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, 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 May 3, 2000
  ----------------------------                   --------------------------
  Common Stock, $.10 par value                            5,817,374


<PAGE>

                            INTERPHASE CORPORATION

                                    INDEX


 Part I -Financial Information

      Item 1.   Consolidated Interim Financial Statements

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

                Consolidated Statements of Operations for the three
                months ended March 31, 2000 and 1999                  4

                Consolidated Statements of Cash Flows for the three
                months ended March 31, 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 6.   Reports on Form 8-K and Exhibits                     12

                Signature                                            12


<PAGE>
<TABLE>
 INTERPHASE CORPORATION

 CONSOLIDATED BALANCE SHEETS
 (in thousands)

<CAPTION>
                                                         Mar. 31,    Dec. 31,
 ASSETS                                                    2000        1999
                                                       -----------------------
 <S>                                                  <C>           <C>
 Cash and cash equivalents                            $    13,951   $   10,988
 Marketable securities                                      6,852        5,288
 Trade accounts receivable, less allowances
   for uncollectible accounts of $262 and
   $164, respectively                                      10,078       14,005
 Inventories, net                                          10,813       11,678
 Prepaid expenses and other current assets                    885        1,383
 Deferred income taxes, net                                   732          774
                                                       -----------------------
      Total current assets                                 43,311       44,116
                                                       -----------------------
 Machinery and equipment                                    9,562        9,149
 Leasehold improvements                                     2,921        2,907
 Furniture and fixtures                                       478          475
                                                       -----------------------
                                                           12,961       12,531
 Less-accumulated depreciation and amortization           (10,618)     (10,334)
                                                       -----------------------
      Total property and equipment, net                     2,343        2,197

 Capitalized software, net                                    636          684
 Deferred income taxes, net                                 1,458        1,458
 Acquired developed technology, net                         2,130        2,280
 Goodwill, net                                              2,770        2,830
 Other assets                                                 850        1,106
                                                       -----------------------
      Total assets                                    $    53,498  $    54,671
                                                       =======================

<PAGE>

 LIABILITIES AND SHAREHOLDERS' EQUITY
 Accounts payable                                     $     1,219   $    2,129
 Accrued liabilities                                        1,102        1,586
 Accrued compensation                                         960        2,131
 Income taxes payable                                       1,453          754
 Current portion of debt                                    2,199        2,202
                                                       -----------------------
      Total current liabilities                             6,933        8,802

 Other liabilities                                            427          570
 Long term debt                                             4,615        5,164
                                                       -----------------------
      Total liabilities                                    11,975       14,536

 Commitments and contingencies
 Common stock redeemable                                    2,542        2,796

 SHAREHOLDERS' EQUITY
 Common stock, $.10 par value                               5,852        5,457
 Additional paid in capital                                31,080       31,080
 Retained earnings                                          1,501          207
 Cumulative other comprehensive income                        548          595
                                                       -----------------------
      Total shareholders' equity                           38,981       37,339
                                                       -----------------------
      Total liabilities and shareholders' equity      $    53,498  $    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)
                                                Three Months Ended March 31,
                                                  ------------------------
                                                     2000          1999
                                                  ------------------------
 <S>                                             <C>          <C>
 Revenues                                        $    13,585  $     17,169
 Cost of sales                                         6,089         9,350
                                                  ------------------------
 Gross profit                                          7,496         7,819

 Research and development                              2,554         2,556
 Sales and marketing                                   2,432         2,247
 General and administrative                            1,099         1,200
                                                  ------------------------
    Total operating expenses                           6,085         6,003
                                                  ------------------------
 Operating income                                      1,411         1,816
                                                  ------------------------
 Interest income                                         209           132
 Interest expense                                       (132)         (242)
 Other, net                                             (232)         (224)
                                                  ------------------------
 Income from continuing operations before
   income taxes                                        1,256         1,482
 Provision for income taxes                              533           546
                                                  ------------------------
 Income from continuing operations                       723           936
                                                  ------------------------
 Discontinued Operations
 Gain on disposal of VOIP business, net of tax           571           -
 Operating losses from VOIP business, net of tax         -            (512)
                                                  ------------------------
  Net income                                     $     1,294    $      424
                                                  ========================
 Net income from continuing operations per share
        Basic EPS                                $      0.12   $      0.17
                                                  ------------------------
        Diluted EPS                              $      0.11  $       0.17
                                                  ------------------------
 Net income per share
        Basic EPS                                $      0.22   $      0.08
                                                  ------------------------
        Diluted EPS                              $      0.20   $      0.08
                                                  ------------------------

 Weighted average common shares                        5,813         5,438
                                                  ------------------------
 Weighted average common and dilutive shares           6,395         5,596
                                                  ------------------------

 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)                                        Three Months ended March 31,
                                                       ----------------------
                                                        2000           1999
                                                       ----------------------
 <S>                                                  <C>            <C>
 Cash flow from operating activities:
   Net income from continuing operations              $    723       $    936
   Gain on disposal of VOIP business                       571            -
   Operating loss from disposal of VOIP business           -             (512)
   Adjustment to reconcile net income to net cash
     provided (used) by operating activities:
    Depreciation and amortization                          637            930
    Change in assets and liabilities:
        Trade accounts receivable                        3,927         (1,553)
        Inventories                                        865            (46)
        Prepaid expenses and other current assets          540           (346)
        Accounts payable and accrued liabilities        (1,394)           590
        Other liabilities                                 (143)            -
        Accrued compensation                            (1,171)          (606)
        Income taxes payable                               699           (543)
                                                       ----------------------
    Net adjustments                                      3,960         (1,574)
                                                       ----------------------
  Net cash provided (used) by operating activities       5,254         (1,150)
 Cash flows from investing activities:
   Additions to property, equipment, leasehold
     improvements and capitalized software                (525)          (956)
    Decrease in other assets                               256            (78)
    (Increase) decrease in marketable securities        (1,564)           (92)
                                                       ----------------------
        Net cash (used) by investing activities         (1,833)        (1,126)
 Cash flows from financing activities:
    Payments on debt                                      (552)          (667)
    Change in comprehensive income                         (47)           (48)
    Purchase of redeemable common stock                   (254)          (254)
    Proceeds from the exercise of stock options            395            130
                                                       ----------------------
        Net cash (used) by financing activities           (458)          (839)
                                                       ----------------------
 Net increase (decrease) in cash and
   cash equivalents                                      2,963         (3,115)
 Cash and cash equivalents at beginning of period       10,988          4,531
                                                       ----------------------
 Cash and cash equivalents at end of period           $ 13,951       $  1,416
                                                       ======================
 Supplemental Disclosure of Cash Flow Information:
 Income taxes paid                                    $    184       $    774
 Interest paid                                        $    160       $    186

  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 March 31,
                                                     2000      1999
                                                     ---------------
 <S>                                                 <C>       <C>
 Weighted average shares outstanding                 5,813     5,438
 Dilutive impact of stock options                      582       158
                                                     ---------------
 Total weighted average common and common
   equivalent shares outstanding                     6,395     5,596
                                                     ---------------
 Anti-dilutive weighted shares
   excluded from shares outstanding                     12       706

</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,  2001.   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 March 31, 2000, the Company had borrowings of
 $6,808,000 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 March 31,
                                                 2000      1999
                                                ----------------
 <S>                                           <C>         <C>
 Net income                                    $ 1,294     $ 424
 Other comprehensive income
 Unrealized holding gains (losses) arising
   during period, net of tax                        23        -
 Foreign currency translation adjustment           (70)      (48)
                                                ----------------
 Comprehensive income                          $ 1,247     $ 376
                                                ================
</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 March  31, 2000,  253,335
 shares have been repurchased for $1,583,343 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 period presented: (in thousands)

<TABLE>
                                          Three months ended March 31,
                                                2000      1999
                                                ---------------
 <S>                                           <C>       <C>
 Gain (loss) from discontinued
   operations before tax                       $  921    $ (826)
 Income tax provision (benefit)                   350      (314)
                                                ---------------
 Net gain (loss) from discontinued operations  $  571    $ (512)
                                                ---------------
</TABLE>
<PAGE>

 7.   SEGMENT DATA
<TABLE>
 Revenue related to North America and  other foreign countries for the  three
 month period ended March 31, 2000 and 1999 are as follows. (in thousands)

                Three months ended March 31:
  Revenue             2000        1999
                     --------------------
  <S>               <C>          <C>
  North America     $ 11,254     $ 12,893
  Europe               1,858        4,119
  Pac Rim                473          157
                     --------------------
  Total             $ 13,585      $17,169
                     ====================


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


                    March 31,     Dec. 31,
 Long lived assets    1999          1999
                     --------------------
  <S>               <C>          <C>
  North America     $ 2,777       $ 2,658
  Europe                202           223
  Pac Rim               -             -
                     --------------------
  Total             $ 2,979       $ 2,881
                     ====================
</TABLE>


 8.   SHAREHOLDER' EQUITY

 At the annual meeting  of Shareholders on May  2, 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.

<PAGE>

 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  March 31, 2000  ("first quarter  2000")
 were $13,585,000.    Revenues for  the  same period  in  1999  ("comparative
 period") were $17,169,000.    While the Company's legacy Networking LAN  and
 WAN revenues have declined from the first quarter of 2000 to the comparative
 period,  our  Fibre  Channel  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.

 Networking LAN product revenues, consisting of FDDI, Ethernet, ATM and  Fast
 Ethernet, represented 26% of total revenues  for the first quarter 2000,  as
 compared to 45% for the comparative period.  FDDI product revenues  declined
 26%, Ethernet product revenues increased 82%, ATM product revenues  declined
 40% and  Fast Ethernet  product revenues  declined 92%  as compared  to  the
 comparative period.   FDDI, Ethernet, ATM and Fast Ethernet product revenues
 represented 46%,  31%,  13%  and  10%  of  total  Networking  LAN  revenues,
 respectively for the first quarter 2000.

 Mass storage product revenues, consisting of SCSI and Fibre Channel  adapter
 cards, represented 53%  of total  revenues for  the first  quarter 2000,  as
 compared to 31% for the comparative period.  SCSI product revenues  declined
 25% while Fibre Channel product revenues increased 43% over the  comparative
 period.

 Broadband telecommunication  controller revenues  represented 16%  of  total
 revenues for the first quarter 2000,  as compared to 3% for the  comparative
 period.  Broadband telecommunication controller  revenues grew 276% from  as
 compared to the comparative period.

 WAN product revenues comprised 3% of revenues for the first quarter 2000, as
 compared to 18% for the comparative period.  WAN product revenues  decreased
 87% as compared to the comparative period.

 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.  One of these customers accounted  for
 approximately 36% of the Company's revenue for the first quarter of 2000 and
 52% in the comparative period.
<PAGE>
 The gross margin percentage for the first  quarter 2000 was 55% and 46%  for
 the comparative period.  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 revenue 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 first quarter 2000 were $6,085,000 as compared to
 $6,003,000 for the comparative  period.  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.


 LIQUIDITY AND CAPITAL RESOURCES

 The Company's cash,  cash equivalents and  marketable securities  aggregated
 $20,803,000 at March 31,  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  fixed  assets, payment  on debt and
 other liabilities, 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 March  31, 2000,  253,335
 shares have been repurchased for $1,583,343 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.


<PAGE>
                                   PART II

 OTHER INFORMATION


 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:  May 12, 2000

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