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 September 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 November 1, 2000
 ----------------------------            -----------------------------
 Common Stock, $.10 par value                     5,801,081

<PAGE>


                            INTERPHASE CORPORATION

                                    INDEX


 Part I -Financial Information

      Item 1.   Consolidated Interim Financial Statements

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

                Consolidated Statements of Operations for the three
                months and nine months ended September 30, 2000 and 1999    4

                Consolidated Statements of Cash Flows for the nine
                months ended September 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 6.   Reports on Form 8-K and Exhibits                           13

                Signature                                                  13



<PAGE>
<TABLE>
 INTERPHASE CORPORATION
 CONSOLIDATED BALANCE SHEETS
 (in thousands, except number of share data)          (unaudited)
                                                        Sep. 30,      Dec. 31,
 ASSETS                                                   2000          1999
                                                       ----------------------
 <S>                                                  <C>           <C>
 Cash and cash equivalents                            $  13,593     $  10,988
 Marketable securities                                    7,248         5,288
 Trade accounts receivable, less allowances
   for uncollectible accounts of $319 and
   $260, respectively                                    10,290        14,005
 Inventories, net                                        13,286        11,678
 Prepaid expenses and other current assets                  629         1,383
 Deferred income taxes, net                               1,075           774
                                                       ----------------------
      Total current assets                               46,121        44,116
                                                       ----------------------
 Machinery and equipment                                  9,790         9,149
 Leasehold improvements                                   2,950         2,907
 Furniture and fixtures                                     500           475
                                                       ----------------------
                                                         13,240        12,531
 Less-accumulated depreciation and amortization         (11,231)      (10,334)
                                                       ----------------------
      Total property and equipment, net                   2,009         2,197

 Capitalized software, net                                  576           684
 Deferred income taxes, net                               1,458         1,458
 Acquired developed technology, net                       1,830         2,280
 Goodwill, net                                            2,650         2,830
 Other assets                                               292         1,106
                                                       ----------------------
      Total assets                                    $  54,936     $  54,671
                                                       ======================
 LIABILITIES AND SHAREHOLDERS' EQUITY
 Accounts payable                                     $   1,086     $   2,129
 Accrued liabilities                                      4,368         2,156
 Accrued compensation                                     1,350         2,131
 Income taxes payable                                       852           754
 Current portion of debt                                  2,192         2,202
                                                       ----------------------
      Total current liabilities                           9,848         9,372

 Long term debt                                           3,519         5,164
                                                       ----------------------
      Total liabilities                                  13,367        14,536

 Commitments and contingencies
 Common stock redeemable; 325,331 and 447,332
   shares, respectively                                   2,034         2,796

 SHAREHOLDERS' EQUITY
 Common stock, $.10 par value; 100,000,000 shares
   authorized; 5,475,350 and 5,391,296 shares
   issued and outstanding, respectively                     547           539
 Additional paid in capital                              36,621        35,998
 Retained earnings                                        2,570           207
 Cumulative other comprehensive income                     (203)          595
                                                       ----------------------
      Total shareholders' equity                         39,535        37,339
                                                       ----------------------
      Total liabilities and shareholders' equity      $  54,936     $  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                                   Nine Months Ended
           Sep 30,                                              Sep 30,
   ---------------------                                 --------------------
      2000        1999                                      2000       1999
   ---------------------                                 --------------------
  <S>          <C>        <S>                           <C>        <C>
  $   13,260   $  20,511  Revenues                      $   40,177 $   55,337
       6,193      10,666  Cost of sales                     18,349     29,401
   ---------------------                                 --------------------

       7,067       9,845  Gross profit                      21,828     25,936

       2,694       2,590  Research and development           7,764      7,892
       2,612       2,850  Sales and marketing                8,063      7,814
       1,051       1,673  General and administrative         3,258      4,278
   ---------------------                                 --------------------
       6,357       7,113     Total operating expenses       19,085     19,984
   ---------------------                                 --------------------

         710       2,732  Operating income                   2,743      5,952
   ---------------------                                 --------------------

         287         114  Interest income                      755        309
        (155)       (235) Interest expense                    (422)      (604)
        (167)       (224) Other, net                             2       (674)
   ---------------------                                 --------------------

                          Income from continuing
         675       2,387  operations before income taxes     3,078      4,983

         302         997  Provision for income taxes         1,286      1,894
   ---------------------                                 --------------------
                          Income from continuing
         373       1,390  operations                         1,792      3,089
   ---------------------                                 --------------------

                          Discontinued Operations
                          Gain on disposal of VOIP
           -         140  business, net of tax                 571        326
                          Operating losses from VOIP
           -        (252) business, net of tax                   -     (1,193)
   ---------------------                                 --------------------

  $      373   $   1,278  Net income                    $    2,363 $    2,222
   =====================                                 ====================

                          Income from continuing
                          operations per share
  $     0.06   $    0.24       Basic EPS                $     0.31 $     0.56
   ---------------------                                 --------------------
  $     0.06   $    0.22       Diluted EPS              $     0.28 $     0.52
   ---------------------                                 --------------------

                          Net income per share
  $     0.06   $    0.22         Basic EPS              $     0.41 $     0.40
   ---------------------                                 --------------------
  $     0.06   $    0.20         Diluted EPS            $     0.38 $     0.37
   ---------------------                                 --------------------

       5,805       5,709  Weighted average common shares     5,817      5,522
   ---------------------                                 --------------------
                          Weighted average common and
       6,278       6,288  dilutive shares                    6,292      5,984
   ---------------------                                 --------------------

             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)                                         Nine Months ended Sep. 30,
                                                     --------------------------
                                                        2000           1999
                                                       ----------------------
 <S>                                                  <C>            <C>
 Cash flow from operating activities:
   Income from continuing operations                  $  1,792       $  3,089
   Gain on disposal of VOIP business                       571            326
   Operating loss from VOIP business                         -         (1,193)
   Adjustment to reconcile income from continuing
     operations to net cash provided by operating
     activities:
   Depreciation and amortization                         1,941          2,940
   Deferred income tax benefit                            (301)             -
    Change in assets and liabilities:
        Trade accounts receivable                        3,715           (740)
        Inventories                                     (1,608)        (1,500)
        Prepaid expenses and other current assets          754            (56)
        Accounts payable and accrued liabilities         1,169             70
        Accrued compensation                              (781)           366
        Income taxes payable                                98           (183)
                                                       ----------------------
    Net adjustments                                      4,987            897
                                                       ----------------------
        Net cash provided by operating activities        7,350          3,119
 Cash flows from investing activities:
    Additions to property, equipment, leasehold
      improvements and capitalized software             (1,015)        (1,748)
    Decrease in other assets                               814            253
    Cash received in sale of VOIP                            -            600
    Increase in marketable securities                   (1,960)          (401)
                                                       ----------------------
        Net cash used by investing activities           (2,161)        (1,296)
 Cash flows from financing activities:
    Payments on debt                                    (1,655)        (1,693)
    Change in comprehensive income                        (798)          (104)
    Purchase of redeemable common stock                   (762)          (763)
    Proceeds from the exercise of stock options            631          3,258
                                                       ----------------------
 Net cash (used) provided by financing activities       (2,584)           698
                                                       ----------------------

 Net increase in cash and cash equivalents               2,605          2,521
 Cash and cash equivalents at beginning of period       10,988          4,531
                                                       ----------------------
 Cash and cash equivalents at end of period           $ 13,593       $  7,052
                                                       ======================

 Supplemental Disclosure of Cash Flow Information:
 Income taxes paid                                   $   1,539       $     16
 Interest paid                                       $     468       $    531


              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   Nine months ended
                                           Sep. 30,            Sep. 30,
                                      ------------------   ----------------
                                        2000      1999      2000       1999
                                      --------------------------------------
 <S>                                    <C>       <C>       <C>        <C>
 Weighted average shares outstanding    5,805     5,709     5,817      5,522
 Dilutive impact of stock options         473       579       475        462
                                      --------------------------------------
 Total weighted average common and
 common equivalent shares outstanding   6,278     6,288     6,292      5,984
                                      --------------------------------------
 Anti-dilutive weighted shares
 excluded from shares outstanding         378         -       289         48
</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  September  30,  2000,  the  Company   had
 borrowings  of  $5,711,000  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   Nine months ended
                                           Sep. 30,            Sep. 30,
                                      ------------------   ----------------
                                        2000      1999      2000       1999
                                      --------------------------------------
 <S>                                  <C>        <C>      <C>        <C>

 Net income                           $ 373      $ 1,278  $ 2,363    $ 2,222
 Other comprehensive income
 Unrealized holding gains (losses)      128           12     (581)       (65)
   arising during period, net of tax
 Foreign currency translation
   adjustment                          (135)          42     (217)       (39)
                                      --------------------------------------
 Comprehensive income                $  366     $  1,332  $ 1,565    $ 2,118
                                      ======================================
</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 September 30, 2000,  334,669
 shares have been repurchased for $2,091,681 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.

 During the first quarter of 2000, the Company 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   Nine months ended
                                           Sep. 30,            Sep. 30,
                                      ------------------   ----------------
                                        2000      1999     2000        1999
                                      --------------------------------------
 <S>                                  <C>        <C>      <C>       <C>

 Gain (loss) from Discontinued
   operations before tax                   -     $ (406)  $ 921     $ (1,924)

 Income tax provision (benefit)            -       (154)    350         (731)
                                      --------------------------------------
 Net gain (loss) from discontinued
   operations                              -     $ (252)  $ 571     $ (1,193)
                                      ======================================
</TABLE>
<PAGE>

 7.   SEGMENT DATA

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

              Three months ended Sep. 30:  Nine months ended Sep. 30:
 Revenue          2000        1999             2000        1999
                -------------------------------------------------
 <S>            <C>         <C>              <C>         <C>
 North America  $ 11,005    $ 17,990         $ 33,552    $ 45,211
 Europe            1,253       1,426            4,612       8,551
 Pac Rim           1,002       1,095            2,013       1,575
                -------------------------------------------------
 Total          $ 13,260    $ 20,511         $ 40,177    $ 55,337
                =================================================
</TABLE>

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

    Long lived assets  Sep. 30, 2000   Dec. 31, 1999
                          -----------------------
    North America         $ 2,383         $ 2,658
    Europe                    202             223
    Pacific Rim                 -               -
                          -----------------------
    Total                 $ 2,585         $ 2,881
                          =======================


 8.   SHAREHOLDERS' 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.

 9.  RECENTLY ISSUED ACCOUNTING POLICIES

 In June 1998, the Financial Accounting Standards Board, issued SFAS No. 133,
 "Accounting for Derivative  Instruments and Hedging  Activities."  SFAS  133
 establishes  new  standards  of  accounting  and  reporting  for  derivative
 instruments and hedging activities.  SFAS 133 requires that all  derivatives
 be recognized at  fair value  in the  balance sheet,  and the  corresponding
 gains or losses be reported  either in the statement  of operations or as  a
 components  of  comprehensive  income,  depending  on  the  type  of   hedge
 relationship that exists.  SFAS 133 as amended by SFAS 137 will be effective
 for fiscal years beginning after June 15, 2000.  The Company does not expect
 SFAS 133 to have a material effect  on our financial position or results  of
 operations.
<PAGE>

 In December  1999,  the  Securities and  Exchange  Commission  issued  Staff
 Accounting Bulletin No. 101 ("SAB  101"), "Revenue Recognition in  Financial
 Statements."   SAB  101 provides  guidance  on applying  generally  accepted
 accounting principles to revenue recognition issues in financial statements.
 The Company will adopt SAB 101 as  required in the fourth quarter of  fiscal
 2000.   The Company believes that SAB 101 will not have a significant effect
 on its consolidated financial position or results of operations


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

 RESULTS OF OPERATIONS

 During the first quarter  2000, the Company 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.

 Revenue from product sales  is recorded when the  earnings process has  been
 completed, as evidenced by  a delivery, a fixed  and determinable price  and
 when collectibility is reasonably assured.

 Revenues for the  three months  ended September  30, 2000   ("third  quarter
 2000") were $13,260,000.  Revenues for the same period in 1999 ("comparative
 period") were  $20,511,000.   While  the  Company's Storage product revenues
 have declined in the third  quarter of  2000  as compared to the comparative
 period,  the  Networking  product revenues and  Broadband  Telecommunication
 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   Broadband
 Telecommunication   controller products.  In addition, the Company developed
 a strategy to end-of-life many  of  its legacy  products, which began in the
 second quarter 2000.  Further  more,  44% of the revenues for the comparable
 period were from Hewlett  Packard's purchase  of  a Fiber Channel card, that
 the  Company  announced in December  1999  would be going away by the end of
 1999.

 Networking  product  revenues,  consisting  of  FDDI,  Ethernet,  ATM,  Fast
 Ethernet  and  WAN, represented 56% of total revenues  for the third quarter
 2000,  as compared to 31% for the comparative period.  FDDI product revenues
 increased 119%,  Ethernet  product  revenues  decreased  100%,  ATM  product
 revenues decreased 15%, Fast Ethernet product revenues declined 44%, and WAN
 product revenues decreased 37% as compared to the comparative period.  FDDI,
 Ethernet,  ATM,  Fast Ethernet and WAN product revenues represented 39%, 0%,
 6%,  9%  and  2%  of  total Networking revenues,  respectively for the third
 quarter 2000.

 Mass storage product revenues, consisting of SCSI and Fibre Channel  adapter
 cards, represented 27%  of total  revenues for  the third  quarter 2000,  as
 compared to 62% for the comparative period.  SCSI product revenues increased
 147% while Fibre Channel product revenues decreased 79% over the comparative
 period.

 Broadband telecommunication  controller revenues  represented 14%  of  total
 revenues for the third quarter 2000,  as compared to 6% for the  comparative
 period.  Broadband telecommunication controller  revenues grew 58% from  the
 comparative period.


<PAGE>

 Revenues for the nine-month period ended September 30, 2000 were $40,177,000
 as compared to  $55,337,000 for the  nine-month period  ended September  30,
 1999.   Revenues from  Networking LAN,  Mass storage,  Networking  Broadband
 Telecommunication controller and Networking WAN were  36%, 40%, 18%, and  3%
 of total revenues  respectively, for the  nine-month period ended  September
 30, 2000.

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

 One customer accounted for 11% and 56% of the Company's revenue in the third
 quarter of 2000 and 1999, respectively.

 The gross margin percentage for the third  quarter 2000 was 53% and 48%  for
 the comparative  period.   The gross  margin percentage  for the  nine-month
 period ended September 30, 2000 and 1999 was 54% and 47% 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,  and 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  and
 Broadband  Telecommunication  controller  products,  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 third quarter 2000 were $6,357,000 as compared to
 $7,113,000 for the comparative period. Operating expenses for the nine-month
 period ended September 30,  2000 and 1999  were $19,085,000 and  $19,984,000
 respectively.  Operating expenses have decreased slightly compared to a year
 ago, with an increase in sales and marketing activities, offset by decreases
 in general and administrative expenses.  Operating expenses are expected  to
 remain consistent as a percentage of revenues.

 Interest income increased during the third  quarter 2000 as compared to  the
 comparative period, attributable to an increase in interest income earned on
 larger cash balances deposited in interest bearing accounts.

 Interest expense decreased during the third quarter 2000 as compared to  the
 comparative period,  attributable  to  a  continued  reduction  of  interest
 bearing debt.

 Other income increased $676,000 for  the nine-month period ending  September
 30, 2000,  primarily  as  a  result of  a  hedging  transaction  on  certain
 marketable securities received in the sale  of the Company's VOIP  business.
 As of  June  30, 2000  these  hedging transactions  resulted  in a  gain  of
 approximately $613,000.


 LIQUIDITY AND CAPITAL RESOURCES

 The Company's cash,  cash equivalents and  marketable securities  aggregated
 $20,841,000 at September  30, 2000, and  $16,276,000 at  December 31,  1999.
 The Company's increased cash position is primarily due to the collection  of
 cash related to the disposition of Quescom (see note 6), and the  collection
 of accounts receivable, offset by the  purchase of inventory, 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.
<PAGE>

 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 September 30, 2000,  334,669
 shares have been repurchased for $2,091,681 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 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:  November 13, 2000

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