part I               FINANCIAL INFORMATION                          Page

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                14

Part II              OTHER INFORMATION                                 18

Signature Page                                                         19

<PAGE>


   
ENCORE COMPUTER CORPORATION                                                     
Condensed Consolidated Statements of Operations                                 
(Unaudited)                                                                     
(in thousands except per share data)                                            
                                                                                
                                   Three Months Ended         Six Months Ended  
                                  June 29,   June 30,       June 29,   June 30, 
                                    1997       1996           1997       1996   
Net sales:                                                                      
 Equipment                       $   3,411  $   6,551     $    7,594 $    13,122
 Service                             3,943      5,048          8,093      10,191
                                     7,354     11,599         15,687      23,313
                                                                                
Costs and expenses:                                                             
 Cost of equipment sales             6,122      5,075         13,298      10,954
 Cost of service sales               4,285      4,113          8,554       9,074
 Research and development            7,152      7,677         14,421      15,941
 Sales, General and Admin            7,580      7,814         15,218      16,532
  Total                             25,139     24,679         51,491      52,501
                                                                                
Operating loss                     -17,785    -13,080        -35,804     -29,188
                                                                                
 Int exp, princ related parties     -1,355       -548         -2,754      -1,238
 Interest income                        32         35             61          76
 Other (expense)/income, net          -500       -118         -1,163        -258
                                                                                
Loss before income taxes           -19,608    -13,711        -39,660     -30,608
                                                                                
Provision for income taxes             196          0            167           0
                                                                                
Net loss                         $ -19,804  $ -13,711     $  -39,827 $   -30,608
                                                                                
Net loss per common share:                                                      
                                                                                
Net loss attributable to common                                                 
 shareholders                    $ -27,066  $ -19,754     $  -53,949 $   -42,604
                                                                                
Loss per common share            $   -0.72  $   -0.54     $    -1.44 $    -1.17
                                                                                
Weighted average shares                                                         
 of common stock                    37,417     36,756         37,347      36,552
    
                                                                                
The accompanying notes are an integral part of the condensed consolidated       
financial statements.

                                                           
<PAGE>

ENCORE COMPUTER CORPORATION                                                     
Condensed Consolidated Balance Sheets                                           
(in thousands except share data)                                                
                                                                                
                                                           Unaudited            
                                                            Jun 29,     Dec 31, 
                                                              1997       1996   
ASSETS                                                                          
Current assets:                                                                 
 Cash and cash equivalents                                $    3,155 $     3,936
 Accounts receivable, less allowance                           8,009      14,970
 Inventories (Note B)                                          9,475      13,896
 Prepaid expenses and other current assets                     1,351       1,409
  Total current assets                                        21,990      34,211
                                                                                
Property and equipment, net                                   30,409      33,376
Other assets                                                   1,427       1,669
  Total assets                                            $   53,826 $    69,256
                                                                                
LIABILITIES AND CAPITAL DEFICIENCY                                              
Current liabilities:                                                            
 Current portion of long term                                                   
  debt-related parties (Notes D and E)                    $   57,061 $    72,659
 Current portion of long term debt-other (Note D)                152         182
 Accounts payable and accrued liabilities (Note C)            28,456      28,665
  Total current liabilities                                   85,669     101,506
                                                                                
Long term debt-other (Note D)                                    414         476
Other liabilities                                              1,414       1,284
  Total liabilities                                           87,497     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                                  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             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.                                                  376         373
 Additional paid-in capital                                  487,227     447,068
 Accumulated deficit                                        -521,323    -481,496
  Total capital deficiency                                   -33,671     -34,006
  Total liabilities and capital deficiency                $   53,826 $    69,260
                                                                                
                                                                                
The accompanying notes are an integral part of the condensed consolidated       
financial statements.

<PAGE>

ENCORE COMPUTER CORPORATION                                                     
Condensed Consolidated Statements of Cash Flows                                 
(Unaudited)                                                                     
(in thousands)                                                                  
                                                                                
                                                                                
                                                                                
                                                            Six Mos     Six Mos 
                                                             Ended       Ended  
                                                            June 29,   June 30, 
                                                              1997       1996   
                                                                                
Cash flows from operating activities:                                           
Net loss                                                  $  -39,827 $   -30,608
Adjustments to arrive at net cash used in operating activities:                 
 Depreciation and amortization                                 3,897       5,795
 Inventory obsolescence and writedown to lower of cost                          
  or market                                                      540         540
 Bad debt provision/(credit)                                     408        -153
Net changes in operating assets and liabilities:                                
 Accounts receivable                                           6,553        -296
 Inventories                                                   3,881      -9,594
 Prepaid expenses and other current assets                        58         144
 Other assets                                                      2         109
 Accounts payable and accrued liabilities                       -372         713
 Other liabilities                                               130         168
  Net cash used in operating activities                      -24,730     -33,182
                                                                                
Cash flows from investing activities:                                           
 Additions to property and equipment                            -690      -3,963
  Net cash used in investing activities                         -690      -3,963
                                                                                
Cash flows from financing activities:                                           
 Net borrowings under revolving loan agreements               24,402      36,175
 Principal payments of long term debt                            -92         -84
 Preferred stock dividends paid                                    0          -2
 Issuance of common stock                                        329       1,075
  Net cash provided by financing activities                   24,639      37,164
                                                                                
Increase (decrease) in cash and cash equivalents                -781          19
                                                                                
Cash and cash equivalents, beginning                           3,936       2,797
                                                                                
Cash and cash equivalents, ending                         $    3,155 $     2,816
                                                                                
                                                                                
The accompanying notes are an integral part of the condensed consolidated       
financial statements.                                                           
                                                                                
<PAGE>


ENCORE COMPUTER CORPORATION                                                     
Condensed Consolidated Statements of Cash Flows                                 
                                                                                
                                                                                
Supplemental disclosure of cash flow information (in thousands):                
                                                            Six Mos     Six Mos 
                                                             Ended       Ended  
                                                            June 29,   June 30, 
                                                              1997       1996   
                                                                                
 Cash paid during the period for interest                 $       55 $        78
                                                                                
 Cash paid during the period for income taxes                  1,212          34
                                                                                
                                                                                
                                                                                
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.                                                           
                                                                                
<PAGE>


ENCORE COMPUTER CORPORATION                                                     
Condensed Statements of Shareholders' Equity (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 Jun 29, 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 Jun 29, 1997        533,333   $5 572,289   $6   350,000   $4   400,000   $4
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                                                                                
                        Common Stock                              Shrhldrs'     
                                       Addt'l                            Eq     
                                  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        -39,827        -39,827     
 Bal Jun 29, 1997     37,559,976 $376$487,227     ($521,323)      ($33,671)     
<PAGE>


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.

The  accompanying  condensed  consolidated financial  statements  have  been
prepared  assuming  that the Company will continue as a going  concern.   As
discussed in Note D of Notes to Condensed Consolidated Financial Statements,
the Company has borrowings under a $65,000,000 facility which matures August
31,  1997.   Additionally, the Company does not have a committed  source  of
financing  to meet expected requirements over the next year.  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 $7,262,500 and $14,122,100 for the three and six
month  periods  ended June 29, 1997, respectively.  For the  three  and  six
month  periods  ended June 30, 1996, preferred stock dividends  amounted  to
$6,042,800  and $11,996,300, 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 $27,538,800.  All preferred stock
dividends  other than those accumulated at June 29, 1997 have been  paid  in
additional shares of the appropriate shares of stock.


B. Inventories

Inventories consist of the following (in thousands):

                                                            June 29,    Dec 31, 
                                                              1997       1996   
Purchased parts                                           $    3,054 $     9,357
Work in process                                                4,892         306
Finished goods                                                 1,443       3,981
Loaned computer equipment and                                                   
 consignment inventory                                            86         252

  Total inventory                                         $    9,475 $    13,896

Storage Product inventory amounted to $6,990,000 and $9,169,000 at June  29,
1997  and  December 31, 1996, respectively.  On May 28, 1997,  as  discussed
further  in  Note  F,  the  Company executed  a  non-binding  Memorandum  of
Understanding  with  Sun  Microsystems, Inc. ("SUN")  to  sell  the  assets,
products and technology related to the Company's Storage Products business.

C. Accounts Payable and Accrued Liabilities;

Accounts payable and accrued liabilities consist of the following (in
thousands):
                                                            June 29,    Dec 31, 
                                                              1997       1996   
Accounts payable                                          $    4,034 $     4,976
Accrued salaries and benefits                                  4,573       4,034
Accrued interest-related parties                              14,378      11,614
Accrued taxes                                                    828       2,760
Deferred income, principally                                                    
 maintenance contracts                                         1,359         879
Other accrued expenses                                         3,284       4,402

  Total accounts payable and accrued liabilities          $   28,456 $    28,665

Accrued interest of $14,378,000 and $10,791,000 was payable to Gould at June
29,  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.

D.  Debt
Debt consists of the following (in thousands):

                                                            June 29,    Dec 31, 
                                                              1997       1996   
Debt to unrelated parties:                                                      
 Mortgages payable                                        $      566 $       658
 Current portion of debt                                        -152        -182
  Total long term debt to unrelated parties               $      414 $       476

Debt to related parties:                                                        
 Credit agreement with Gould Electronics, Inc.            $   57,061 $    72,659
 Current portion of debt                                     -57,061     -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 E 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
July  12,  1997 Gould agreed to amend the Credit Agreement to  increase  the
maximum  amount  which can be borrowed by the Company  to  $65,000,000.  All
borrowings  after July 12, 1997 in excess of the $58,979,927 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 August 31, 1997.  In the event of default, the rate of  interest
to  be  applied will immediately increase by an additional 2%.  As of August
13,  1997  the Company owed to Gould $63,397,449 under the Credit Agreement,
plus $15,302,539 in accrued interest.

The  credit facility bears interest at the prime rate plus 2% (10.5% at June
29,  1997).   As  of  June  29, 1997, Encore owed to  Gould  $57,061,000  in
principal,   plus   $14,378,000  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  June  29, 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 Encore's counsel.

E.  Shareholders' Equity

As  discussed  in  more detail in Note D 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;

(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 

F.  Subsequent Events

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.  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  $90  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  no  later than October 1997, following  preparation,
review  by  the  Securities  and Exchange Commission  and  delivery  to  the
shareholders of a notice of the meeting and proxy statement relating to  the
transaction.

Additionally, the Gould Agreement provides for Gould, at its discretion, to 
convert all Series A and Series B Preferred Stock into Common Stock.  Ken
Fisher may also convert the Series B Preferred Stock held by Indian Creek
Capital into Common Stock.  Any conversion by Gould is subject to, among 
other things, obtaining certain U.S. Government approvals.  As of August 13,
1997 neither Gould nor Ken Fisher has converted their Preferred Stock.  In
the event of such conversion, the total Common Stock outstanding would 
increase to 67,346,291, or which Gould would hold 32,673,169 or 48.5% of
outstanding and Mr. Fisher would hold 5,003,944 or 7.4% of outstanding.

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.


Item 2

                    Management's Discussion and Analysis
              of Financial Condition and Results of Operations
              for the Three and Six Months Ended June 29, 1997
          Compared to the Three and Six Months Ended June 30, 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 six month periods ended  June
29,  1997  compared to the three and six month periods ended June 30,  1996.
The  Company's net loss for the three and six months ended June 29, 1997 was
$19,804,000 and $39,827,000, respectively, compared to the net loss for  the
same  periods  of  1996 of $13,711,000 and $30,608,000,  respectively.   The
increased  losses  are 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 six month periods of 1997 decreased  37%
and  33%,  respectively, to $7,354,000 and $15,687,000 from $11,599,000  and
$23,313,000 for the three and six month periods of 1996.  International  net
sales  declined  to $4,087,000 and $8,442,000 for the three  and  six  month
periods ended June 29, 1997, respectively, representling a decrease  of  38%
and  29%  from  the  three  and  six month  periods  ended  June  30,  1996.
International  sales for the three and six months ended June 29,  1997  were
56% and 54%, respectively, of total net sales as compared to 57% and 51% for
the same periods in 1996.

During the three and six month periods ended June 29, 1997, equipment  sales
decreased  $3,140,000 or 48% and $5,528,000 or 42%, respectively,  from  the
same  periods  of  1996.  Net  Storage Product  sales  were  $1,012,000  and
$2,245,000  for  the  three  and  six month periods  ended  June  29,  1997,
respectively, including the reversal of $200,000 in the three  month  period
and  $1,154,111  in  the  six  month period, associated  with  international
installations which have been returned, compared storage to product sales of
$1,480,000  and  $2,924,000 for the same periods  of  1996.   Sales  of  the
Company's real-time products declined by $2,671,000 and $4,849,000,  or  53%
and  48%,  in  the  three  and  six  month  periods  ended  June  29,  1997,
respectively, from the three and six month periods ended June 30, 1996.

For  the  three  and  six month periods ended June 29, 1997,  service  sales
declined  $1,105,000 or 22%, and $2,098,000 or 21%, 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  six  month  periods  of  1997
increased  21% from the three and six month comparable periods of  1996,  an
increase of $1,047,000 and $2,344,000, respectively, despite lower revenues.
As a percentage of net equipment sales, 1997 cost of equipment sales for the
three  and six month periods were 179%  and 175%, respectively, compared  to
77%  and  83%  for  the  three and six 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 month period  ended  June  29,  1997
increased  from the comparable period of 1996 by $172,000 or  4%.   However,
cost of service sales for the six month period ended June 29, 1997 decreased
from the comparable period of 1996 by $520,000 or 6%.  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  six  month periods ended June 29, 1997, this investment was  $1,953,000
and  $3,311,000, respectively.  Cost of service sales associated with  real-
time  services  was $2,332,000 and $5,243,000 for the three  and  six  month
periods  ended  June  29,  1997, resulting in an adjusted  gross  margin  of
$1,611,000 or 41% and $2,850,000 or 35% of service revenues, respectively.

Research and development costs for the three and six month periods ended June
29,  1997, decreased from the comparable periods of 1996 by $525,000 or  7%,
and  $1,520,000  or 10%, 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  97%  and 92% for the three and six month periods ended June 29,  1997,
compared  to  66% and 68% 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 $234,000  or  3%,
and  $1,314,000  or  8%  for the three and six 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, 103% and 97% for the three and six  months  ended
June 29, 1997 compared to 67% and 71% for the comparable periods of 1996.

Interest  expense for the three and six month periods ended  June  29,  1997
increased  from  1996  levels  by $807,000 and  $1,516,000,  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 six month periods  ended  June  29,  1997
increased $382,000 and $905,000 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 six months of 1997 amounted
to $24,730,000 compared to $33,182,000 for the same period in 1996.

During  the  six  month period ended June 29, 1997, cash used  in  operating
activities  decreased by $8,452,000 when compared to the  six  month  period
ended June 30, 1996.  For the six month period ended June 29, 1997, the  net
loss,  as  adjusted  for  non cash items, exceeded  the  net  loss  for  the
comparable   period  of  1996  by  $10,556,000.  Accounts   receivable   and
inventories decreased $6,553,000 and $3,881,000, respectively, in the  first
half of 1997, while in 1996, the Company invested heavily in inventories  to
improve  Storage Product availability, increasing inventory  by  $9,594,000.
Accounts  payable  and accrued liabilities decreased  $372,000  during   the
first half of 1997.  In the first half of 1996, accounts payable and accrued
liabilities increased $713,000.

Expenditures  for property and equipment for the six months ended  June  29,
1997  and  June 30, 1996 were $690,000 and $3,963,000, respectively.   Spare
parts  required to support customer installations accounted for 88% of total
property  and equipment spending in the first half of 1997.  As of June  29,
1997, there were no material commitments for capital expenditures.

Cash used in operating and investing activities during the six month periods
of  1997  and 1996 was principally offset by cash provided through financing
activities  of  $24,639,000  and $37,164,000, respectively.   The  principal
source  of  financing has been through various agreements  provided  by  the
Japan  Energy   Group.  As discussed in Notes D and E 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 E 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 July 12, 1997 Gould agreed to amend the  Credit
Agreement  to  increase  the maximum amount which can  be  borrowed  by  the
Company to $65,000,000. All borrowings after July 12, 1997 in excess of  the
$58,979,927  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 August 31, 1997.  In the event  of
default, the rate of interest to be applied will immediately increase by  an
additional  2%.  As of August 13, 1997 the Company owed to Gould $63,397,449
under the Credit Agreement, plus $15,302,539 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.  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  $90  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  no  later than October 1997, following  preparation,
review  by  the  Securities  and Exchange Commission  and  delivery  to  the
shareholders of a notice of the meeting and proxy statement relating to  the
transaction.

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.


                         Part II - Other Information
                                      
                                      
                                      
                                      
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 20.
      
     Exhibit  No. 27 - Financial Data Schedule.  See page 21.
      
   (b)   Reports on Form 8-K
      No reports on Form 8-K were filed by the Company during the quarter
      ended June 29, 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


                      KENNETH G. FISHER             EDWARD J. BAKER
                      _________________             _______________
                      Chairman  of the Board        Corporate Controller
                      and Chief Executive Officer   Secretary
                                                   Chief Accounting Officer
   
Date: October 31, 1997