________________________________________________________________________________
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                _________________
                                   FORM 10-Q/A
                                        
    (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, 1996
                                        
                                       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. 0-13941
                                        
                               AST RESEARCH, INC.
             (Exact name of registrant as specified in its charter)

                   DELAWARE                                 95-3525565
        (STATE OR OTHER JURISDICTION OF                   (IRS EMPLOYER
        INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)

                               16215 ALTON PARKWAY
                            IRVINE, CALIFORNIA 92718
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 727-4141

                                _________________


     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 _

     There were 57,734,830 shares of the registrant's Common Stock, par value
  $.01 per share, outstanding on August 2, 1996.


________________________________________________________________________________
________________________________________________________________________________

                                        
                               AST RESEARCH, INC.
                                      INDEX




                                                                       Page

     PART I.   FINANCIAL INFORMATION

       Item 1. Financial Statements

               Condensed Consolidated Balance Sheets
                 at June 29, 1996 (Unaudited)
                 and December 30, 1995                                    3

               Condensed Consolidated Statements of Operations
                 (Unaudited) for the three months and six months ended
                 June 29, 1996 and July 1, 1995                           4

               Condensed Consolidated Statements of Cash Flows
                 (Unaudited) for the six months ended
                 June 29, 1996 and July 1, 1995                           5

               Notes to Condensed Consolidated Financial
                 Statements (Unaudited)                                6-12


       Item 2. Management's Discussion and Analysis
                of Financial Condition and Results
                of Operations                                         13-25


     PART II.  OTHER INFORMATION

       Item 1. Legal Proceedings                                      26-27

       Item 6. Exhibits and Reports on Form 8-K                          28



     SIGNATURE                                                           28



This Quarterly Report on Form 10-Q/A includes certain forward-looking
statements, the realization of which may be affected by certain important
factors discussed in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Additional Factors That May Affect
Future Results" thereunder and elsewhere herein.
                                        
                               AST RESEARCH, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
________________________________________________________________________________

                                                        June 29,     December 30,
                                                          1996           1995
(In thousands, except share amounts)                  (Unaudited)
________________________________________________________________________________
<S>                                                    <C>          <C>
ASSETS
 Current assets:
  Cash and cash equivalents                             $ 66,947      $  125,387
  Accounts receivable, net of allowance for
   doubtful accounts of $20,354 at June 29, 1996
   and $18,629 at December 30, 1995                      387,495         392,598
  Inventories                                            218,149         252,339
  Deferred income taxes                                   20,806          19,495
  Other current assets                                    28,451          47,802
________________________________________________________________________________

     Total current assets                                721,848         837,621

 Property and equipment, net                              96,605          98,725

 Other assets                                            103,882         119,696
________________________________________________________________________________
                                                        $922,335      $1,056,042
================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
 Current liabilities:
  Short-term borrowings                                 $ 95,000      $   75,000
  Accounts payable, including payable to related
   party of $45,739 at June 29, 1996 and
   $31,562 at December 30, 1995                          279,665         199,346
  Accrued salaries, wages and employee benefits           16,189          19,827
  Other accrued liabilities                              178,781         200,639
  Income taxes payable                                    29,958          26,902
  Current portion of long-term debt                       60,302          92,361
________________________________________________________________________________
     Total current liabilities                           659,895         614,075
 Long-term debt                                          158,564         125,540
 Other non-current liabilities                             7,241           5,545

 Commitments and contingencies

 Shareholders' equity:
  Common stock, par value $.01; 200,000,000 shares
   authorized, 44,736,900 shares issued and
   outstanding at June 29, 1996 and 44,679,400
   shares at December 30, 1995                               447             447
  Additional capital                                     414,978         414,735
  Retained earnings (deficit)                           (318,790)       (104,300)
________________________________________________________________________________

     Total shareholders' equity                           96,635         310,882
________________________________________________________________________________

                                                        $922,335      $1,056,042
================================================================================
</TABLE>
                             See accompanying notes.
                                        
                               AST RESEARCH, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
______________________________________________________________________________________________________________
                                                   Three Months Ended                 Six Months Ended
                                             ______________________________  _________________________________
                                                  June 29,        July 1,          June 29,          July 1,
                                                     1996           1995             1996              1995
(In thousands, except per share amounts)     (Restated - Note 1)              (Restated - Note 1)
______________________________________________________________________________________________________________
<S>                                               <C>            <C>              <C>             <C>
Net sales                                          $538,759      $662,002         $1,058,731      $1,332,178
Revenue from related party                           15,000             -             25,000               -
______________________________________________________________________________________________________________
Total revenue                                       553,759       662,002          1,083,731       1,332,178

Cost of sales                                       535,158       606,886          1,084,775       1,190,120
______________________________________________________________________________________________________________
Gross profit (loss)                                  18,601        55,116            (1,044)         142,058

Selling, general and administrative expenses         88,630        80,694            165,614         161,633
Engineering and development expenses                  9,645         8,817             20,159          17,833
Restructuring and other charges                      11,264             -             11,264               -
______________________________________________________________________________________________________________
Total operating expenses                            109,539        89,511            197,037         179,466
______________________________________________________________________________________________________________
Operating loss                                      (90,938)      (34,395)          (198,081)        (37,408)

Financing and other expense, net                     (7,792)       (4,898)           (16,409)        (10,019)
______________________________________________________________________________________________________________
Loss before income taxes                            (98,730)      (39,293)          (214,490)        (47,427)

Income tax provision (benefit)                            -        (7,662)                 -          (9,248)
______________________________________________________________________________________________________________
Net loss                                           $(98,730)     $(31,631)         $(214,490)      $ (38,179)
==============================================================================================================
Net loss per share                                 $  (2.21)     $   (.98)         $   (4.80)      $   (1.18)
=============================================================================================================
Weighted average common shares outstanding           44,723        32,393             44,702          32,385
=============================================================================================================
</TABLE>
                             See accompanying notes.
                                        
                               AST RESEARCH, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
__________________________________________________________________________________________
                                                                     Six Months Ended
                                                                 _________________________
                                                                   June 29,      July 1,
(In thousands)                                                       1996          1995
__________________________________________________________________________________________
<S>                                                              <C>           <C>
Net cash used in operating activities                             $(67,370)     $(25,302)

Cash flows from investing activities:
  Purchases of capital equipment, net                               (8,922)       (8,415)
  Purchases of other assets, net                                      (548)      (10,463)
__________________________________________________________________________________________
Net cash used in investing activities                               (9,470)      (18,878)

Cash flows from financing activities:
  Short-term borrowings, net                                        20,000        81,000
  Repayment of long-term debt, net                                  (2,113)         (142)
  Proceeds from issuance of common stock, net                          243           394
__________________________________________________________________________________________
Net cash provided by financing activities                           18,130        81,252

Effect of exchange rate changes on cash and cash equivalents           270        (9,901)
__________________________________________________________________________________________
Net increase (decrease) in cash and cash equivalents               (58,440)       27,171

Cash and cash equivalents at beginning of period                   125,387        68,654
__________________________________________________________________________________________
Cash and cash equivalents at end of period                       $  66,947      $ 95,825
==========================================================================================

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
   Interest                                                      $   1,775      $  5,240
   Income taxes paid (refunded), net                             $  (7,207)     $ (2,317)
==========================================================================================
</TABLE>
                             See accompanying notes.


                               AST RESEARCH, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  JUNE 29, 1996

Basis of Presentation

  The accompanying condensed consolidated financial statements have been
prepared by the Company without audit (except for the balance sheet information
as of December 30, 1995) in accordance with generally accepted accounting
principles for interim financial information and with instructions to Form 10-Q
and Article 10 of Regulation  S-X.  In the opinion of management, all
adjustments (consisting only of normal recurring accruals) considered necessary
for a fair presentation have been included.

  The accompanying condensed consolidated financial statements do not include
certain footnotes and financial presentations normally required under generally
accepted accounting principles and, therefore, should be read in conjunction
with the audited financial statements included in the Company's Transition
Report on Form 10-K for the transition period from July 2, 1995 to December 30,
1995 ("transition period 1995").  The results of operations for the interim
periods are not necessarily indicative of the results to be expected for the
full year.

  On October 26, 1995, the Company changed its fiscal year from the Saturday
closest to June 30 to the Saturday closest to December 31.  The change was
effective for transition period 1995.

  The Company has elected to change the presentation of its consolidated
statement of cash flows from the direct method to the indirect method of
presentation.  In addition, the Company has elected to present condensed
consolidated financial statements for its quarterly interim reporting.  The
changes are effective for fiscal year 1996.

Restatement

  The condensed consolidated statements of operations for the three- and six-
month periods ended June 29, 1996 contained in this Form 10-Q/A have been
restated from those originally issued to reflect a reclassification of
approximately $2.4 million from restructuring and other charges to selling,
general and administrative expenses.  The reclassification relates to a write-
down incurred as a direct result of the closure of the Company's German
subsidiary in the second quarter of fiscal year 1996.  The reclassification has
been made to group this write-off with the Company's other bad debt expenses,
which are treated as selling, general and administrative expenses.

  After giving effect to this restatement, selling, general and administrative
expenses were increased by approximately $2.4 million and restructuring and
other charges were decreased by approximately $2.4 million for the three- and
six-month periods ended June 29, 1996.  There was no effect on total operating
expenses, net loss or net loss per share for these periods.

Income Taxes

  The Company provides for income taxes in interim periods based on the
estimated effective income tax rate for the complete fiscal year.  The income
tax provision (benefit) is computed on the pretax income (loss) of the
consolidated entities located within each taxing jurisdiction based on current
tax law.  Deferred taxes result from the future tax consequences associated with
temporary differences between the amount of assets and liabilities recorded for
tax and financial accounting purposes.  A valuation allowance for deferred tax
assets is recorded to the extent the Company cannot determine, in accordance
with the provisions of Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes",  that the ultimate realization of net deferred
tax assets is more likely than not.

  For the six-month period ended June 29, 1996, the estimated effective income
tax rate is less than the U.S. statutory rate primarily due to a 100% valuation
allowance provided against the additional deferred tax assets that arose from
its current operating loss.

                               AST RESEARCH, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  JUNE 29, 1996

Intangible Assets

  Goodwill, representing the excess of the purchase price over the fair value of
the net assets of the acquired entities, is being amortized on a straight-line
basis over the period of expected benefit of ten years.  Patents are amortized
using the straight-line method over the estimated useful life of the patented
technology.  Licenses are amortized on a straight-line basis over the estimated
economic lives of the related assets.  During the fiscal year ended July 1,
1995, the Company elected the early adoption of Statement of Financial
Accounting Standards No. 121 ("SFAS No. 121"), "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."

   In accordance with SFAS No. 121, long-lived assets and certain identifiable
intangibles held and used by the Company will be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable.  The recoverability test is performed at a
consolidated level based on undiscounted net cash flows since the assets being
tested do not have identifiable cash flows that are largely independent of other
asset groupings.  Based upon the Company's analysis under SFAS No. 121, the
Company believes that no impairment of the carrying value of its long-lived
assets including goodwill existed at June 29, 1996.  The Company's analysis at
June 29, 1996 was based on an estimate of future undiscounted cash flows using
forecasted results of operations.  Should the results of these forecasts not be
achieved, future analysis may indicate insufficient future undiscounted net cash
flows to recover the carrying value of the Company's long-lived assets, in which
case SFAS No. 121 would require the carrying value of such assets to be written
down to fair value.  The Company would then be required to make a determination
of the fair value of its long-lived assets and would write down the carrying
value of its long-lived assets to their estimated fair value.  In the event that
a write-down is required, the Company would first write down the carrying value
of its goodwill, then write down additional amounts to its remaining long-lived
assets, if necessary, to reduce the carrying value of its long-lived assets to
their respective estimated fair value.  As of June 29, 1996, the carrying value
of goodwill is approximately $22.5 million.

  The Company's recoverability test assumes certain levels of growth in sales as
well as improvements in gross margins as a percentage of sales, as occurred in
the second quarter of fiscal year 1996.  Should the projected trend in sales
growth or improvement in gross margins not be achieved, the Company's projected
results of operations and cash flows may require downward adjustments, and, as a
result, impairment of the Company's long-lived assets may be indicated.  In the
event impairment is indicated, a write-down may be required.  The Company's
historical results of operations and its cash flows in the first six months of
fiscal year 1996, transition period 1995 and in fiscal years 1995 and 1994
indicate that it is at least reasonably possible that such circumstances could
arise during the remainder of fiscal year 1996.

Stock-Based Compensation

  Statement of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting
for Stock-Based Compensation" becomes effective for the Company for fiscal year
1996.  The Company will continue to measure compensation expense for its stock-
based employee compensation plans using the intrinsic value method prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," ("APB 25") and related Interpretations, and will provide proforma
disclosures of net income (loss) and earnings (loss) per share as if the fair
value-based method prescribed by SFAS 123 had been applied in measuring
compensation expense.

                               AST RESEARCH, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  JUNE 29, 1996
Inventories

  Inventories are stated at the lower of cost (first-in, first-out) or market
and consist of the following:

<TABLE>
<CAPTION>
_____________________________________________________________________
                                        June 29,      December 30,
(In thousands)                             1996            1995
_____________________________________________________________________

<S>                                    <C>              <C>
Purchased parts                         $  69,711        $  73,012
Work in process                            12,121           33,823
Finished goods                            136,317          145,504
_____________________________________________________________________
                                        $ 218,149        $ 252,339
=====================================================================
</TABLE>

Supplemental Consolidated Statement of Operations Information
<TABLE>
<CAPTION>
____________________________________________________________________________________________
                                              Three Months Ended       Six Months Ended
                                           _______________________   _____________________
                                             June 29,     July 1,    June 29,     July 1,
(In thousands)                                  1996        1995        1996        1995
____________________________________________________________________________________________
<S>                                          <C>         <C>         <C>          <C>
RESTRUCTURING AND OTHER CHARGES:

Restructuring charge                          $ 6,527     $     -     $ 6,527      $   -

Other charges:
 Facility write-down to net realizable value    1,149           -       1,149          -
 Provision under Founder's Agreement            3,588           -       3,588          -
____________________________________________________________________________________________
                                              $11,264     $     -     $11,264      $   -
============================================================================================
</TABLE>

Restructuring Charge

  At December 30, 1995, $9.2 million of the $125 million restructuring charge
incurred in connection with the 1993 acquisition of certain assets and
assumption of certain liabilities of Tandy Corporation's ("Tandy") personal
computer manufacturing operation remained accrued on the Company's condensed
consolidated balance sheet.  During the six months ended June 29, 1996, the
Company incurred cash expenditures of $1.3 million, related primarily to
remaining lease obligations.  At June 29, 1996, $7.9 million of the remaining
restructuring accrual consists primarily of amounts provided for lease payments
and the write-down of related leasehold improvements to net realizable value.
The lease payments are expected to be completed in fiscal year 1999.

  At December 30, 1995, approximately $12.2 million of the $13.0 million
restructuring charge incurred in transition period 1995 in connection with the
Company's decision to increase its utilization of third-party board design and
manufacturing and, as a result, to realign its Asia Pacific manufacturing
operations remained accrued on the Company's condensed consolidated balance
sheet.  During the six months ended June 29, 1996, the Company incurred cash
expenditures of $2.9 million and non-cash charges of $1.3 million, related
primarily to severance payments, asset write-downs and lease payments for closed
facilities.  Accordingly, at June 29, 1996, $8.0 million of the restructuring
accrual remained on the Company's condensed consolidated balance sheet,
consisting primarily of employee severance, asset write-downs and provisions for
lease obligations.  As of June 29, 1996, approximately $2.1 million of the total
$5.0 million restructuring charge utilized to date relates to severance payments
made to the approximately 1,350 employees who have been terminated under this
plan.  The Company expects the majority of  the restructuring to be completed by
the end of the third quarter of fiscal year 1996, with certain charges such as
lease obligations extending through fiscal year 1998.

                               AST RESEARCH, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  JUNE 29, 1996

  In the second quarter of fiscal year 1996, the Company approved and
implemented a restructuring plan, separate and apart from the restructuring plan
implemented in transition period 1995, designed to restructure its worldwide
operations into three regional operating groups.  The Company's plans include
the consolidation and/or closure of certain regional offices and reconfiguration
centers and the suspension of its notebook manufacturing operations in Taiwan,
accompanied by the transfer of notebook manufacturing to third-party original
equipment manufacturers.  In accordance with this plan, the Company recorded a
restructuring charge of approximately $6.5 million in the quarter ended June 29,
1996.  Costs included in the restructuring charge consist primarily of employee
severance, asset write-downs and provisions for lease obligations.
Approximately $5.8 million is expected to involve cash disbursements with the
remaining costs primarily involving asset write-downs.  The employee severance
will involve approximately 240 employees, across all functions and levels.  In
the quarter ended June 29, 1996, the Company incurred cash expenditures of $1.4
million, all of which related to severance payments.  As of June 29, 1996,
approximately 190 employees have been terminated under this plan.  The Company
expects that a majority of the restructuring will be completed by the end of the
third quarter of fiscal year 1996, with certain charges such as lease
obligations extending through fiscal year 2001.

  No assurance can be given that the previous and the current restructuring
actions will be successful or that similar actions will not be required in the
future.

Other charges

  As part of its second quarter restructuring plan, the Company provided $1.1
million in other charges as a result of management's commitment to dispose of
its existing sales facility in France.  The carrying amount of the facility,
which includes land, a building, and leasehold improvements, is approximately
$3.0 million after the write-down and represents the estimated fair value less
costs to sell.

  Effective July 27, 1993, the Company entered into a separate employment
contract ("Founder's Agreement") with founder and former Chairman of the Board
(now Chairman Emeritus), Safi U. Qureshey, who was then serving as the Company's
Chief Executive Officer.  The Founder's Agreement provided for five years of
salary, health and welfare benefits, two years of bonus, acceleration of stock
options and certain other benefits if active employment was terminated by the
Company or by Mr. Qureshey under specified conditions.  On June 28, 1996, the
Company elected Kwang-Ho Kim as Chairman and named Mr. Qureshey Chairman
Emeritus.  As a result of this change, the Founder's Agreement was amended to
allow Mr. Qureshey to exercise his rights under the agreement at any time.
Therefore, in accordance with Statement of Financial Accounting Standards No. 88
("SFAS 88"), "Employers' Accounting for Settlements and Curtailments of Defined
Benefit Pension Plans and for Termination Benefits," the Company provided $3.6
million representing the present value of the benefits payable to Mr. Qureshey.

<TABLE>
<CAPTION>
________________________________________________________________________________
                                    Three Months Ended      Six Months Ended
                                  _____________________  _____________________
                                  June 29,    July 1,     June 29,     July 1,
(In thousands)                       1996       1995        1996         1995
________________________________________________________________________________

<S>                                <C>       <C>         <C>         <C>
FINANCING AND OTHER EXPENSE:

Interest income                    $   465    $   884     $  1,487    $  1,355
Interest expense                    (8,002)    (5,875)     (15,817)    (10,544)
Foreign exchange gain (loss)          (481)       125       (2,022)       (722)
Other                                  226        (32)         (57)       (108)
________________________________________________________________________________
                                   $(7,792)   $(4,898)    $(16,409)   $(10,019)
================================================================================
</TABLE>

                               AST RESEARCH, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  JUNE 29, 1996

Per Share Information

  Primary and fully diluted loss per share have been computed based upon the
weighted average number of common shares outstanding.

Contingencies

  The Internal Revenue Service ("IRS") is currently examining the Company's
1989, 1990 and 1991 federal income tax returns.  In addition, the IRS has
completed its examination of the Company's 1987 and 1988 federal income tax
returns and has proposed adjustments to the Company's federal income tax
liabilities for such years.  Initially, the IRS had proposed adjustments of
approximately $8.2 million, plus accrued interest of $10.3 million. The proposed
adjustments relate to the allocation of income and deductions between the
Company and its foreign subsidiaries.  Following the Company's request for an
administrative conference to appeal the proposed adjustments, the IRS Appeals
Office returned the case to the Examination Office for further development,
because the method used in determining the original proposed adjustments was not
adopted in the final regulations.  After its re-examination, the IRS proposed
revised adjustments of approximately $12.6 million, plus accrued interest of
$16.5 million.  Management believes that the Company's position has substantial
merit and intends to vigorously contest these proposed adjustments.  Management
further believes that any aggregate liability that may result upon the final
resolution of the proposed adjustments for 1987 and 1988 or the current
examinations of 1989, 1990 and 1991 will not have a material adverse effect on
the Company's consolidated financial position or results of operations.
However, management is unable to estimate the amount of any loss that may be
realized in the event of an unfavorable outcome.

  The Company has been named as a defendant or co-defendant, generally with
other personal computer manufacturers, including such companies as IBM, AT&T,
Unisys, Digital Equipment Corporation, NEC, Olivetti, NCR, Panasonic, and
Matsushita, in eighteen similar lawsuits each of which alleges as a factual
basis the occurrence of carpal tunnel syndrome or repetitive stress injuries.
The suits naming the Company are just a few of the many lawsuits of this type
which have been filed, often naming IBM and other major computer companies. The
claims against the Company total in excess of $100 million in compensatory
damages and punitive damages and additional unspecified amounts.  The Company
has denied or is in the process of denying the claims and intends to vigorously
defend the suits. The Company is unable at this time to predict the ultimate
outcome of these suits.  Ultimate resolution of the litigation against the
Company may depend on progress in resolving this type of litigation overall.
The Company is currently unable to estimate the amount of any loss that may be
realized in the event of an unfavorable outcome.  However, before consideration
of any potential insurance recoveries, the Company believes that the claims in
the suits filed against it will not have a material impact on the Company's
consolidated financial position or results of operations.  The Company has
maintained various liability insurance policies during the periods covering the
claims above.  While such policies may limit coverage under certain
circumstances, the Company believes that it is adequately insured.  Should the
Company not be successful in defending against such lawsuits or not be able to
claim compensation under its liability insurance policies, the Company's results
of operations and financial condition may be adversely affected.

  The Company was named, along with twelve other personal computer companies, as
a defendant in a lawsuit filed on March 27, 1995 in the Superior Court for the
County of Merced, California.  The case name for this March 27, 1995 filing is
People v. Acer, et al., and the complaint alleged that the Company has engaged
in deceptive advertising and unlawful business practices in relation to computer
monitor screen measurements.  The People v. Acer lawsuit was resolved by a
Stipulated Judgment that the Company signed along with representatives of all
other defendants.  The Company was named, along with three other personal
computer or monitor companies, as a defendant in a class action lawsuit filed on
May 2, 1995 in the Superior Court for the County of Marin, California.  The case
name for this May 2, 1995 filing is Kaplan, et al. v. Viewsonic, et al., and
alleges that the defendants have engaged in unfair business practices, false
advertising and breach of implied warranty concerning the advertisement of the
size of computer monitor screens.  The Company was named, along with 37

                               AST RESEARCH, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  JUNE 29, 1996

other defendants, in a class action lawsuit, Long v. Packard Bell, et al., filed
on August 21, 1995 in the Superior Court for the County of Orange, California,
which alleges certain claims concerning the advertising of the sizes of computer
monitors.  The Company was named, along with nine other defendants, in a class
action lawsuit, Randy Davis, Ph.D., Inc. v. AST Research, et al., filed on
August 23, 1995 in Superior Court for the County of Orange, California, which
alleges certain claims concerning the advertising of the sizes of computer
monitors.  The Company was named, along with 35 other defendants, in a class
action lawsuit, Sutter v. Acer, et al., filed on September 7, 1995 in the
Superior Court for the County of Sacramento, California, which alleges certain
claims concerning the advertising of the sizes of computer monitors.  The
Company was named, along with 41 other defendants, in a class action lawsuit,
Shapiro v. ADI Systems, Inc., et al., filed on August 14, 1995 in Santa Clara
County, California, which alleges certain claims concerning the advertising of
the sizes of computer monitors.  The Company was named, along with 29 other
defendants, in a class action lawsuit, Maizes & Maizes, et al.,  v. Apple
Computer Inc., et al., filed on December 15, 1995 in Essex County, New Jersey,
which alleges certain claims concerning the advertising of the sizes of computer
monitors.  The Company is currently unable to estimate the amount of any loss
that may be realized in the event of an unfavorable outcome.  However, based on
preliminary facts available to the Company, management does not believe that the
outcome of these disputes will have a material adverse impact on the Company's
consolidated financial position or results of operations.

  The Company was named as a defendant in a lawsuit filed on June 7, 1995 in the
Superior Court for the County of Orange, California.  The case name for this
filing is Competitive Technology v. AST Research, Inc., and the complaint
alleges that the Company intentionally interfered with contracts between
Competitive Technology and Daewoo concerning the supply of computer monitors to
the Company.  On October 9, 1996, there was a jury verdict against the Company
for an amount that does not have a material adverse effect on the Company's
consolidated financial position or results of operations.

  The Company is also subject to other legal proceedings and claims that arise
in the normal course of business.  While the outcome of these proceedings and
claims cannot be predicted with certainty, management does not believe that the
outcome of any of these matters will have a material adverse effect on the
Company's consolidated financial position or results of operations.

Related Party Transactions

  On February 22, 1996, the Company entered into a Server Technology Transfer
Agreement and a Strategic Consulting Agreement with Samsung Electronics Co. Ltd.
("Samsung").  The Server Technology Transfer Agreement grants Samsung a royalty-
free license through July 31, 2000 to use the technical information supplied by
the Company to produce server technology products.  The Strategic Consulting
Agreement grants Samsung a royalty-free license through July 31, 2000 to use
various marketing and sales planning studies provided by the Company.  Under
each agreement, Samsung paid $5 million to the Company.  These amounts are not
refundable under any circumstance and are not contingent upon the rendering of
future services by the Company.  As a result of these agreements, $10.0 million
was recorded as revenue from related party in the quarter ended March 30, 1996,
and is included in the accompanying condensed consolidated statements of
operations for the six months ended June 29, 1996.

  On June 27, 1996, the Company entered into an Intellectual Property Assignment
Agreement with Samsung, which assigns a first group of patent applications of
the Company to Samsung.  Under the agreement, Samsung agreed to pay $15 million
to the Company.  Samsung also has an option under this agreement to purchase an
additional group of patent applications of the Company at any time between July
1, 1996 and December 20, 1996, the terms of which will be agreed upon at that
time.  The assignment of the first group of patent applications was completed
and the $15 million payment is not contingent upon the rendering of future
services by the Company.  As a result of this agreement, $15.0 million was
recorded as revenue from related party in the accompanying
                                        
                               AST RESEARCH, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  JUNE 29, 1996

condensed consolidated statements of operations for the three- and six-month
periods ended June 29, 1996.  As of June 29, 1996, $15 million was receivable
from Samsung as a result of these agreements and is included in accounts
receivable in the accompanying condensed consolidated balance sheet.

  During the three- and six-month periods ended June 29, 1996, the Company
purchased components and products from Samsung of approximately $29.5 million
and $113.9 million, respectively.  Amounts payable to Samsung at June 29, 1996
were $45.7 million.

Subsequent Events

  On July 11, 1996, the Company repaid the $90 million promissory note due to
Tandy related to the Company's 1993 acquisition of Tandy's personal computer
manufacturing operations.  Payment was in the form of 4,498,594 shares of the
Company's common stock valued at $30 million, and $60 million in cash.  In
accordance with Statement of Financial Accounting Standards No. 6,
"Classification of Short-Term Obligations Expected to be Refinanced," ("SFAS
6"), $30 million of the promissory note was reclassified from current portion of
long-term debt to long-term debt in the accompanying condensed consolidated
balance sheet, as the obligation was refinanced on a long-term basis.

  Subsequent to the issuance of shares to Tandy, also on July 11, 1996, the
Company issued 8,499,336 shares of its common stock to Samsung in exchange for
$60 million in cash that was used to repay Tandy.  This issuance was at
Samsung's discretion pursuant to the 1995 Letter of Credit Agreement between the
Company and Samsung.

  Sections 382 and 383 of the Internal Revenue Code of 1986 place certain
limitations on U.S. net operating loss carryforwards and excess credits if of
one or more shareholders have increased their aggregate equity ownership of the
Company by more than 50 percentage points, within a three year measurement
period.  As a result of these subsequent events, Tandy and Samsung's combined
equity ownership has now exceeded 50 percentage points.  Accordingly, the amount
of taxable income or income tax in any particular year that can be offset by net
operating loss and tax credit carryforward amounts is limited to a prescribed
annual amount equal to 5.78% of the fair market value of the Company as of July
11, 1996.  Based on preliminary calculations, the Company does not believe that
any of the net operating loss or tax credit carryforward amounts in the
aggregate will be unusable solely as a result of the annual limitation, although
the amounts that can be utilized in any year may be limited.


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  JUNE 29, 1996
RESULTS OF OPERATIONS

  The following table represents the results of operations for the periods
indicated as a percentage of total revenue.

<TABLE>
<CAPTION>
____________________________________________________________________________________________________
                                         Percentage of Total Revenue   Percentage of Total Revenue
                                              Three Months Ended             Six Months Ended
                                         ____________________________  ____________________________
                                              June 29,  July 1,             June 29,  July 1,
                                                1996      1995                1996      1995
____________________________________________________________________________________________________
<S>                                           <C>       <C>                 <C>       <C>
Net sales                                       97.3%    100.0%               97.7%    100.0%
Revenue from related party                       2.7         -                 2.3         -
____________________________________________________________________________________________________
Total revenue                                  100.0     100.0               100.0     100.0
Cost of sales                                   96.6      91.7               100.1      89.3
____________________________________________________________________________________________________
Gross profit (loss)                              3.4       8.3                (0.1)     10.7
____________________________________________________________________________________________________
Selling, general and administrative expenses    16.0      12.2                15.3      12.1
Engineering and development expenses             1.7       1.3                 1.9       1.4
Restructuring and other charges                  2.1         -                 1.0         -
____________________________________________________________________________________________________
Operating loss                                 (16.4)     (5.2)              (18.3)     (2.8)
Financing and other expense, net                (1.4)     (0.7)               (1.5)     (0.8)
____________________________________________________________________________________________________
Loss before income taxes                       (17.8)     (5.9)              (19.8)     (3.6)
Income tax provision (benefit)                    -       (1.1)                 -       (0.7)
____________________________________________________________________________________________________
Net loss                                       (17.8%)    (4.8%)             (19.8%)    (2.9%)
====================================================================================================
The following table represents selected key asset turnover ratios for the periods
indicated:                                                   
                                                               
Days total revenue in accounts receivable       63.0      53.7                64.4      53.4
Inventory turnover (annualized)                  9.8       9.6                 9.9       9.4
====================================================================================================
</TABLE>

Total Revenue

  Net sales for the quarter ended June 29, 1996 decreased 19% to $538.7 million
from $662.0 million for the quarter ended July 1, 1995.  Net sales for the six
months ended June 29, 1996 declined 21% from $1,332.2 million to $1,058.7
million.  The decrease in net sales in the quarter ended June 29, 1996 was
primarily caused by a decline in international sales over the prior-year period
and the effects of continued competitive industry conditions.  During the second
quarter, the Company experienced decreased international sales in both its
Europe and Asia Pacific regions.  The decline in the Europe region sales was
attributable to a general slowing in the marketplace causing a decline in demand
for both business and consumer desktop products.  Lower Asia Pacific region
sales were due to a more rapid shift in both availability of and resulting
demand for Pentium(R) processor-based systems than had been anticipated.  Net
sales within the Company's Americas region declined by 4% primarily due to the
intensely competitive personal computer industry and lower net sales in Canada.
The decrease in net sales for the six months ended June 29, 1996 was primarily
caused by, in addition to the factors mentioned above affecting the second
quarter, excess competitor inventory in the sales channel, reduced demand for
personal computers during the first two months of fiscal year 1996, aggressive
pricing actions throughout the industry and internal product development delays.
The Company continues to take aggressive pricing actions within all of its
regions to maintain its competitive market position.  The Company anticipates
that the competitive pricing environment will continue and that additional
pricing actions may be necessary in order to maintain its competitive price and
performance product profile.  However, there can be no assurance that future
pricing actions will be effective in maintaining existing unit sales or in
stimulating unit sales growth.

  In the quarter ended June 29, 1996, the Company's worldwide unit shipments
decreased 19% to 321,000 from 396,000 in the comparable prior-year period.  For
the six months ended June 29, 1996, unit shipments decreased 22% to 621,000 from
796,000 in the comparable prior-year period.  The decrease in sales resulting
from decreased unit shipments was partially offset by increased shipments of
Pentium(R) processor-based desktop systems and notebooks, which generally sell
at a higher average selling price.  In the second quarter of fiscal year 1996,
the Company introduced a 486-based low cost multimedia desktop system made
exclusively for Wal-Mart, which is priced below $1,000.  The Company shipped
35,000 of these units in the second quarter, leading to a decline in overall
average selling prices, partially offset by the increase in the average selling
price caused by a higher percentage of shipments of Pentium(R) processor-based
systems.  The Company anticipates that it will continue to sell similar $1,000
price-level systems, which could continue to impact the overall average selling
price of the Company's products.  The foregoing forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially.  See "Additional Factors That May Affect Future Results" herein.

  Net sales from desktop system products decreased 26% to $362.7 million in the
second quarter of fiscal year 1996 from $489.5 million in the comparable prior-
year period, and shipments of desktop units declined 20% to 274,000 units from
342,000 in the comparable prior-year period.  Net sales from desktop system
products decreased 21% to $769.9 million in the six-month period ended June 29,
1996  from $976.3 million in the comparable prior-year period, and shipments of
desktop units declined 22% to 621,000 units from 796,000 in the comparable 
prior-year period.  The decrease can primarily be attributed to lower 
international sales caused by decreased demand for personal computers, decreased
sales into the People's Republic of China ("PRC"), aggressive industry pricing 
actions which led to lower average selling prices and lower average selling 
prices per unit in the first quarter on certain products as the Company sought 
to reduce sales channel inventories of older products.  Also contributing to the
decline in sales dollars in excess of the decline in units sold was a lower 
average selling price per unit on certain products caused by the Company's 
shipment of 35,000 units of its new 486-based low cost multimedia desktop 
systems to Wal-Mart during the quarter ended June 29, 1996.  These declines in 
average selling prices were partially offset by a higher average selling price 
per unit on Pentium(R) processor-based Advantage! and Bravo desktop systems.  
Sales of the Company's desktop systems represented 68% and 78% of net sales for 
the second quarter of fiscal year 1996 and the comparable prior-year period, 
respectively, and 72% and 74% for the six months ended June 29, 1996 and the 
comparable prior-year period, respectively.

  Net sales from notebook computer products increased 2% to $120.4 million in
the second quarter of fiscal year 1996 from $117.9 million in the comparable
prior-year period.  The increase in net sales of notebook computers occurred
despite a 13% decrease in unit shipments to 47,000 in the second quarter of
fiscal year 1996 from 54,000 in the comparable prior-year period.  This increase
in notebook system sales is attributable to higher average selling prices per
unit on Pentium(R) processor-based Ascentia notebooks.  For the six-month period
ended June 29, 1996, notebook sales decreased 15%, while unit shipments declined
25%, primarily due to higher average selling prices per unit on the Pentium(R)
processor-based Ascentia notebook computers.  Net sales of the Company's
notebook computer products represented 22% and 18% of net sales for the second
quarter of fiscal year 1996 and the comparable prior-year period, respectively,
and 19% and 17% for the six months ended June 29, 1996 and the comparable prior-
year period, respectively.

  Net sales from the Company's Americas region, which includes the United States
and Canada, decreased 4% to $337.9 million in the second quarter of fiscal year
1996, compared to $352.9 million in the comparable prior-year period.  For the
six months ended June 29, 1996, net sales declined 14% to $598.4 million from
$699.3 million in the comparable prior-year period.  Net sales to the
independent reseller/dealer sales channel for the second quarter of fiscal year
1996 decreased 23% compared to the comparable prior-year period, and accounted
for 52% of total Americas region sales, while such sales decreased 30% and
accounted for 53% of total Americas region sales for the six-month period ended
June 29, 1996.  Second quarter fiscal year 1996 sales to the consumer retail
sales channel of $162.0 million increased 30% over the comparable prior-year
period, while sales for the six-month period increased 15% to reach $282.0
million.  The increase in the consumer retail channel is primarily the result of
the Company's shipment of 35,000 units of its new 486-based low cost multimedia
desktop systems to Wal-Mart during the quarter ended June 29, 1996.

  International sales, which includes the Company's Europe and Asia Pacific
regions, decreased 35% to $200.9 million in the second quarter of fiscal year
1996 from $309.1 million in the comparable prior-year period and decreased 27%
to $460.4 million from $632.9 million for the six-month period ended June 29,
1996 and the comparable prior-year period, respectively.  International sales
represented 37% and 47% of net sales in the second quarter of fiscal year 1996
and the comparable prior year period, respectively, and represented 43% and 48%
for the six-month periods ended June 29, 1996 and July 1, 1995, respectively.
Net sales from the Company's Europe region decreased 26% in the second quarter
and 23% for the six month period ended June 29, 1996 from the comparable prior-
year periods with sales declines occurring primarily within the Company's Nordic
territory and the United Kingdom.

  Sales from the Company's Asia Pacific region, which includes Asia, the Pacific
Rim, and the Middle East, declined 51% in the second quarter of fiscal year 1996
and 38% for the six month period ended June 29, 1996 from the comparable prior-
year periods.  The decrease in net sales was primarily attributable to sales
declines in the PRC, where reduced demand for the Company's products was caused
by an unexpectedly rapid shift in both availability of and resulting demand for
Pentium(R) processor-based systems in the current quarter.  Sales into the PRC
accounted for approximately 1% of the Company's net sales in the second quarter
of fiscal year 1996, compared with approximately 7% in the comparable prior-year
period and 2% versus 6% for the six-month periods ended June 29, 1996 and July
1, 1995, respectively.  Also contributing to the decline in sales into the PRC
was a significant increase in competitive pressures within the PRC marketplace,
including a significant increase in lower priced products, causing increased
pricing pressures.  The Company believes that economic factors such as
competitive pricing and a lower margin customer mix will continue to impact this
region's future sales and operating results.  The foregoing forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially.  See "Additional Factors That May Affect Future Results"
herein.  Although the PRC has historically provided the Company with significant
sales, future sales of the Company's products into the PRC are highly dependent
upon continuing favorable trade relations between the United States and the PRC,
the general economic and political stability of the region and the competitive
position of the Company in the local PRC marketplace.  Economic and political
risks in the countries in this geographical area could have a corresponding
impact on future sales and operating results.

  The results of the Company's international operations are subject to currency
fluctuations.  As the value of the U.S. dollar weakens relative to other
currencies, sales in those currencies convert to more U.S. dollars; conversely,
when the value of the U.S. dollar strengthens relative to other currencies,
sales in those countries convert to fewer U.S. dollars.  The Company's net sales
were increased by 0.04% during the six months ended June 29, 1996 compared to an
increase of 3.0% in the comparable prior-year period, due to fluctuations in the
average value of the U.S. dollar relative to other currencies.

  Total revenue for the six months ended June 29, 1996 includes $15.0 million
from an Intellectual Property Assignment Agreement dated June 27, 1996, $5
million from a Server Technology Transfer Agreement dated February 22, 1996 and
$5 million from a Strategic Consulting Agreement dated February 22, 1996, each
of which is with Samsung Electronics Co., Ltd. ("Samsung").  The Intellectual
Property Assignment Agreement assigns a first group of certain patent
applications of the Company to Samsung in exchange for a payment of $15 million
to the Company.  Samsung also has an option under this agreement to purchase
another group of patent applications at any time between July 1, 1996 and
December 20, 1996, the terms of which will be agreed upon at that time.  The
Server Technology Transfer Agreement and the Strategic Consulting Agreement
grants Samsung royalty-free license through July 31, 2000 to use the technical
information supplied by the Company to produce server technology products and to
use various marketing and sales planning studies provided by the Company,
respectively, in exchange for $5 million for each agreement.  The patent
assignment of the first group of patents was completed and both the $15 million
payment and the $5 million payments are not refundable nor are they contingent
upon the rendering of future services by the Company.  A total of $25 million
related to these agreements was recorded as revenue from related party in the
condensed consolidated statements of operations for the six months ended
June 29, 1996.

Gross Profit (Loss)

  The Company's gross profit for the second quarter of fiscal year 1996 was 3.4%
compared to a gross profit of 8.3% in the comparable prior-year period.  The
decrease in the Company's gross margin resulted primarily from aggressive
pricing actions due to slower international demand and increased competition in
the Company's Americas and international locations.  The Company's margin for
the six-month period ended June 29, 1996 was a gross loss of (0.1%), compared to
a 10.7% margin in the comparable prior-year period.  This decline was caused by,
in addition to the above factors for the second quarter, excess competitor
inventory in the sales channel, which required aggressive pricing actions to
reduce sales channel inventory of the Company's older products and overall
reduced demand for personal computers during the first two months of fiscal year
1996.  The Company also encountered selected internal product development issues
which led to temporary delays in the shipment of selected consumer spring
product lines in the first quarter of fiscal year 1996.  Gross margins were also
negatively impacted by the Company's continued aggressive inventory management
efforts which resulted in both lower average selling prices and lower margins on
certain products.  Increased warranty and excess and obsolete inventory
provisions also negatively impacted margins.  The increase in the warranty
provision was due to an increase in costs associated with increased warranty
claims while the increased levels of inventory reserves were due to the impact
of reduced production plans and lower than anticipated sales levels.

  In the second quarter of fiscal year 1996, the Company approved and
implemented a restructuring plan, separate and apart from the restructuring plan
implemented in transition period 1995, designed to restructure its worldwide
operations into three regional operating groups.  The Company's plans include
the consolidation and/or closure of certain regional offices and reconfiguration
centers and the suspension of its notebook manufacturing operations in Taiwan,
accompanied by the transfer of notebook manufacturing to third-party original
equipment manufacturers.  As a result of the closure of the Company's notebook
manufacturing operations, the remaining notebook production inventory was
rendered obsolete.  In addition, the Company closed a service facility in the
United Kingdom, resulting in excess and obsolete service inventory.  The Company
wrote down this excess and obsolete inventory to its net realizable value.
These write-downs were charged to cost of sales, negatively impacting gross
margins by $2.8 million, which reduced gross margins by 0.5 and 0.3 percentage
points for the second quarter and six-month period ended June 29, 1996,
respectively.  The Company believes this charge is directly related to the
restructuring and considers the charge to be non-recurring.

  The Company believes that the industry will continue to be characterized by
rapid technological advances and short product life-cycles resulting in
continued risk of product obsolescence.  If the Company's products become
technically obsolete, the Company's net sales and profitability may be adversely
affected.  The personal computer industry continues to experience significant
pricing pressures and the Company believes that industry consolidation and
restructuring will continue to result in an aggressive pricing environment and
continued pressure on the Company's gross profit margins during fiscal year
1996.  During the first six months of fiscal year 1996, the Company and the
majority of its competitors continued to introduce new, lower-priced, higher-
performance personal computers resulting in continued pricing pressures on both
new and older technology products.  Future pricing actions by the Company and
its competitors may continue to adversely impact the Company's gross margins and
profitability, which could also result in decreased liquidity and could
adversely affect the Company's financial position.

  The effect of foreign currency fluctuations on sales has a corresponding
impact on gross profit, as the Company's production costs are incurred primarily
in U.S. dollars.  This period-to-period currency fluctuation resulted in an
approximate 0.5 percentage point increase in gross margin in the first six
months of fiscal year 1996 compared to the comparable prior-year period.  If the
value of the U.S. dollar strengthens in the future, gross margins of the Company
will be negatively impacted.

  The Company's gross loss for the six months ended June 29, 1996 was reduced by
$25 million, or 2.3 percentage points as a result of revenue of $10.0 million
from a Server Technology Transfer Agreement and a Strategic Consulting
Agreement, both dated February 22, 1996, and revenue of $15 million related to
an Intellectual Property Assignment Agreement dated June 27, 1996 with Samsung.
The Company's gross margin for the second quarter was improved by 2.7 percentage
points due to the $15 million in revenue from the Intellectual Property
Assignment Agreement.  The revenue from these agreements, totaling $25 million,
was recorded as revenue from related party in the accompanying condensed
consolidated statement of operations for the six months ended June 29, 1996.

Operating Expenses

  Total selling, general and administrative expenses in the second quarter of
fiscal year 1996 of $88.6 million increased by $7.9 million from the comparable
prior-year period and represented 16.0% of total revenue, versus 12.2% of total
revenue in the comparable prior-year period.  Six month selling general and
administrative expenses of  $165.6 million increased by $4.0 million from the
comparable prior-year period and represented 15.3% of total revenue versus 12.1%
of total revenue in the comparable prior-year period.  The increase in the six-
month period can be attributed to higher bad debt expense of $2.4 million
associated with an accounts receivable balance rendered uncollectible as a
direct result of the Company's decision to close its German subsidiary as part
of the Company's second quarter restructuring plan as well as increased
advertising expenditures and higher technical support costs.

  Beginning in fiscal year 1996, the Company embarked on an aggressive new
marketing campaign designed to increase demand for the Company's products
including a new U.S. television advertising campaign that aired on selected
domestic cable networks and an ongoing outdoor advertising campaign in major
U.S. cities and airports.  The new marketing initiatives have resulted in and
are expected to continue to result in an increase in selling, general and
administrative expenses throughout fiscal year 1996.  The foregoing forward-
looking statements involve risks and uncertainties that could cause actual
results to differ materially.  See "Additional Factors That May Affect Future
Results" herein.

  Engineering and development costs for the three- and six-month periods ended
June 29, 1996 increased by $0.8 million and $2.3 million, respectively, and
increased as a percentage of total revenue by 0.4% and 0.5% for each period,
respectively, due primarily to higher engineering materials expense related to
new product introductions.

  The personal computer industry is characterized by increasingly rapid product
life-cycles.  Accordingly, the Company is committed to continued investment in
research and development and believes that the timely introduction of enhanced
products with favorable price/performance features is critical to the Company's
future growth and competitive position in the marketplace.  However, there can
be no assurance that the Company's products will continue to be commercially
successful or technically advanced, or that it will be able to deliver
commercial quantities of new products in a timely manner.  The foregoing 
forward-looking statements involve risks and uncertainties that could cause 
actual results to differ materially.  See "Additional Factors That May Affect 
Future Results" herein.

  In the second quarter of fiscal year 1996, the Company approved and
implemented a restructuring plan, separate and apart from the restructuring plan
implemented in transition period 1995, designed to restructure its worldwide
operations into three regional operating groups.  The Company's plans include
the consolidation and/or closure of certain regional offices and reconfiguration
centers and the suspension of its notebook manufacturing operations in Taiwan,
accompanied by the transfer of notebook manufacturing to third-party original
equipment manufacturers.  In accordance with this plan, the Company recorded a
restructuring charge of approximately $6.5 million in the quarter ended June 29,
1996.  Costs included in the restructuring charge consist primarily of employee
severance, asset write-downs and provisions for lease obligations.
Approximately $5.8 million is expected to involve cash disbursements with the
remaining costs primarily involving asset write-downs.  The employee severance
will involve approximately 240 employees, across all functions and levels.  In
the quarter ended June 29, 1996, the Company incurred cash expenditures of $1.4
million, all of which related to severance payments.  As of June 29, 1996,
approximately 190 employees have been terminated under this plan.  The Company
expects that a majority of the restructuring will be completed by the end of the
third quarter of fiscal year 1996, with certain charges such as lease
obligations extending through fiscal year 2001.  The foregoing forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially.  See "Additional Factors That May Affect Future Results"
herein.

  In addition to the Company's $6.5 million restructuring charge taken in the
second quarter of fiscal year 1996, the Company incurred other charges of $4.7
million, including $1.1 million in asset write-downs directly associated with
its restructuring activities in Europe, and other charges of $3.6 million
related to benefits provided for under the Founder's Agreement with Safi U.
Qureshey, the Company's Chairman Emeritus.  The asset write-down of
approximately $1.1 million was provided as a result of management's commitment
to dispose of its existing sales facility in France.  The Company believes this
charge is directly related to the restructuring and considers them to be non-
recurring.

  Effective July 27, 1993, the Company entered into a separate employment
contract ("Founder's Agreement") with founder and former Chairman of the Board
(now Chairman Emeritus), Safi U. Qureshey, who was then serving as the Company's
Chief Executive Officer.  The Founder's Agreement provided for five years of
salary, health and welfare benefits, two years of bonus, acceleration of stock
options and certain other benefits if active employment was terminated by the
Company or by Mr. Qureshey under specified conditions.  On June 28, 1996, the
Company elected Kwang-Ho Kim as Chairman and named Mr. Qureshey Chairman
Emeritus.  As a result of this change, the Founder's Agreement was amended to
allow Mr. Qureshey to exercise his rights under the agreement at any time.
Therefore, in accordance with Statement of Financial Accounting Standards No. 88
("SFAS 88"), "Employers' Accounting for Settlements and Curtailments of Defined
Benefit Pension Plans and for Termination Benefits," the Company provided $3.6
million representing the present value of the benefits payable to Mr. Qureshey.

   In accordance with SFAS No. 121, long-lived assets and certain identifiable
intangibles held and used by the Company will be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable.  The recoverability test is performed at a
consolidated level based on undiscounted net cash flows since the assets being
tested do not have identifiable cash flows that are largely independent of other
asset groupings.  Based upon the Company's analysis under SFAS No. 121, the
Company believes that no impairment of the carrying value of its long-lived
assets including goodwill existed at June 29, 1996.  The Company's analysis at
June 29, 1996 was based on an estimate of future undiscounted cash flows using
forecasted results of operations.  Should the results of these forecasts not be
achieved, future analysis may indicate insufficient future undiscounted net cash
flows to recover the carrying value of the Company's long-lived assets, in which
case SFAS No. 121 would require the carrying value of such assets to be written
down to fair value.  The Company would then be required to make a determination
of the fair value of its long-lived assets and would write-down the carrying
value of its long-lived assets to their estimated fair value.  In the event that
a write-down is required, the Company would first write down the carrying value
of its goodwill, then write down additional amounts to its remaining long-lived
assets, if necessary, to reduce the carrying value of its long-lived assets to
their respective estimated fair value.  As of June 29, 1996, the carrying value
of goodwill is approximately $22.5 million.

  The Company's recoverability test assumes certain levels of growth in sales as
well as improvements in gross margins as a percentage of sales, as occurred in
the second quarter of fiscal year 1996.  Should the projected trend in sales
growth or improvement in gross margins not be achieved, the Company's projected
results of operations and cash flows may require downward adjustments, and, as a
result, impairment of the Company's long-lived assets may be indicated.  In the
event impairment is indicated, a write-down may be required.  The Company's
historical results of operations and its cash flows in the first six months of
fiscal year 1996, transition period 1995 and in fiscal years 1995 and 1994
indicate that it is at least reasonably possible that such circumstances could
arise during the remainder of fiscal year 1996.

Other Income and Expense

  In the second quarter of fiscal year 1996, the Company incurred interest
expense of $8.0 million compared to $5.9 million in the comparable prior-year
period.  For the six months ended June 29, 1996, the Company incurred interest
expense of $15.8 million compared to $10.5 million in the comparable prior-year
period.  Interest expense increased by $2.1 million and $5.3 million,
respectively, primarily as a result of $4.1 million and $8.2 million of
amortization expense for the three months ended and for the six months ended
June 29, 1996, respectively, associated with the cost of obtaining a Samsung
credit guarantee in December 1995.  The increase in interest expense was
partially offset by lower interest expense due to both lower short-term
borrowings and a lower rates of interest on those borrowings during the three
and six months ended June 29, 1996 compared to the comparable prior-year
periods.

  Of the $15.8 million in total interest expense for the six months ended June
29, 1996, approximately $11.6 million does not require cash payments.
Approximately $8.2 million represents amortization of a Samsung credit guarantee
and approximately $3.4 million represents amortization of the discount on the
Company's Liquid Yield Option Notes ("LYONs"), plus related amortization of debt
issue costs on the LYONs.

  For the six months ended June 29, 1996, the Company recognized net other
expense of $2.1 million compared to net other expense of $0.8 million in the
comparable prior-year period.  Other expense relates primarily to net foreign
currency transaction and remeasurement gains and losses and the costs associated
with the Company's foreign currency hedging activities.  The increased loss in
the six-month period ended June 29, 1996 was primarily due to the unfavorable
movement of the U.S. dollar relative to other currencies over the comparable
prior year period.  The Company utilizes a limited hedging strategy which is
designed to minimize the effect of remeasuring the local currency balance sheets
of its foreign subsidiaries on the Company's consolidated financial position and
results of operations.  See further discussion included under "Liquidity and
Capital Resources."

Income Tax Provision (Benefit)

  The Company recorded an effective income tax provision (benefit) rate of 0%
and (19.5%) during the three- and six-month periods ended June 29, 1996 and the
comparable prior-year periods.  The decrease in the fiscal year 1996 effective
tax rate was primarily due to a 100% valuation allowance provided against
additional deferred tax assets (including loss carryforwards) that arose during
the first six months of fiscal year 1996.

  Realization of the deferred tax assets, which primarily relate to net
operating loss carryforwards, inventory reserves and other accrued liabilities,
is dependent on the Company generating approximately $142 million of future
taxable income during applicable carry forward periods.  Although the Company is
primarily relying on certain tax planning strategies to generate such future
taxable income, such income could also arise from reversals of existing taxable
temporary differences and/or sales of new and existing products.  The timing and
amount of such future taxable income may be impacted by a number of factors,
including those discussed below under "Additional Factors That May Affect Future
Results."  To the extent that estimates of future taxable income are reduced or
not realized, the amount of the deferred tax asset considered realizable could
be adversely affected.

  Sections 382 and 383 of the Internal Revenue Code of 1986 place certain
limitations on U.S. net operating loss carryforwards and excess credits if of
one or more shareholders have increased their aggregate equity ownership of the
Company by more than 50 percentage points, within a three year measurement
period.  As a result of these subsequent events, Tandy and Samsung's combined
equity ownership has now exceeded 50 percentage points.  Accordingly, the amount
of taxable income or income tax in any particular year that can be offset by net
operating loss and tax credit carryforward amounts is limited to a prescribed
annual amount equal to 5.78% of the fair market value of the Company as of July
11, 1996.  Based on preliminary calculations, the Company does not believe that
any of the net operating loss or tax credit carryforward amounts in the
aggregate will be unusable solely as a result of the annual limitation, although
the amounts that can be utilized in any year may be limited.

Asset Turnover Ratios

  Days total revenue in accounts receivable for the three- and six- month
periods ended June 29, 1996 increased to 63.0 and 64.4 days, respectively, from
53.7 and 53.4 days, respectively, in the comparable prior-year periods.  The
increase is primarily due to increased competitive pressures which have required
the Company to offer extended payment terms, primarily in the Company's Europe
and Asia Pacific regions.

LIQUIDITY AND CAPITAL RESOURCES

  Working capital of $62.0 million at June 29, 1996 included cash and cash
equivalents of $66.9 million compared to working capital of $223.5 million and
cash and cash equivalents of $125.4 million at December 30, 1995.  Net cash used
in operating activities of $67 million was primarily used to fund the Company's
current period operating loss.  In addition to the decrease in cash and cash
equivalents, the decrease in working capital can primarily be attributed to
lower inventory and other current assets, and higher accounts payable and short-
term borrowings.  These reductions in working capital were partially offset by a
reclassification, in accordance with SFAS 6, of $30 million of the $90 million
promissory note payable to Tandy Corporation ("Tandy") that was refinanced as
long-term through the issuance of common stock to Tandy subsequent to June 29,
1996.  The reduction in inventory was primarily due to improved inventory
management.  The Company had $95.0 million in short-term borrowings at June 29,
1996 compared to $75.0 million at December 30, 1995.  During the first quarter
of fiscal year 1996, the Company used $67.4 million of cash to fund its
operating loss for the quarter.

  Net cash used in investing activities decreased during the first six months of
fiscal year 1996 compared with the comparable prior-year period, primarily due
to a decrease in purchases of other assets, which was related to the prepayment
of a licensing agreement in the prior-year period.  Net capital expenditures
totaled $8.9 million in the first six months of fiscal year 1996 compared to
$8.4 million in the comparable prior-year period.  Capital expenditures
consisted primarily of additions to plant and production equipment.  The Company
expects its total fiscal year 1996 capital expenditures to be somewhat greater
than those incurred in the first six months of fiscal year 1996, annualized for
a full year of expenditures as it proceeds with the implementation of a new
worldwide transaction-based information system.  The foregoing forward-looking
statement involves risks and uncertainties that could cause actual results to
differ materially.  See "Additional Factors That May Affect Future Results"
herein.

  Net cash provided by financing activities of $18.1 million was due primarily
to the proceeds from short-term borrowings, partially offset by repayment of
long-term debt.

  The Company regularly reviews its cash funding requirements on a consolidated
basis and attempts to meet those requirements through a combination of cash on
hand, cash provided by operations, available borrowings under any credit
facilities and possible future public or private debt and/or equity offerings.
The Company utilizes a centralized corporate approach for its cash management
activities and attempts to maximize the use of its consolidated cash resources
so as to minimize additional debt requirements while complying with any legal or
other restrictions upon the free flow of funds from one segment, division or
subsidiary to another.  The Company invests its excess cash in investment grade
short-term money market instruments.

  On December 21, 1995, the Company signed an Additional Support Agreement with
Samsung that provides additional financial support to the Company, including a
guaranty by Samsung of a line of credit of up to $200 million through December
1997 and a vendor line of credit with Samsung of $100 million through November
1997 for component purchases.  In exchange for the additional financial support,
the Company issued an option to Samsung to purchase 4.4 million shares of the
Company's common stock at an exercise price of $.01 per share, exercisable
between July 1, 1996 and June 30, 2001, and allowed Samsung to add an additional
member to the Company's Board of Directors.  The benefits received in exchange
for the option were recorded in "Other assets" based on the fair value of the
option at the date of issuance, or $31.0 million.  In connection with this
agreement, the Company incurred professional fees of approximately $2.0 million,
which were also capitalized.  This other asset will be amortized on a straight-
line basis to interest expense over the benefit period ending December 1997.

  On December 27, 1995, the Company entered into a $100 million revolving credit
agreement, guaranteed by Samsung as part of the Additional Support Agreement,
with a final maturity date of December 25, 1996.  The revolving credit agreement
allows the Company to borrow at a rate of LIBOR plus .25% per annum, or the
bank's reference rate, at the Company's option.  The Company is required to pay
a commitment fee equal to .125% per annum based on the average daily unused
portion of the facility.  The fee is payable quarterly in arrears.  On March 6,
1996, the total amount available for borrowings under the facility and
guaranteed by Samsung was increased to $200 million.  All other terms of the
credit agreement remained unchanged.  At June 29, 1996, there was $95.0 million
outstanding as borrowings under this credit facility at an average interest rate
of 5.73% per annum.

  On July 11, 1996, the Company repaid the $90 million promissory note due to
Tandy Corporation ("Tandy") related to the Company's 1993 acquisition of Tandy's
personal computer manufacturing operations.  Payment was in the form of
4,498,594 shares of the Company's common stock valued at $30 million, and $60
million in cash.

  Subsequent to the issuance of shares to Tandy, also on July 11, 1996, the
Company issued 8,499,336 shares of its common stock to Samsung in exchange for
$60 million in cash that was used to repay Tandy.  This issuance was at
Samsung's discretion pursuant to the 1995 Letter of Credit Agreement between the
Company and Samsung.

  The Company's working capital increased by $60 million, and its total
shareholders' equity increased by $90 million after completion of the repayment
of the Tandy note, and issuance of its common stock to Tandy and Samsung.

  On December 14, 1993, the Company issued $315 million par value of Liquid
Yield Option Notes ("LYONs") due December 14, 2013 and received total proceeds
of approximately $111.7 million.  The LYONs are zero coupon convertible
subordinated notes which were sold at a significant discount from par value with
a yield to maturity of 5.25% and a total value at maturity of $315.0 million
payable in cash.  There are no periodic payments of interest on the LYONs.  Each
$1,000 principal amount at maturity of LYONs is convertible into 12.993 shares
of the Company's common stock at any time.  Upon conversion of a LYON, the
Company may elect to deliver shares of common stock at the conversion rate or
cash equal to the market value of the shares of common stock into which the
LYONs are convertible.  The holder of a LYON may require the Company to purchase
all or a portion of its LYONs on December 14, 1998, December 14, 2003 and
December 14, 2008 (the "Purchase Dates"), and such payments may reduce the
liquidity of the Company.  However, the Company may, subject to certain
exceptions, elect to pay the purchase price on any of the three Purchase Dates
in cash or shares of common stock based upon its then fair market value as
defined in the indenture, or any combination thereof.  The Company has made no
decision as to whether it will meet these future purchase obligations in cash,
common stock, or any combination thereof.  Such decision will be based on market
conditions at the time a decision is required, as well as management's view of
the liquidity of the Company at such time.  In addition, as of 35 business days
after the occurrence of any change in control of the Company occurring on or
prior to December 14, 1998, each LYON will be purchased for cash by the Company,
at the option of the holder, for a change in control purchase price equal to the
issue price of the LYONs plus accrued original issue discount through the date
set for such purchase.  A change in control of the Company is deemed to have
occurred under the terms of the LYONs at such time as any person, other than the
Company, has become the beneficial owner of 50% or more of the Company's common
stock or the Company is not the surviving corporation of any consolidation or
merger of the Company.  Samsung's ownership of the Company's common stock of
approximately 49.6% after the issuance of shares in connection with the
repayment of the Tandy note on July 11, 1996 and assuming exercise of its option
on 4.4 million shares of common stock as part of the Additional Support
Agreement, does not constitute a change in control for purposes of the LYONs.
In addition, the Stockholder Agreement between the Company and Samsung dated
July 31, 1995, prohibits Samsung from acquiring in excess of 49.9% of the common
stock of the Company until after the close of business on December 14, 1998,
when the change in control provisions of the LYONs expire.  Accordingly, the
Company currently does not anticipate a change in control to occur for purposes
of triggering the LYONs.

  The Company's ability to fund its activities from operations is directly
dependent upon its rate of growth, ability to effectively manage its inventory,
the terms under which suppliers extend credit to the Company, the terms under
which the Company extends credit to its customers and its ability to collect
under such terms, the manner in which it finances any capital expansion, and the
Company's ability to access external sources of financing.  While the Company
currently has adequate sources of external financing available to meet its
current operating requirements, these sources of external financing are
supported by a guarantee provided for the Company by Samsung.  The Company has
not determined what steps it will take with respect to the expiration of the
existing additional support agreement in December 1997.  The Company believes
that it will have adequate time prior to the expiration of the support agreement
to arrange for new sources of external financing.  The foregoing forward-looking
statement involves risks and uncertainties that could cause actual results to
differ materially.  See "Additional Factors That May Affect Future Results"
herein.  However, if the Company is unable to arrange for external financing in
December 1997, there would be a material adverse effect on the Company's
business, financial position and results of operations.

Foreign Exchange Hedging

  In the ordinary course of business and as part of the Company's asset and
liability management, the Company enters into various types of transactions that
involve contracts and financial instruments with off-balance sheet risk.  The
Company utilizes foreign exchange contracts and foreign currency borrowings to
hedge its exposure to foreign exchange rate fluctuations impacting its U.S.
dollar consolidated financial statements.  The Company attempts to minimize its
exposure to foreign currency transaction and remeasurement gains and losses due
to the effect of remeasuring the local currency balance sheets of its foreign
subsidiaries on the Company's consolidated financial position and results of
operations by utilizing a limited hedging strategy which has included the use of
foreign currency  borrowings, the netting of foreign currency assets and
liabilities and forward exchange contracts.  The actual gain or loss associated
with forward exchange contracts are limited to the contract amount multiplied by
the value of the exchange rate differential between the time the contract is
entered into and the time it matures.  The Company typically holds all of its
contracts until maturity and enters forward contracts ranging in maturity dates
from one to nine months.  Realized and unrealized gains and losses on the
forward contracts are recognized currently in the consolidated statements of
operations, and any premium or discount is recognized over the life of the
contract.  Some foreign locations, such as the PRC, do not allow open market
hedging of their currencies and, therefore, the Company is not able to hedge all
of its exposure to foreign currency fluctuations.

  The Company held forward exchange contracts maturing at various dates through
December 1996 with a face value of approximately $168.6 million and $162.0
million at June 29, 1996 and December 30, 1995, respectively.  The face value of
the contracts approximates the Company's hedgeable net monetary asset exposure
to foreign currency fluctuations at those respective dates.   Unrealized losses
associated with these forward contracts totaling $1.4 million and $0.4 million
at June 29, 1996 and at December 30, 1995 are included in the Company's
consolidated statements of operations for those periods.  Foreign currency
borrowings at June 29, 1996 and at December 30, 1995 totaled $1.7 million and
$4.0 million, respectively.

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

  Future operating results may be impacted by a number of factors that could
cause actual results to differ materially from those stated herein, which
reflect management's current expectations.  These factors include worldwide
economic and political conditions, industry specific factors, the Company's
ability to maintain access to external financing sources (including Samsung) and
its financial liquidity, the Company's ability to timely develop and produce
commercially viable products at competitive prices, the availability and cost of
components, the Company's ability to manage expense levels, the continued
financial strength of the Company's dealers and distributors, and the Company's
ability to accurately anticipate customer demand.

  The Company's future success will be highly dependent upon its ability to
develop, produce and market products that incorporate new technology, are priced
competitively and achieve significant market acceptance.  There can be no
assurance that the Company's products will be technically advanced or
commercially successful due to the rapid improvements in computer technology and
resulting product obsolescence.  There is also no assurance that the Company
will be able to deliver commercial quantities of new products in a timely
manner.  The success of new product introductions is dependent on a number of
factors, including market acceptance, the Company's ability to manage risks
associated with product transitions, the effective management of inventory
levels in line with anticipated product demand and the timely manufacturing of
products in appropriate quantities to meet anticipated demand.  The Company
regularly introduces new products designed to replace existing products.  While
the Company attempts to closely monitor new product introductions and product
obsolescence, there can be no assurance that such transitions will occur without
adversely affecting the Company's net sales, cash flow and profitability.  In
addition, if the Company is unable to successfully anticipate and manage shifts
in personal computer technology, the Company's product life cycles could be
negatively impacted and may continue to have a material adverse effect on the
Company's net sales, cash flow and profitability.

  The Company has, over the past two years, had difficulty in bringing products
to market.  Product development delays have occurred for a variety of reasons,
primarily resulting from difficulties in the Company's product development
processes.  While the Company has focused on these issues and believes that
improved processes and procedures have been designed and implemented, there can
be no assurance that these will be successful.  If these improved processes and
procedures are not successful, there could continue to be material adverse
effects on the Company's net sales, cash flow, and profitability.

  The Company believes that its production capacity for the products it
manufactures should be sufficient to support anticipated unit volumes for the
foreseeable future.  However, if the Company is unable to obtain certain key
components, or to effectively forecast customer demand or manage its inventory,
increased inventory obsolescence or reduced utilization of production capacity
could adversely impact the Company's gross margins and results of operations.

  Increases in demand for personal computers have created industrywide
shortages, which at times have resulted in premium prices being paid for key
components, such as flat panel display screens, Dynamic Random Access Memory
chips ("DRAMs"), Static Random Access Memory chips, CD-ROM drives and monitors.
These shortages have occasionally resulted in the Company's inability to procure
these components in sufficient quantities to meet demand for its products.  In
addition, a number of the Company's products include certain components, such as
microprocessors, video chips, core logic, modems, lithium ion batteries, Static
Random Access Memory chips and Application Specific Integrated Circuits, that
are occasionally purchased from single sources due to availability, price,
quality or other considerations.  These single source suppliers include
purchases of selected lithium ion batteries from Sony Corporation as well as
selected Core Logic from Intel Corporation.  In addition, the Company also
purchases a majority of its microprocessor requirements from Intel Corporation
and a majority of Random Access Memory Chips from Samsung Electronics Co., Ltd.
The Company purchases both components and selected finished goods pursuant to
purchase orders placed in the ordinary course of business and has no guaranteed
supply arrangements with single source suppliers.  Reliance on suppliers
generally involves risks, including the possibility of defective parts, a
shortage of components, an increase in component costs and disruptions in
delivery of components.  Should delays, defects or shortages re-occur or
component costs significantly increase, the Company's net sales and
profitability could be adversely affected.

  Presently, the Company's notebook products are manufactured by outside vendors
including Quanta Computer, Inc. and Compal Electronics, Inc., in Taiwan.  These
original equipment manufacturers, which having been able to provide the Company
with its product requirements are also subject to the same risks inherent in
notebook computing technology, development and manufacturing.  As a result, the
Company's ability to bring its notebook products to market is highly dependent
upon these third-party vendors to effectively design, develop and manufacture
these products.  Should these companies not be able to design, develop or
manufacture the Company's products in a timely manner, the Company's net sales,
cash flows, and profitability could be adversely affected.

  The Company and Samsung have entered into strategic agreements covering a
broad range of commercial relationships including, among others, component
supply agreements for certain critical components manufactured by Samsung and
used by the Company in the manufacture of personal computers and a joint
procurement agreement providing a mechanism for Samsung and the Company to
coordinate their purchases from third parties in order to obtain more favorable
pricing.  However, as Samsung is a supplier of critical components in a highly
competitive marketplace, other suppliers may be less likely to extend attractive
terms to or to do business with the Company.  In addition, because Samsung has
other business involvements typical of large, multi-national companies and is
not based in the U.S., it is possible that some additional suppliers, customers,
employees and others will not react favorably to Samsung's investment in the
Company.

  Samsung is a critical supplier of components to the Company and is based in
South Korea.  Political turmoil between North and South Korea could adversely
affect the Company's operations.

  In December 1995, the Company implemented a restructuring plan designed to
increase its utilization of third-party board manufacturing and design and to
realign its Asia Pacific manufacturing operations.  The Company's increased
reliance on third-party board manufacturers involves risks, including the
possibility of defective boards, a shortage of boards, an increase in board
costs and disruptions in delivery of boards.  Should delays, defects or
shortages occur or board costs significantly increase, the Company's net sales
and profitability could be adversely affected.  Although the Company believes
that the restructuring activities were necessary, no assurance can be given that
the restructuring action will be successful or that similar action will not be
required in the future.

  The ongoing introduction of new technologies across all of the Company's
product lines is intended to enable the Company to keep pace with rapid market
changes and to minimize the effect of continued competitive pricing.  However,
there can be no assurance that the Company will have the financial resources,
marketing and distribution capability, or the technological knowledge to compete
successfully.  In addition, the Company's results of operations could be
adversely impacted if it is unable to effectively implement its technological
and marketing alliances with other companies, such as Microsoft and Intel, and
manage the competitive risks associated with these relationships.

  The Company's ability to compete is largely dependent upon its financial
strength and its ability to adequately fund its operations.  Many of the
Company's competitors are significantly larger and have significantly greater
financial resources than the Company.  The Company's sources of financing
include cash on hand, cash provided by operations, available borrowings under
its revolving credit facility and possible future public or private debt and/or
equity offerings.  The Company's future success is highly dependent upon its
continued access to sources of financing which it believes are necessary for the
continued growth of the Company.  The Company currently has a $200 million
revolving credit facility guaranteed by Samsung.   However, in the event the
Company is unable to maintain access to its existing financing sources, or
increase them as required, there would be a material adverse effect on the
Company's business operations.

  The Company participates in a highly competitive and volatile industry that is
characterized by dynamic customer demand patterns, rapid introduction of new
products, technological advances and product obsolescence resulting in an
extremely competitive pricing environment with downward pressure on gross
margins.  The Company anticipates that the personal computer industry will
continue to experience intense price competition and dramatic price reductions.
There can be no assurance that future pricing actions by the Company and its
competitors will not adversely impact the Company's net sales and profitability.

  Consistent with industry practice, the Company provides certain of its larger
distributors, consumer retailers and dealers with stock re-balancing and price
protection rights that permit these distributors, retailers and dealers to
return slow-moving products to the Company for credit or to receive price
adjustments if the Company lowers the price of selected products within certain
time periods.  Stock rebalancing programs allow customers to return product and
receive credit for the invoiced price less any post-sale pricing reductions.
Partially offsetting the credit issued is the value of the product which is
returned.  The Company, as part of its revenue recognition policy, estimates the
expected returns and reduces both sales and cost of sales accordingly.  Stock
rebalancing and price protection credits represented 6.2% of net sales during
the first six months of fiscal year 1996, 4.2% during transition period 1995,
4.0% for fiscal year 1995, and 2.1% for fiscal year 1994.  If sales and pricing
trends experienced in the current year continue or accelerate, there can be no
assurance that the Company will not experience rates of return or price
protection adjustments that adversely impact the Company's net sales and
profitability in the future.

  The Company's primary means of distribution continues to be third-party
computer resellers and consumer retailers.  While the Company continuously
monitors and manages the credit it extends to its customers to limit its credit
risk, the Company's business could be adversely affected in the event that the
financial condition of its customers weakens.  In the event of the financial
failure of a major customer, the Company would experience disruptions in its
distribution as well as the loss of the unsecured portion of any outstanding
accounts receivable.

  General economic conditions have an impact on the Company's business and
financial results.  From time to time, the markets in which the Company sells
its products experience weak economic conditions that may negatively affect
sales of the Company's products.  Although the Company does not consider its
business to be highly seasonal, it has historically experienced seasonally
higher sales in the consumer retail sales channel in the quarter ended in
December due to strong holiday demand for some of its products in certain
regions.

  The Company's international operations may be affected by changes in United
States trade relationships, increased competition and the political and economic
stability of the locations in which sales occur.  The Company operates in
foreign locations, such as the PRC, where future sales may be dependent upon
continuing favorable trade relations.  Additionally, foreign locations such as
the PRC and Taiwan may experience changes in their general economic stability
due to such factors as increased inflation and political turmoil.  Also,
political tensions between the PRC and Taiwan could adversely affect the
Company's operations, particularly its notebook production.  Any significant
change in United States trade relations or the economic or political stability
of foreign locations in which the Company operates could have an adverse effect
on the Company's net sales and profitability.

  The Company's international operations are also affected by foreign currency
fluctuations.  The financial statements of the Company's foreign subsidiaries
are remeasured into the United States dollar functional currency for
consolidated reporting purposes.  Gains and losses resulting from this
remeasurement process are recognized currently in the consolidated results of
operations.  The Company attempts to minimize the impact of these remeasurement
gains and losses by utilizing a limited hedging strategy which includes the use
of foreign currency borrowings, the netting of foreign currency assets and
liabilities, and forward exchange contracts.  The Company's exposure to currency
fluctuations will continue to increase as a result of the expansion of its
international operations.  Significant fluctuations in currency values could
have an adverse effect on the Company's net sales, gross margins and
profitability.

  The personal computer industry presents risks for claims of infringement of
patents, trademarks and copyrights.  From time to time, the Company is notified
that certain of its products may infringe upon the intellectual property rights
of others.  The Company generally evaluates all such notices on a case-by-case
basis to determine whether licenses are necessary or desirable.  If such claims
are made, there can be no assurance that licenses will be available on
commercially reasonable terms or that retroactive royalty payments on sales of
the Company's computer products will not be required.  In addition, substantial
costs may be incurred in disputing such claims.  The Company believes that the
actions it takes to avoid or minimize the impact to the Company of such claims
are prudent; however, there can be no assurance that such claims will not occur
or would not have a material adverse effect on the Company's business operations
and profitability.  Pursuant to its Strategic Alliance Agreement with Samsung
Electronics Co., Ltd. ("Samsung") dated February 27, 1995, the Company has a
patent cross license agreement with Samsung dated July 31, 1995 that expires on
July 31, 2005 under which the Company indemnifies Samsung against infringement
claims.

  In determining the amount of the valuation allowance required to be
established against deferred tax assets in accordance with the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes", the Company has primarily relied upon its ability to generate future
taxable income using certain available tax planning strategies.  The amount of
taxable income that could actually be generated from such tax planning
strategies is dependent upon the Company being able to sell certain appreciated
assets at the current estimated fair market value.  Although the Company has
utilized an outside valuation firm to determine the current estimated fair
market value of such assets, changes in market conditions could result in a
reduction of the estimated fair market value of these assets that would
adversely affect the amount of the valuation allowance and reduce the amount of
net deferred tax assets considered realizable.  In addition, at July 11, 1996
the sale and issuance of common stock resulted in a change of ownership for
purposes of limitations on net operating loss and tax credit carryforwards.  The
application of those limitations adds uncertainty as to the Company's ability to
utilize its net operating loss and tax credit carryforwards.

  The Company believes factors such as new product introductions, price changes,
or other announcements by the Company or its competitors, as well as quarterly
variations in the financial results of the Company, have caused substantial
fluctuations in the market price of the Company's Common Stock.  In addition,
the stock market has experienced and continues to experience price and volume
fluctuations that have particularly affected the market price for securities of
many companies in the technology sector.  These broad market fluctuations, as
well as general economic and political conditions, may materially adversely
affect the market price of the Company's Common Stock and/or the Company's
ability to raise additional capital.  Total shares outstanding at August 2, 1996
were 57.7 million shares.  Restricted shares represent approximately 46 percent
of this total.

  The Company's corporate headquarters facility, at which the majority of its
research and development activities are conducted, is located near major
earthquake faults which have experienced earthquakes in the past.  While the
Company does carry insurance at levels management believes to be prudent, in the
event of a major earthquake or other disaster affecting one or more of the
Company's facilities, it is likely that insurance proceeds would not cover all
of the costs incurred and, therefore, the operations and operating results of
the Company could be adversely affected.

  Because of these and other factors affecting the Company's operating results,
past financial performance should not be considered a reliable indicator of
future performance, and investors should not use historical trends to anticipate
results or trends in future periods.  In addition, the Company's participation
in the highly competitive personal computer industry often results in
significant volatility in the Company's common stock price.

  This Quarterly Report on Form 10-Q contains certain forward-looking statements
that are based on current expectations.  In light of the important factors that
can materially affect results, including those set forth above and elsewhere in
this Form 10-Q, the inclusion of forward-looking information herein should not
be regarded as a representation by the Company or any other person that the
objectives or plans of the Company will be achieved.  The Company may encounter
competitive, technological, financial, legal and business challenges making it
more difficult than expected to continue to develop, market, manufacture and
ship new products on a timely basis; competitive conditions within the personal
computer industry may change adversely; demand for the Company's products may
weaken; the market may not accept the Company's new products; the Company may be
unable to retain existing key management personnel; inventory risks may rise due
to shifts in market demand; the Company's forecasts may not accurately
anticipate market demand; and there may be other material adverse changes in the
Company's operations or business.  Certain important presumptions affecting the
forward looking statements made herein include, but are not limited to (i)
timely identifying, designing, and delivering new products as well as enhancing
existing products, (ii) implementing current restructuring plans, (iii)
defending positions with the IRS and in the legal proceedings described above,
results of such undertakings being difficult to assess and potential material
adverse effects due to ultimate loss on substantive issues or the substantial
expense and loss of time connected with defense of claims, (iv) accurately
forecasting capital expenditures, and (v) obtaining new sources of external
financing prior to the expiration of existing support arrangements entered into
with Samsung.  Assumptions relating to budgeting, marketing, advertising,
product development, litigation, taxation and other management decisions are
subjective in many respects and thus susceptible to interpretations and periodic
revisions based on actual experience and business developments, the impact of
which may cause the Company to alter its marketing, capital expenditure or other
budgets, which may in turn affect the Company's financial position and results
of operations.

                                     PART II
                                        
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

  The Internal Revenue Service ("IRS") is currently examining the Company's
1989, 1990 and 1991 federal income tax returns.  In addition, the IRS has
completed its examination of the Company's 1987 and 1988 federal income tax
returns and has proposed adjustments to the Company's federal income tax
liabilities for such years.  Initially, the IRS had proposed adjustments of
approximately $8.2 million, plus accrued interest of $10.3 million. The proposed
adjustments relate to the allocation of income and deductions between the
Company and its foreign subsidiaries.  Following the Company's request for an
administrative conference to appeal the proposed adjustments, the IRS Appeals
Office returned the case to the Examination Office for further development,
because the method used in determining the original proposed adjustments was not
adopted in the final regulations.  After its re-examination, the IRS proposed
revised adjustments of approximately $12.6 million, plus accrued interest of
$16.5 million.  Management believes that the Company's position has substantial
merit and intends to vigorously contest these proposed adjustments.  Management
further believes that any aggregate liability that may result upon the final
resolution of the proposed adjustments for 1987 and 1988 or the current
examinations of 1989, 1990 and 1991 will not have a material adverse effect on
the Company's consolidated financial position or results of operations.
However, management is unable to estimate the amount of any loss that may be
realized in the event of an unfavorable outcome.

  The Company has been named as a defendant or co-defendant, generally with
other personal computer manufacturers, including such companies as IBM, AT&T,
Unisys, Digital Equipment Corporation, NEC, Olivetti, NCR, Panasonic, and
Matsushita, in eighteen similar lawsuits each of which alleges as a factual
basis the occurrence of carpal tunnel syndrome or repetitive stress injuries.
The suits naming the Company are just a few of the many lawsuits of this type
which have been filed, often naming IBM and other major computer companies. The
claims against the Company total in excess of $100 million in compensatory
damages and punitive damages and additional unspecified amounts.  The Company
has denied or is in the process of denying the claims and intends to vigorously
defend the suits. The Company is unable at this time to predict the ultimate
outcome of these suits.  Ultimate resolution of the litigation against the
Company may depend on progress in resolving this type of litigation overall.
The Company is currently unable to estimate the amount of any loss that may be
realized in the event of an unfavorable outcome.  However, before consideration
of any potential insurance recoveries, the Company believes that the claims in
the suits filed against it will not have a material impact on the Company's
consolidated financial position or results of operations.  The Company has
maintained various liability insurance policies during the periods covering the
claims above.  While such policies may limit coverage under certain
circumstances, the Company believes that it is adequately insured.  Should the
Company not be successful in defending against such lawsuits or not be able to
claim compensation under its liability insurance policies, the Company's results
of operations and financial condition may be adversely affected.

  The Company was named, along with twelve other personal computer companies, as
a defendant in a lawsuit filed on March 27, 1995 in the Superior Court for the
County of Merced, California.  The case name for this March 27, 1995 filing is
People v. Acer, et al., and the complaint alleged that the Company has engaged
in deceptive advertising and unlawful business practices in relation to computer
monitor screen measurements.  The People v. Acer lawsuit was resolved by a
Stipulated Judgment that the Company signed along with representatives of all
other defendants.  The Company was named, along with three other personal
computer or monitor companies, as a defendant in a class action lawsuit filed on
May 2, 1995 in the Superior Court for the County of Marin, California.  The case
name for this May 2, 1995 filing is Kaplan, et al. v. Viewsonic, et al., and
alleges that the defendants have engaged in unfair business practices, false
advertising and breach of implied warranty concerning the advertisement of the
size of computer monitor screens.  The Company was named, along with 37 other
defendants, in a class action lawsuit, Long v. Packard Bell, et al., filed on
August 21, 1995 in the Superior Court for the County of Orange, California,
which alleges certain claims concerning the advertising of the sizes of computer
monitors.  The Company was named, along with nine other defendants, in a class
action lawsuit, Randy Davis, Ph.D., Inc. v. AST Research, et al., filed on
August 23, 1995 in Superior Court for the County of Orange, California, which
alleges certain claims concerning the advertising of the sizes of computer
monitors.  The Company was named, along with 35 other defendants, in a class
action lawsuit, Sutter v. Acer, et al., filed on September 7, 1995 in the
Superior Court for the County of Sacramento, California, which alleges certain
claims concerning the advertising of the sizes of computer monitors.  The
Company was named, along with 41 other defendants, in a class action lawsuit,
Shapiro v. ADI Systems, Inc., et al., filed on August 14, 1995 in Santa Clara
County, California, which alleges certain claims concerning the advertising of
the sizes of computer monitors.  The Company was named, along with 29 other
defendants, in a class action lawsuit, Maizes & Maizes, et al.,  v. Apple
Computer Inc., et al., filed on December 15, 1995 in Essex County, New Jersey,
which alleges certain claims concerning the advertising of the sizes of computer
monitors.  The Company is currently unable to estimate the amount of any loss
that may be realized in the event of an unfavorable outcome.  However, based on
preliminary facts available to the Company, management does not believe that the
outcome of these disputes will have a material adverse impact on the Company's
consolidated financial position or results of operations.

  The Company was named as a defendant in a lawsuit filed on June 7, 1995 in the
Superior Court for the County of Orange, California.  The case name for this
filing is Competitive Technology v. AST Research, Inc., and the complaint
alleges that the Company intentionally interfered with contracts between
Competitive Technology and Daewoo concerning the supply of computer monitors to
the Company.  On October 9, 1996, there was a jury verdict against the Company
for an amount that does not have a material adverse effect on the Company's
consolidated financial position or results of operations.

  The Company is also subject to other legal proceedings and claims that arise
in the normal course of business.  While the outcome of these proceedings and
claims cannot be predicted with certainty, management does not believe that the
outcome of any of these matters will have a material adverse effect on the
Company's consolidated financial position or results of operations.  The
foregoing forward-looking statements involve risks and uncertainties that could
cause actual results to differ materially.  See "Additional Factors That May
Affect Future Results" under "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

 ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

   (a) Exhibits
       10.3    Intellectual Property Assignment Agreement dated June 27,
               1996, between AST Research, Inc. and Samsung Electronics Co. Ltd.
               (incorporated by reference to exhibit number 99.3 in the 
               Company's Current Report on Form 8-K as filed with the Securities
               and Exchange Commission on June 28, 1996).
       10.4*#  Employment Agreement dated March 29, 1996, between Joseph
               E. Norberg and AST Research, Inc.
       11.     Computation of Net Income (Loss) Per Share.
       27.     Financial Data Schedule.

               *  Indicates a management contract or compensatory plan or
                  arrangement.
               #  Filed herewith.

   (b) Reports on Form 8-K

       On May 24, 1996, the Company filed a report on Form 8-K reporting, under
       Item 5 thereof, that on May 16, 1996, Mr. Hoon Choo resigned as a
       director of the Company.  Mr. Hyeon-Gon Kim was nominated by Samsung as
       a replacement for Mr. Choo and was elected a director effective May 16,
       1996.

       On June 28, 1996, the Company filed a report on Form 8-K reporting,
       under Item 5 thereof, that it will receive $60 million from Samsung
       Electronics Co. Ltd. ("Samsung") that will be used toward paying off a
       $90 million promissory note due to Tandy Corporation ("Tandy") related
       to the 1993 acquisition of Tandy's PC manufacturing operations.  In
       return for the $60 million, Samsung will receive newly-issued shares.
       The Company also reported, under Item 5, that it has entered into a $15
       million intellectual property assignment agreement with Samsung to
       transfer a group of patent applications to Samsung.  Payment is due from
       Samsung to the Company on this agreement 45 days from the effective
       date, which is June 27, 1996.  Samsung also received an option to
       purchase another group of patents at a price to be agreed upon.  In
       addition, the Company reported Under Item 5 that Mr. Kwang-Ho Kim, Vice
       Chairman, President and Chief Executive Officer of Samsung and a board
       member of the Company, has been elected as Chairman of the Board.  Safi
       Qureshey, co-founder and former Chairman will continue with the Company
       as a board member and Chairman Emeritus.


AST, Advantage!, and GRiD are registered trademarks of AST Research, Inc.
Ascentia, Bravo, Premmia and Manhattan are trademarks of AST Research, Inc.
Pentium is a registered trademark of Intel Corporation.  Windows is a registered
trademark of Microsoft Corporation.  Tandy is a registered trademark of Tandy
Corporation.  All other product or service names mentioned herein may be
trademarks or registered trademarks of their respective owners.


                                    SIGNATURE

   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.

                                          AST Research, Inc.
                                             (Registrant)


Date: November 12, 1996                  /s/ WON S. YANG
                                         _________________________
                                         Won S. Yang
                                         Senior Vice President
                                         and Chief Financial Officer (Acting)