SECURITIES AND EXCHANGE COMMISSION

                          Washington, DC 20549


                                FORM 10-Q

               QUARTERLY REPORT UNDER SECTIONS 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934


    For the Quarter Ended June 30, 2000  Commission File Number 0-13071


                         INTERPHASE CORPORATION
         (Exact name of registrant as specified in its charter)

               Texas                                  75-1549797
      (State of incorporation)            (IRS Employer Identification No.)


                    13800 Senlac, Dallas, Texas 75234
                (Address of principal executive offices)

                             (214)-654-5000
          (Registrant's telephone number, including area code)

 ____________________________________________________________________________
 Indicate by check  mark whether  the registrant  (1) has  filed all  reports
 required by  Section 13  or 15(d)  of the  Securities Exchange  Act of  1934
 during the  preceding 12  months (or  for  a much  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 [   ]
_____________________________________________________________________________
 Indicate the number of shares outstanding of each of the issuer's classes of
 common stock, as of the latest practicable date.

           Class                         Outstanding at August 1, 2000
 ----------------------------            -----------------------------
 Common Stock, $.10 par value                     5,837,774

<PAGE>

                            INTERPHASE CORPORATION

                                    INDEX


 Part I -Financial Information

      Item 1.   Consolidated Interim Financial Statements

                Consolidated Balance Sheets as of June 30, 2000
                and December 31, 1999                                    3

                Consolidated Statements of Operations for the three
                months and six months ended June 30, 2000 and 1999       4

                Consolidated Statements of Cash Flows for the six
                months ended June 30, 2000 and 1999                      5

                Notes to Consolidated Interim Financial Statements       6

      Item 2.   Management's Discussion and Analysis of
                Financial Condition and Results of Operations           10


 Part II- Other Information



      Item 4.   Submission of Matters to a Vote of Security Holders     13

      Item 6.   Reports on Form 8-K and Exhibits                        14

                Signature                                               14

<PAGE>
<TABLE>
 INTERPHASE CORPORATION
 CONSOLIDATED BALANCE SHEETS
 (in thousands except number of share data)
<CAPTION>
                                                      (unaudited)
                                                        June 30,      Dec. 31,
 ASSETS                                                   2000          1999
                                                       ----------------------
 <S>                                                  <C>           <C>
 Cash and cash equivalents                            $  13,223     $  10,988
 Marketable securities                                    6,415         5,288
 Trade accounts receivable, less allowances
   for uncollectible accounts of $283 and
   $260, respectively                                    11,324        14,005
 Inventories, net                                        11,163        11,678
 Prepaid expenses and other current assets                  728         1,383
 Deferred income taxes, net                               1,141           774
                                                       ----------------------
      Total current assets                               43,994        44,116
                                                       ----------------------

 Machinery and equipment                                  9,743         9,149
 Leasehold improvements                                   2,952         2,907
 Furniture and fixtures                                     502           475
                                                       ----------------------
                                                         13,197        12,531
 Less-accumulated depreciation and amortization         (10,940)      (10,334)
                                                       ----------------------
      Total property and equipment, net                   2,257         2,197

 Capitalized software, net                                  622           684
 Deferred income taxes, net                               1,458         1,458
 Acquired developed technology, net                       1,980         2,280
 Goodwill, net                                            2,710         2,830
 Other assets                                               868         1,106
                                                       ----------------------
      Total assets                                    $  53,889     $  54,671
                                                       ======================
<PAGE>

 LIABILITIES AND SHAREHOLDERS' EQUITY
 Accounts payable                                     $   1,271     $   2,129
 Accrued liabilities                                      2,446         1,586
 Accrued compensation                                     1,554         2,131
 Income taxes payable                                       560           754
 Current portion of debt                                  2,192         2,202
                                                       ----------------------
      Total current liabilities                           8,023         8,802

 Other liabilities                                          364           570
 Long term debt                                           4,068         5,164
                                                       ----------------------
      Total liabilities                                  12,455        14,536

 Commitments and contingencies
 Common stock redeemable; 365,998 and 447,332
   shares respectively                                    2,288         2,796

 SHAREHOLDERS' EQUITY
 Common stock, $.10 par value; 100,000,000 shares
   authorized; 5,471,776 and 5,391,296 shares
   issued and outstanding, respectively                     547           539
 Additional paid in capital                              36,598        35,998
 Retained earnings                                        2,197           207
 Cumulative other comprehensive income                     (196)          595
                                                       ----------------------
      Total shareholders' equity                         39,146        37,339
                                                       ----------------------
      Total liabilities and shareholders' equity      $  53,889    $   54,671
                                                       ======================

 The accompanying notes are an integral part of these consolidated financial
                                 statements.
</TABLE>
<PAGE>
<TABLE>

 INTERPHASE CORPORATION
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands except per share amounts)
 (unaudited)
<CAPTION>

     Three Months Ended                                     Six Months Ended
          June 30,                                              June 30,
   ---------------------                                 --------------------
      2000        1999                                      2000       1999
   ---------------------                                 --------------------
  <S>          <C>        <S>                           <C>        <C>
  $   13,332   $  17,657  Revenues                      $   26,917 $   34,826
       6,067       9,385  Cost of sales                     12,156     18,735
   ---------------------                                 --------------------
       7,265       8,272  Gross profit                      14,761     16,091

       2,516       2,747  Research and development           5,070      5,303
       3,019       2,715  Sales and marketing                5,451      4,962
       1,108       1,405  General and administrative         2,207      2,605
   ---------------------                                 --------------------
       6,643       6,867   Total operating expenses         12,728     12,870

         622       1,405  Operating income                   2,033      3,221
   ---------------------                                 --------------------

         259          63  Interest income                      468        195
        (135)       (127) Interest expense                    (267)      (369)
         401        (227) Other, net                           169       (451)
   ---------------------                                 --------------------

       1,147       1,114  Income from continuing             2,403      2,596
                          operations before
                          income taxes

         451         352  Provision for income taxes           984        898
   ---------------------                                 --------------------

         696         762  Income from continuing             1,419      1,698
                          operations
   ---------------------                                 --------------------
                          Discontinued Operations
                          Gain on disposal of VOIP
           -           -  business, net of tax                 571          -
                          Operating losses from VOIP
           -       (242)  business, net of tax                   -       (754)
   ---------------------                                 --------------------
  $      696   $     520   Net income                   $    1,990 $      944
   =====================                                 ====================
<PAGE>

                          Net income from continuing
                          operations per share
  $     0.12   $    0.14         Basic EPS              $     0.24 $     0.31
   ---------------------                                 --------------------
  $     0.11   $    0.13         Diluted EPS            $     0.22 $     0.30
   ---------------------                                 --------------------

                          Net income per share
  $     0.12   $    0.10         Basic EPS              $     0.34 $     0.17
   ---------------------                                 --------------------
  $     0.11   $    0.09         Diluted EPS            $     0.31 $     0.17
   ---------------------                                 --------------------

       5,801       5,422  Weighted average common shares     5,823      5,418
   ---------------------                                 --------------------
                          Weighted average common
       6,214       5,801  and dilutive shares                6,324      5,698
   ---------------------                                 --------------------

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

</TABLE>
<PAGE>
<TABLE>
 INTERPHASE CORPORATION

 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
 (unaudited)                                         Six Months ended June 30,
                                                     -------------------------
                                                        2000           1999
                                                       ----------------------
 <S>                                                  <C>            <C>

 Cash flow from operating activities:
   Income from continuing operations                  $  1,419       $  1,698
   Gain on disposal of VOIP business
                                                           571              -
   Operating loss from VOIP business
                                                             -           (754)
   Adjustment to reconcile income from continuing
     operations to net cash provided by operating
     activities:
   Depreciation and amortization                         1,270          1,978
   Deferred income tax benefit                            (367)             -
    Change in assets and liabilities:
        Trade accounts receivable                        2,681            397
        Inventories                                        515           (140)
        Prepaid expenses and other current assets          655           (587)
        Accounts payable and accrued liabilities          (204)          (543)
        Accrued compensation                              (577)          (446)
        Income taxes payable                              (194)        (1,071)
                                                       ----------------------
    Net adjustments                                      3,779           (412)
                                                       ----------------------
        Net cash provided by operating activities        5,769            532
 Cash flows from investing activities:
    Additions to property, equipment, leasehold
     improvements and capitalized software                (848)        (1,352)
    Decrease (increase) in other assets                    238           (186)
    Increase in marketable securities                   (1,127)           (19)
                                                       ----------------------
        Net cash (used) by investing activities         (1,737)        (1,557)
 Cash flows from financing activities:
    Payments on debt                                    (1,106)        (1,136)
    Change in comprehensive income                        (791)          (158)
    Purchase of redeemable common stock                   (508)          (509)
    Proceeds from the exercise of stock options            608          1,145
                                                       ----------------------
        Net cash (used) by financing activities         (1,797)          (658)
                                                       ----------------------
 Net increase (decrease) in cash and cash equivalents    2,235         (1,683)
 Cash and cash equivalents at beginning of period       10,988          4,531
                                                       ----------------------
 Cash and cash equivalents at end of period           $ 13,223       $  2,848
                                                       ======================

 Supplemental Disclosure of Cash Flow Information:
 Income taxes paid                                    $  1,513       $  1,509
 Interest paid                                        $    317       $    364

              The accompanying notes are an integral part of these
                        consolidated financial statements.
</TABLE>
<PAGE>

              NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS


 1.   BASIS OF PRESENTATION

 The accompanying  consolidated  interim  financial  statements  include  the
 accounts of Interphase  Corporation and its  wholly owned subsidiaries  (the
 "Company").  Significant  intercompany accounts and  transactions have  been
 eliminated.

 The Company  has completed  the sale  of its  Voice over  Internet  Protocol
 ("VOIP")  businesses;  accordingly,  the  Company's  Consolidated  financial
 statements and notes included herein, for all periods presented reflect  the
 VOIP business  as  discontinued  operations in  accordance  with  Accounting
 Principles  Board  Opinion  No.  30.   See  further  discussion  of  sale in
 Footnote 6.

 While the accompanying interim financial statements are unaudited, they have
 been prepared by the  Company pursuant to the  rules and regulations of  the
 Securities and  Exchange Commission.  In the  opinion  of the  Company,  all
 material adjustments and disclosures necessary to fairly present the results
 of  such  periods  have  been  made.    Certain  information  and   footnote
 disclosures normally included in financial statements prepared in accordance
 with generally accepted accounting principles have been condensed or omitted
 pursuant to  the  rules  and regulations  of  the  Securities  and  Exchange
 Commission.  These financial statements should  be read in conjunction  with
 the consolidated financial statements and notes  thereto for the year  ended
 December 31, 1999.


 2.   NET INCOME PER COMMON AND COMMON DILUTIVE SHARE

<TABLE>
 The following table shows the calculations of the Company's weighted average
 common and dilutive equivalent shares outstanding (in thousands):

                                      Three months ended   Six months ended
                                           June 30,             June 30,
                                      ------------------   ----------------
                                        2000      1999      2000       1999
                                      --------------------------------------
 <S>                                    <C>       <C>       <C>        <C>
 Weighted average shares outstanding    5,801     5,422     5,823      5,418
 Dilutive impact of stock options         413       379       501        280
                                      --------------------------------------
 Total weighted average common and
 common equivalent shares outstanding   6,214     5,801     6,324      5,698
                                      --------------------------------------
 Anti-dilutive weighted shares
 excluded from shares outstanding         319       202       271        246
</TABLE>
<PAGE>

 3.   CREDIT FACILITY

 The Company maintains a credit facility with BankOne Texas NA that  consists
 of an $8,500,000  acquisition term  loan, a  $2,500,000 equipment  financing
 facility and a  $5,000,000 revolving credit  facility.    The facility is  a
 two-year facility with an  annual renewal provision,  and bears interest  at
 the bank's base rate (currently  8.5%).  The term  loan is payable in  equal
 quarterly installments of $548,000 plus accrued interest with final  payment
 due November 30, 2001.  The Company has the ability to satisfy the quarterly
 payments on the  term notes through  borrowings under  the revolving  credit
 component of the  credit facility.   The revolving portion  of the loan  has
 been renewed and  is due  June 30,  2002.   Marketable securities,  accounts
 receivable and  equipment collateralize  the credit  facility.   The  credit
 facility includes certain restrictive  financial covenants including,  among
 others, tangible  net  worth,  total  liabilities  to  tangible  net  worth,
 interest coverage, quick ratio, debt service  coverage, and is subject to  a
 borrowing base calculation. At June 30, 2000, the Company had borrowings  of
 $6,260,000  and  availability  under  the  revolving  credit  facility   was
 $1,500,000.

 4.   COMPREHENSIVE INCOME

<TABLE>
 The following table shows the Company's comprehensive income (in thousands):

                                      Three months ended   Six months ended
                                           June 30,             June 30,
                                      ------------------   ----------------
                                        2000      1999      2000       1999
                                      --------------------------------------
 <S>                                  <C>        <C>      <C>         <C>
 Net income                           $ 696      $ 520    $ 1,990     $ 944
 Other comprehensive income
 Unrealized holding gains (losses)
   arising during period, net of tax   (732)       (77)      (709)      (77)
 Foreign currency translation
   adjustment                           (12)       (34)       (82)      (81)
                                      --------------------------------------
 Comprehensive income (loss)          ($ 48)     $ 409    $ 1,199     $ 786
                                      ======================================
</TABLE>

 5.   STOCK REPURCHASE

 Effective October 1998,  the Company approved  a stock repurchase  agreement
 with Motorola, Inc.  to purchase  all of the  shares owned  by Motorola  for
 $4,125,000, ratably from October 1998 to July 2002.  Under the terms of  the
 agreement, Motorola retains the  right as an equity  owner and has  assigned
 its voting rights to  the Company.   The Company plans  to cancel the  stock
 upon each repurchase.   Prior to  the repurchase  agreement, Motorola  owned
 approximately 12% of  the Company's outstanding  common stock.   The  future
 scheduled  payments  are  classified  as  redeemable  common  stock  in  the
 accompanying consolidated  Balance Sheet.   As  of  June 30,  2000,  294,002
 shares have been repurchased for $1,837,512 and retired.

<PAGE>
 6.   DISPOSITION OF ASSETS

 In June 1999, the Company sold an 80% interest in part of its VOIP business,
 Quescom, for $1,172,000 to the former owner of Interphase's Paris Operation.
 The sales proceeds  consisted of  $300,000 due  at closing  with a  $830,000
 technology license fee. In January 2000, the remaining $830,000 due for  the
 technology license fee was collected and  recorded as a gain on disposal  of
 discontinued operations.  In addition, the Company sold the remainder of its
 20% interest in Quescom for $400,000, resulting in a gain of $91,000.

 In September, 1999  the Company  sold the  remainder of  its VOIP  business,
 Zirca Corporation ("Zirca") along with  the technologies developed by  Zirca
 for $300,000  cash and  stock valued  at $517,680  to UniView  Technologies,
 resulting in a gain of $140,000, net of $86,000 tax.  The UniView securities
 received as  part of  the agreement  are included  on the  Balance Sheet  in
 Marketable Securities, and accounted for as available-for-sale securities.

 As of  March 31,  2000, the  Company  has completed  the  sale of  its  VOIP
 business; accordingly the  Company's consolidated  financial statements  and
 notes included herein, for all periods  presented reflect the VOIP  business
 as a discontinued operation in  accordance with Accounting Principles  Board
 Opinion No.  30.   The  following  are the  results  of operations  for  the
 discontinued operations for the periods presented: (in thousands)
<TABLE>

                                      Three months ended   Six months ended
                                           June 30,             June 30,
                                      ------------------   ----------------
                                        2000      1999     2000        1999
                                      --------------------------------------
 <S>                                  <C>        <C>      <C>       <C>
 Gain (loss) from Discontinued
   operations before tax                   -     $ (390)  $ 921     $ (1,216)

 Income tax provision (benefit)            -       (148)    350         (462)
                                      --------------------------------------
 Net gain (loss) from discontinued
   operations                              -     $ (242)  $ 571     $   (754)
                                      ======================================
</TABLE>

 7.   SEGMENT DATA

<TABLE>
 Revenue related to North America and other foreign countries for the three
 month and six month period ended June 30, 2000 and 1999 are as follows. (in
 thousands)

            Three months ended June 30:    Six months ended June 30:
 Revenue          2000        1999             2000        1999
                -------------------------------------------------
 <S>            <C>         <C>              <C>         <C>
 North America  $ 11,293    $ 14,329         $ 22,547    $ 27,222
 Europe            1,501       3,006            3,359       7,125
 Pac Rim             538         322            1,011         479
                -------------------------------------------------
 Total          $ 13,332     $17,657         $ 26,917    $ 34,826
                =================================================
</TABLE>
<PAGE>

 Long lived assets related to North America and other foreign countries as of
 June 30, 2000 and December 31, 1999 are as follows.  (in thousands)

    Long lived assets  June 30, 2000   Dec. 31, 1999
                          -----------------------
    North America         $ 2,653         $ 2,658
    Europe                    226             223
    Pacific Rim                 -               -
                          -----------------------
    Total                 $ 2,879         $ 2,881
                          =======================




 8.   SHAREHOLDER' EQUITY

 At the annual meeting  of Shareholders on May  3, 2000, the Shareholders  of
 the Company ratified and approved an amendment to the Company's Articles  of
 Incorporation to change the par value of the Company's Common Stock from  no
 par value  to a  par  value of  $.10  per share.    As such,  the  financial
 statements have  been changed  to reflect  this  amendment for  all  periods
 presented.



 Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

 RESULTS OF OPERATIONS

 As of  March 31,  2000, the  Company  has completed  the  sale of  its  VOIP
 business; accordingly the  Company's consolidated  financial statements  and
 notes included herein, for all periods  presented reflect the VOIP  business
 as a discontinued operation in  accordance with Accounting Principles  Board
 Opinion No. 30.

 Revenues for the three months ended  June 30, 2000  ("second quarter  2000")
 were $13,332,000.    Revenues for  the  same period  in  1999  ("comparative
 period") were $17,657,000.    While the Company's legacy Networking LAN  and
 Fibre Channel  revenues have  declined  in the  second  quarter of  2000  as
 compared to the comparative period, our  WAN, SCSI and Networking  Broadband
 Telecommunications controller  revenues have  increased.   The  decrease  in
 revenue is primarily attributable to the effects of the transitional  period
 where the Company  is refocusing its  efforts on its  new Fibre Channel  and
 Networking Broadband Telecommunication controller.  In addition, the Company
 has developed  a  strategy  to  end-of-life  many  of  its  legacy  products
 beginning the second quarter 2000.

 Networking LAN product revenues, consisting of FDDI, Ethernet, ATM and  Fast
 Ethernet, represented 30% of total revenues for the second quarter 2000,  as
 compared to 42% for the comparative period.  FDDI product revenues  declined
 19%,  Ethernet  product  revenues  decreased  100%,  ATM  product   revenues
 increased 17% and Fast Ethernet product revenues declined 81% as compared to
 the comparative period.     FDDI, Ethernet,  ATM and  Fast Ethernet  product
 revenues represented 18%, 0%,  7% and 5% of  total Networking LAN  revenues,
 respectively for the second quarter 2000.
<PAGE>

 Mass storage product revenues, consisting of SCSI and Fibre Channel  adapter
 cards, represented 38%  of total revenues  for the second  quarter 2000,  as
 compared to 43% for the comparative period.  SCSI product revenues increased
 218% while Fibre Channel product revenues decreased 58% over the comparative
 period.

 Broadband telecommunication  controller revenues  represented 24%  of  total
 revenues for the second quarter 2000, as compared to 12% for the comparative
 period.  Broadband telecommunication controller  revenues grew 50% from  the
 comparative period.

 WAN product revenues comprised 4% of  revenues for the second quarter  2000,
 as compared  to  0%  for  the comparative  period.    WAN  product  revenues
 increased 832% as compared to the comparative period.

 Revenues for the six-month  period ended June 30,  2000 were $26,917,000  as
 compared to  $34,826,000  for the  six-month  period ended  June  30,  1999.
 Revenues from Networking LAN, Mass storage, Embedded and Networking WAN were
 28%, 46%, 20%,  and 3%  of total revenues  respectively, for  the six  month
 period ended June 30, 2000.

 The Company will continue  to focus on revenues  from Fibre Channel  adapter
 and Broadband  Telecommunication controller,  which  is expected  to  offset
 revenue declines in older technologies such as FDDI and Ethernet.

 The Company's current marketing strategy  is to increase market  penetration
 through  sales  to  major  OEM  customers.    Three  customers  individually
 accounted for 10% or  more of the Company's  second quarter revenue, in  the
 comparative period, one customer accounted for 52% of the Company's revenue.

 The gross margin percentage for the second quarter 2000 was 54% and 47%  for
 the comparative  period.   The gross  margin  percentage for  the  six-month
 period ended June  30, 2000  and 1999  was 55%  and 46%  respectively.   The
 increase in gross margin  is primarily due to  a continued focus on  product
 cost improvements, selling a  higher percentage of  products with a  greater
 gross margin than the comparative period, as well as a reduction in  product
 sales to certain OEM's at a lower gross margin, related to volume discounts.
 Since the Company is in a migration  of older products to new Fibre  Channel
 products and  Broadband Telecommunication  controller, the  gross margin  is
 expected to  be between  48% to  50% in  subsequent quarters,  as these  new
 products are expected to be priced competitively.

 Operating expenses for the second quarter  2000 were $6,643,000 as  compared
 to $6,867,000 for the  comparative period. Operating  expenses for the  six-
 month period ended June 30, 2000  and 1999 were $12,728,000 and  $12,870,000
 respectively.  Operating expenses have been held flat to a year ago, with an
 increase in sales and marketing activities,  offset by decreases in  general
 and administrative.  Operating expenses  are expected  to remain  consistent
 with our revenues.

 Other income increased $628,000 during the  second quarter 2000 as  compared
 to the comparative period.  During the second quarter 2000,  the Company was
 engaged in hedging transactions on certain  marketable  securities  received
 in  the  sale  of  its  VOIP  business.  As of  June 30, 2000  these hedging
 transactions resulted in a gain of approximately $613,000.
<PAGE>


 LIQUIDITY AND CAPITAL RESOURCES

 The Company's cash,  cash equivalents and  marketable securities  aggregated
 $19,638,000 at June  30, 2000, and  $16,276,000 at December  31, 1999.   The
 Company's increased cash position  is primarily due  to cash generated  from
 operations, the collection  of cash related  to the  disposition of  Quescom
 (see note  6), a  reduction  in inventory  and  the collection  of  accounts
 receivable, offset by the purchase  of marketable securities, fixed  assets,
 payment on debt, tax  payments and purchase  of common stock.   In the  next
 twelve months, scheduled debt payments on the Company's credit facility  are
 approximately $2,192,000.

 Effective October 1998,  the Company approved  a stock repurchase  agreement
 with Motorola, Inc.  to purchase  all of the  shares owned  by Motorola  for
 $4,125,000, ratably from October 1998 to July 2002.  Under the terms of  the
 agreement, Motorola retains the right as an equity owner and has assigned it
 voting rights to the Company.   The Company plans  to cancel the stock  upon
 each  repurchase.    Prior  to  the  repurchase  agreement,  Motorola  owned
 approximately 12% of  the Company's outstanding  common stock.   The  future
 scheduled  payments  are  classified  as  redeemable  common  stock  in  the
 accompanying consolidated  Balance Sheet.   As  of  June 30,  2000,  294,002
 shares have been repurchased for $1,837,512 and retired.

 The Company expects that its  cash, cash equivalents, marketable  securities
 and proceeds from its credit facility  will be adequate to meet  foreseeable
 cash needs for the next 12 months.


                                   PART II

 OTHER INFORMATION

 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 On May 3, 2000, the Annual meeting of Shareholders of Interphase Corporation
 was  held.   The  following  matters  were  voted  upon  and approved at the
 meeting:

<TABLE>
 An election  of directors  of the  Company to  serve until  the next  annual
 meeting for  the Company  was  held.   The  following six  individuals  were
 elected as Directors of the Company;

           Nominee              Votes Cast For  Votes Withheld
       ----------------------   --------------  --------------
       <S>                        <C>                <C>
       James F. Halpin            4,498,219          115,672
       Paul N. Hug                4,499,069          114,822
       Gregory B. Kalush          4,499,019          114,872
       David H. Segrest           4,498,869          115,022
       S. Thomas Thawley          4,498,769          115,122
       William Voss               4,498,569          115,322
</TABLE>
<PAGE>

 An amendment to  the Company's  Amended and  Restated Stock  Option Plan  to
 increase the aggregate number  of shares issuable  upon exercise of  options
 thereunder from 2,350,000 to 3,500,000 was ratified and approved;

                For     Against   Abstain
             ---------  -------  --------
             1,611,765  262,290    18,528

 An amendment to  the Company's Amended  and Restated  Director Stock  Option
 plan to increase the  aggregate number of shares  issuable upon exercise  of
 options thereunder from 500,000 to 750,000, and to provide that each  annual
 grant is increased from 5,000 to 10,000 and to provide that the new director
 grants be increased from  10,000 to 20,000, and  to provide that the  option
 term is increased from five to ten years was ratified and approved;

                For     Against   Abstain
             ---------  -------  --------
             1,594,533  276,150    21,880


 An amendment to the  Company's Articles of Incorporation  to change the  par
 value of the Company's Common Stock from no par value to a par value of $.10
 per share was ratified and approved;

                For     Against   Abstain
             ---------  -------  --------
             4,573,052   25,435    15,404




 Item 6.   Reports on form 8-K

           None
           Exhibits

 Exhibit 27     Financial Data Schedule

<PAGE>


 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.


                                         INTERPHASE CORPORATION
                                         (Registrant)
 Date:  August 11, 2000

                                         /s/ Steven P. Kovac
                                         -----------------------------
                                         Steven P. Kovac
                                         Chief Financial Officer,
                                         Vice President of Finance and
                                         Treasurer
                                         (Principal Financial and
                                         Accounting Officer)