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 March 31, 1998                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 May 1, 1998
      Common Stock, No par value                5,518,018


                             INTERPHASE CORPORATION
                                     INDEX
   Part I -Financial Information

   Item 1.        Consolidated Interim Financial Statements


   Consolidated Balance Sheets as of March 31, 1998
   and December 31, 1997                                  3

   Consolidated Statements of Operations for the three months
   ended March 31, 1998 and 1997                          4

   Consolidated Statements of Cash Flows for the three months
   ended March 31, 1998 and 1997                          5

   Notes to Consolidated Interim Financial Statements     6

   Item 2.
        Management's Discussion and Analysis of
        Financial Condition and Results of Operations     9


   Part II- Other Information


   Item 4.
        Submission of Matters to a Vote of Security Holders 11

   Item 6.
             Reports on Form 8-K and Exhibits

        Signature                                          12

   <TABLE>
   
                               INTERPHASE CORPORATION
                             CONSOLIDATED BALANCE SHEETS
                          (in thousands, except number of shares)
   <CAPTION>
                                                            Mar 31,     Dec 31,
                                                               1988        1997
                                                          (Unaudited)

   <S>                                                       <C>        <C>
   ASSETS
   Cash and cash equivalents                                 $ 4,833    $ 2,247
   Marketable securities                                       3,675      3,272
   Trade accounts receivable, less allowances for
   uncollectible account of $537 and $544 respectively        10,330     13,030
   Inventories, net                                           14,335     14,895
   Prepaid expenses and other current assets                     748        798
   Deferred income taxes, net                                    686        686

        Total current assets                                  34,607     34,928


   Machinery and equipment                                    12,359     12,079
   Leasehold improvements                                      2,890      2,890
   Furniture and fixtures                                        458        417

                                                              15,707     15,386
   Less-accumulated depreciation and amortization            (12,443)   (11,817)

        Total property and equipment, net                      3,264      3,569

   Capitalized software, net                                     529        225
   Deferred income taxes, net                                    862        862
   Acquired developed technology, net                          4,159      4,400
   Goodwill, net                                               3,250      3,310
   Other assets                                                2,152      2,153

        Total assets                                         $48,823    $49,447

      LIABILITIES AND SHAREHOLDERS' EQUITY
   Accounts payable                                            1,966      2,636
   Accrued liabilities                                         2,146      2,484
   Accrued compensation                                        1,908      1,910
   Income taxes payable                                          667        197
   Current portion of debt                                     2,432      2,457

        Total current liabilities                              9,119      9,684

   Other liabilities                                             441        556
   Long term debt                                              9,057      9,620

        Total liabilities                                     18,617     19,904

   Common stock, no par value                                 35,326     35,326
   Retained deficit                                           (5,223)    (5,930)
   Accumulated other comprehensive income (loss):
     Cumulative foreign currency translation adjustment          134        178
     Unrealized holding period loss                              (31)       (31)

        Total shareholders' equity                            30,206     29,543

        Total liabilities and shareholders' equity           $48,823   $ 49,447

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

   </TABLE>

   <TABLE>
                            Interphase Corporation
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                 (in thousands except per share amounts)
                        (Unaudited)

                                            Three Months Ended
                                          31-Mar-98        31-Mar-97

   <S>                                      <C>                <C>
   Revenues                                 $ 17,589           $ 16,858
   Cost of sales                               9,446              8,772

   Gross profit                                8,143              8,086

   Research and development                    2,866              3,218
   Sales and marketing                         2,386              2,881
   General and administrative                  1,329              1,445

      Total operating expenses                 6,581              7,544

   Operating income                            1,562                542

   Interest income                                83                 83
   Interest expense                            (240)              (291)
   Other, net                                  (225)              (196)
   Income before income taxes                  1,180                138
   Provision for income taxes                    472                 41

    Net income                              $    708           $     97
   Net income  per share
          Basic EPS                         $    .13           $   0.02
           Diluted EPS                      $    .13           $   0.02
    Weighted average common shares             5,516              5,492
    Weighted average common and
    common equivalent shares                   5,640              5,689
                                                     
   The accompanying notes are an integral part of these consolidated
   financial statements.

</TABLE>

<TABLE>

                             INTERPHASE CORPORATION
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                                         Three Months Ended
                                   (Unaudited)           31-Mar-98  31-Mar-97
   <S>                                                     <C>        <C>
   Cash flow from operating activities:
     Net income                                            $   708    $    97
     Adjustment to reconcile net income to net cash provided
   (used) by operating activities:
      Depreciation and amortization                            989      1,259
      Change in assets and liabilities;
          Trade accounts receivable                          2,700        320
          Inventories                                          560      (269)
          Prepaid expenses and other current assets             50      (155)
          Accounts payable and accrued liabilities         (1,016)    (1,261)
          Accrued compensation                                 (2)      (595)
          Income taxes payable                                 470       (37)

      Net adjustments                                        3,751      (738)

          Net cash provided (used) by operating              4,459      (641)
   activities
   Cash flows from investing activities:
      Additions to property, equipment and leasehold
   improvements                                              (301)      (547)
      Additions to capitalized software                      (378)       (43)
      Decrease in other assets                                   1        132
     (Increase) in marketable securities                     (403)      (109)

          Net cash  used by investing activities           (1,081)      (567)
   Cash flows from financing activities:
      Payment on debt                                        (588)      (548)
      Proceeds from debt                                         -      1,047
      Other long term liabilities                            (160)        766
      Change in cumulative foreign currency translation       (44)      (184)
      Increase in common stock                                   -          3

          Net cash provided (used) by financing              (792)      1,084
   activities

   Net increase (decrease) in cash and cash equivalents      2,586      (124)
   Cash and cash equivalents at beginning of period          2,247      2,271

   Cash and cash equivalents at end of period              $ 4,833    $ 2,140



   Supplemental Disclosure of Cash Flow Information:
   Income taxes paid                                            10          2
   Income taxes refunded                                         -          1
   Interest paid                                               225        250
          The accompanying notes are an integral part of these consolidated
                             financial statements.

</TABLE>


            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.   Significant  intercompany accounts  and  transactions
   have been eliminated.

   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, 1997.

   2.   ACQUISITIONS

   SYNAPTEL

   In 1996 the Company acquired all the capital stock of Synaptel, S.A.,
   ("Synaptel"),  a  French  company,  for  approximately  $19,000,000.
   This acquisition  was   accounted for  using the  purchase method  of
   accounting from the  effective date of  the acquisition.   The  total
   purchase consideration in excess  of the fair  value of the  tangible
   and identified intangible  assets acquired is  included in  goodwill.
   Identified intangibles acquired included approximately $11,600,000 of
   in-process  research   and  development,   $4,230,000  of   developed
   technology and $415,000  related to  Synaptel's assembled  workforce.
   Acquired  in-process  research  and  development  activities  had  no
   alternative future use and had not achieved technological feasibility
   and were expensed in June 1996.

   In addition  to  the  purchase  consideration  discussed  above,  the
   purchase agreement included  provisions for additional  consideration
   of  $3,500,000  cash and 450,000  options to  purchase the  Company's
   common stock at  an exercise price  of $18.50 per  share if  Synaptel
   attains certain revenue  and operating income  targets through  1998.
   The actual cash  earn-out and number  of employee  stock options  may
   increase or decrease depending upon performance against targets.  The
   cash payments pursuant to these provisions  will be accounted for  as
   additional purchase  consideration when  payment  is probable.    The
   compensatory elements,  if  any,  for these  stock  options  will  be
   expensed over the exercise periods.

   ACQUIRED PRODUCT RIGHTS

   In June 1996, the Company acquired the rights to manufacture, market,
   and sell certain FDDI products from Cisco for a purchase price of
   $2,500,000.   The acquired product rights are included in acquired
   developed technology in the accompanying consolidated balance sheets.


   3.   NET INCOME (LOSS) PER COMMON AND COMMON EQUIVALENT        
        SHARE

   The Company  adopted  Statement  of  Financial  Accounting  Standards
   ("SFAS") No. 128,  "Earnings per  Share,"  for it December 31,  1997
   consolidated financial  statements.    As  a  result,  the  Company's
   reported earnings per share  for March 31, 1997  is restated.   Under
   SFAS NO.  128,  basic  earnings per  common  share  are  computed  by
   dividing net  income by  the weighted  average  number of  shares  of
   common stock  outstanding  during the  year.   Diluted  earnings  per
   common share  are computed  by dividing  net income  by the  weighted
   average of  common stock  and  common stock  equivalents  outstanding
   during the year.  (Amounts in thousands)

                           Quarter ended    Quarter
                             March 31,    ended March
                               1998        31, 1997
   Weighted average
   shares outstanding              5,516        5,492
   Dilutive impact of                          
   stock options                     124          197
   Total  weighted
   average common and
   common equivalent                       
   shares outstanding              5,640        5,689

   Excluded from the calculation of diluted earnings per share are 1,164
   and 990  options for  the  quarter ended  March  31, 1998  and  1997.
   Respectively, as such options were anti-dilutive.

    
   4. CREDIT FACILITY             

   Prior to and in conjunction  with the Synaptel acquisition  discussed
   in Note 2, the  Company entered into a  credit facility with  BankOne
   Texas NA.  The credit facility 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  is due June  30, 1999.   The credit facility  is
   collateralized  by  marketable  securities,  assignment  of  accounts
   receivable and  equipment.    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 March  31, 1998, the  Company had borrowings  of
   $11,192,000 and the remaining availability under this credit facility
   was $1,500,000.

   5.        COMPREHENSIVE INCOME

   Statement  of  Financial  Accounting  Standards  No.  130,  Reporting
   Comprehensive  Income,  establishes   standards  for  reporting   and
   displaying comprehensive income, and its components in a full set  of
   general-purpose financial statements.  The statement is effective for
   fiscal years  beginning  after  December 15,  1997  and  the  Company
   adopted the statement effective January 1, 1998 (in thousands).

                                     Quarter ended     Quarter
                                       March 31,     ended March
                                          1998        31, 1997
   Net income                                 $ 708          $ 97
   Other comprehensive income,
     Unrealized holding gains
   (losses) arising
     during period , net of tax                   0             0
     Foreign currency translation              (44)         (189)
   adjustment

   Comprehensive income                       $ 664        $ (92)


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

   RESULTS OF OPERATIONS

   Revenues for the three months ended March 31, 1998   ("first  quarter
   1998")  increased   $731,000 or  approximately 4%  to $17,589,000  as
   compared to $16,858,000  for the same  period in 1997  (" comparative
   period").    The growth in revenue was led by fast ethernet  products
   which grew from 27% of total revenues in the first quarter of 1997 to
   37% of revenues in the first  quarter of 1998.  ATM product  revenues
   increased 53%,  representing  9%  of total  revenues  for  the  first
   quarter of 1998. FDDI and older ethernet/token ring product  revenues
   decreased 41% over  the comparative period.   LAN  products in  total
   comprised 70% of total  revenues for the first  quarter, and 76%  for
   the comparative  period.   FDDI, ATM  and older  ethernet/token  ring
   products represented 21%, 9% and  3% of total revenues,  respectively
   for the first quarter.    WAN products  comprised 7% of revenues  for
   the first  quarter  1998, as  compared  to 11%  for  the  comparative
   period.

   Mass  storage  product  revenues,   primarily  SCSI  adapter   cards,
   decreased 2% in the first quarter  1998 from the comparative  period.
   Fibre channel product revenues have grown  to 6% of revenues for  the
   first  quarter,  as  compared  to  1%  of  total  revenues  for   the
   comparative period.   Mass storage  products comprised  19% of  total
   revenues in the first quarter 1998 and 11% in the comparative period.

   Geographically, North America revenues comprised 70% of  consolidated
   revenues in the first quarter 1998 compared to 84% in the comparative
   period.  European revenues comprised 25% of consolidated revenues  in
   the first quarter 1998 and 13% in the comparative period. Pacific Rim
   revenues comprised 5% of consolidated  revenues in the first  quarter
   1998 and  3%  in the comparative period .

   The Company's  current  marketing  strategy  is  to  increase  market
   penetration through  sales to  major OEM  customers.   One  of  these
   customers accounted for  approximately 45% of  the Company's  revenue
   for the first quarter of 1998.

   The gross margin percentage  for the three  month period ended  March
   31, 1997 was approximately 46% as  compared to approximately 48%  for
   the comparable period. The decrease in  gross margin is a  reflection
   of the change in product revenue mix from older established  products
   to newer products that have a lower gross margin.

   Operating expenses for the  three month period  ended March 31,  1998
   were $6,581,000 as compared to $7,544,000 for the comparable  period.
   The reduction  in operation  expenses is  due management's  continued
   focus to control expenses  and improve efficiencies  in all areas  of
   the Company.




   LIQUIDITY AND CAPITAL RESOURCES

   The  Company's  cash,  cash  equivalents  and  marketable  securities
   aggregated $8,508,000 at March 31,  1998, and $5,519,000 at  December
   31, 1997.  The Company's improved cash position is primarily due to a
   profitable quarter, reduction in  accounts receivable and  inventory,
   partially off-set  by reductions  in  accounts payable,  payment  for
   property, equipment and software, and payment  of debt.  In the  next
   twelve months,  scheduled  debt  payments  on  the  Company's  credit
   facility are approximately $2,192,000.

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




                                  PART II

   OTHER INFORMATION

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

   On April 30, 1998, The Annual  Meeting of Shareholders of  Interphase
   Corporation was held at  the Company's office in  Dallas Texas.   The
   following matter was voted upon and approved at the meeting.

   An election  of directors  of the  Company to  serve until  the  next
   annual meeting  for  the  Company was  held.    The  following  eight
   individuals were elected as Directors of the Company.

                          Votes Cast For      Votes Withheld
   Dale Crane                    5,174,045               57,528
   Gary W. Fiedler               5,174,045               57,528
   James F. Halpin               5,174,045               57,528
   Paul N. Hug                   5,174,045               57,528
   R. Stephen Polley             5,174,045               57,528
   David H. Segrest              5,174,045               57,528
   S. Thomas Thawley             5,174,045               57,528
   William Voss                  5,174,045               57,528

   To be elected a director each individual must have received a
   plurality of all votes cast at the meeting of election of directors.


   Item 6.   Reports on form 8-K

             None

             Exhibits


   Exhibit 27     Financial Data Schedule








   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:  May 13, 1998

                                           /s/ Gregory B. Kalush

                                      Gregory B. Kalush
                                       Chief Financial Officer and
                                       Vice President Finance
                                       (Principal Financial and 
                                       Accounting officer)