<PAGE>

                                    FORM 10-Q
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549

(Mark One)
[x] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934.  For the Quarterly Period ended June 28, 1997 or
                                            -------------

[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the transition period from             to             .
                               -----------     -----------

Commission file number 0-13381

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

         DELAWARE                                 59-2291597
-------------------------------        --------------------------------
(State or other jurisdiction of        (IRS Employer Identification No.
 incorporation or organization)



 34551 Ardenwood Blvd., Fremont, California             94555
---------------------------------------------         ----------
 (Address of principal executive offices)              ZIP Code

Registrant's telephone number (including area code): (510) 796-6100

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

                               Yes     X     No
                                   --------      -------

APPLICABLE ONLY TO CORPORATE ISSUERS

    Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Common Stock, $.01 par value            21,155,030 shares
----------------------------            -----------------
           Class                  Outstanding at June 27, 1997

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                              CONSOLIDATED BALANCE SHEET
                                     (IN $000'S)

<TABLE>
<CAPTION>

 



                                                                  UNAUDITED
ASSETS                                                             JUNE 28                  DEC 31
                                                                    1997                     1996
                                                                  ----------               ---------
<S>                                                               <C>                      <C>
CURRENT ASSETS:

    CASH AND EQUIVALENTS                                          $ 17,139                 $ 15,849
    SHORT-TERM MARKETABLE INVESTMENTS                               14,327                   18,538

    ACCOUNTS RECEIVABLE                                             17,539                   28,168
    ALLOWANCE FOR DOUBTFUL ACCOUNTS                                   (320)                    (436)
                                                                 -----------              -----------
    ACCOUNTS RECEIVABLE, NET                                        17,219                   27,732

    INVENTORIES                                                     39,515                   41,680
    PREPAID EXPENSES AND OTHER CURRENT ASSETS                        6,505                    6,480
                                                                 -----------              -----------
              TOTAL CURRENT ASSETS                                  94,705                  110,279

PROPERTY AND EQUIPMENT, NET                                          7,838                    6,124
OTHER ASSETS                                                           200                      183
                                                                 -----------              -----------

              TOTAL ASSETS                                        $102,743                 $116,586
                                                                 -----------              -----------
                                                                 -----------              -----------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    ACCOUNTS PAYABLE                                              $  6,760                 $  6,157
    ACCRUED LIABILITIES                                              2,243                    6,191
                                                                 -----------              -----------
              TOTAL CURRENT LIABILITIES                              9,003                   12,348

LONG-TERM LIABILITIES                                                   66                       66

STOCKHOLDERS' EQUITY
    COMMON STOCK                                                       201                      207
    ADDITIONAL PAID-IN CAPITAL                                      57,761                   63,789
    NOTES RECEIVABLE FROM SHAREHOLDERS                                (720)                    (465)
    RETAINED EARNINGS                                               36,432                   40,641
                                                                 -----------              -----------
         TOTAL STOCKHOLDERS' EQUITY                                 93,674                  104,172
                                                                 -----------              -----------
              TOTAL LIABILITIES AND
              STOCKHOLDERS' EQUITY                                $102,743                 $116,586
                                                                 -----------              -----------
                                                                 -----------              -----------

</TABLE>

 

                    SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                          2

<PAGE>

                                  MYLEX CORPORATION
              CONSOLIDATED STATEMENTS OF OPERATIONS, THREE MONTHS ENDED
                                      UNAUDITED
                        (IN $000'S, EXCEPT FOR PER SHARE DATA)

<TABLE>
<CAPTION>

 

                                                                    JUNE 28                  JUNE 30
                                                                     1997                     1996
                                                                   ---------                ---------
<S>                                                                <C>                      <C>
NET SALES                                                          $26,926                  $45,411
COST OF SALES                                                       17,982                   28,449
                                                                   ---------                ---------
    GROSS PROFIT                                                     8,944                   16,962

OPERATING EXPENSES:
    SELLING AND MARKETING                                            4,665                    3,559
    RESEARCH AND DEVELOPMENT                                         5,024                    4,118
    GENERAL AND ADMINISTRATION                                       1,939                    1,914
                                                                   ---------                ---------
         TOTAL OPERATING EXPENSES                                   11,628                    9,591
                                                                   ---------                ---------

OPERATING PROFIT (LOSS)                                             (2,684)                   7,371

INTEREST INCOME                                                        451                      323
INTEREST EXPENSE                                                         -                       (8)
OTHER EXPENSE                                                          (38)                     (12)
                                                                   ---------                ---------

INCOME (LOSS) BEFORE TAXES                                          (2,271)                   7,674

 INCOME TAX (BENEFIT) EXPENSE                                         (840)                   3,073
                                                                   ---------                ---------

     NET INCOME (LOSS)                                             $(1,431)                 $ 4,601
                                                                   ---------                ---------
                                                                   ---------                ---------

EARNINGS (LOSS) PER COMMON SHARE:                                  $ (0.07)                 $  0.21

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:                         20,558                   21,725

</TABLE>

 

                    SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                          3

<PAGE>

                                  MYLEX CORPORATION
               CONSOLIDATED STATEMENTS OF OPERATIONS, SIX MONTHS ENDED
                                      UNAUDITED
                        (IN $000'S, EXCEPT FOR PER SHARE DATA)

<TABLE>
<CAPTION>

                                                                    JUNE 28                  JUNE 30
                                                                     1997                     1996
                                                                   ---------                ---------
<S>                                                                <C>                      <C>
NET SALES                                                          $62,839                  $93,908
COST OF SALES                                                       48,258                   58,416
                                                                   ---------                ---------

   GROSS PROFIT                                                     14,581                   35,492
                                                                                            
OPERATING EXPENSES:                                                                         
   SELLING AND MARKETING                                             8,284                    7,314
   RESEARCH AND DEVELOPMENT                                          9,419                    7,289
   GENERAL AND ADMINISTRATION                                        4,335                    5,340
                                                                   ---------                ---------
                                                                                            
      TOTAL OPERATING EXPENSES                                      22,038                   19,943
                                                                   ---------                ---------
                                                                                            
OPERATING PROFIT (LOSS)                                             (7,457)                  15,549
                                                                                            
INTEREST INCOME                                                        833                      753
INTEREST EXPENSE                                                         -                      (14)
OTHER EXPENSE                                                          (56)                     (72)
                                                                   ---------                ---------
                                                                                            
INCOME (LOSS) BEFORE TAXES                                          (6,680)                  16,216
                                                                                            
INCOME TAX (BENEFIT)EXPENSE                                         (2,471)                   6,490
                                                                   ---------                ---------
                                                                                            
      NET INCOME (LOSS)                                            $(4,209)                 $ 9,726
                                                                   ---------                ---------
                                                                   ---------                ---------

EARNINGS (LOSS) PER COMMON SHARE:                                  $ (0.20)                 $  0.45

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                          20,641                   21,640

</TABLE>
                    SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                          4

<PAGE>

                                  MYLEX CORPORATION
                CONSOLIDATED STATEMENT OF CASH FLOWS, SIX MONTHS ENDED
                                      UNAUDITED
                                     (IN $000'S)

<TABLE>
<CAPTION>

                                                                    JUNE 28                  JUNE 30
                                                                     1997                     1996
                                                                   ---------                ---------
<S>                                                                <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  NET INCOME (LOSS)                                               $(4,209)                 $  9,726
  DEPRECIATION AND AMORTIZATION                                     1,141                       946
  AMORTIZATION OF DISCOUNT/PREMIUM ON SHORT-TERM                   
     MARKETABLE INVESTMENTS                                           (75)                      (67)
  CHANGES IN OPERATING ASSETS AND LIABILITIES                      
     ACCOUNTS RECEIVABLE, NET                                      10,513                    (7,779)
     INVENTORIES                                                    2,165                   (27,310)
     PREPAID EXPENSES AND                                          
        OTHER CURRENT ASSETS                                          (25)                      430
     ACCOUNTS PAYABLE                                                 603                    12,824
     ACCRUED LIABILITIES                                           (3,657)                      779
                                                                  ---------                ---------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES               $ 6,456                  $(10,451)
                                                                 
CASH FLOWS FROM INVESTING ACTIVITIES:                            
  CAPITAL EXPENDITURES                                             (2,855)                   (2,328)
  MATURITIES OF SHORT-TERM INVESTMENTS                              9,734                         -
  REDEMPTION OF SHORT -TERM INVESTMENTS                                 -                     2,600
  PURCHASE OF SHORT-TERM MARKETABLE INVESTMENTS                    (5,448)                        -
  (INCREASE) IN OTHER ASSETS                                          (17)                      (22)
                                                                  ---------                ---------
                                                                 
NET CASH USED IN INVESTING ACTIVITIES                             $ 1,414                  $    250
                                                                
CASH FLOWS FROM FINANCING ACTIVITIES:                           
  REPAYMENT OF CAPITAL LEASE OBLIGATIONS                             (118)                     (178)
  PROCEEDS FROM EXERCISE OF STOCK OPTIONS                             242                     3,274
  PROCEEDS FROM PURCHASES UNDER THE EMPLOYEE                    
        STOCK PURCHASE PLAN                                           307                       207
  PAYMENTS TO ACQUIRE COMMON STOCK                                 (7,011)                        -
                                                                  ---------                ---------

NET CASH PROVIDED BY FINANCING ACTIVITIES                         $(6,580)                 $  3,303
                                                                  ---------                ---------

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                   $ 1,290                  $ (6,898)
                                                                
CASH AND CASH EQUIVALENTS: AT BEGINNING OF PERIOD                 $15,849                  $ 11,733
                                                                  ---------                ---------
                                                                  ---------                ---------

CASH AND CASH EQUIVALENTS: AT END OF PERIOD                       $17,139                  $  4,835
                                                                  ---------                ---------
                                                                  ---------                ---------

NON-CASH FINANCING AND INVESTMENT ACTIVITIES:
  TAX BENEFIT RELATED TO DISQUALIFYING DISPOSITION
     OF STOCK OPTIONS                                             $   173                  $  5,617
  COMMON STOCK ISSUED FOR NOTES RECEIVABLE FROM                 
        STOCKHOLDERS                                              $   255                        -
                                                                
CASH PAID DURING THE PERIOD:                                    
  CASH PAID FOR INTEREST                                                -                  $     14
  CASH PAID FOR INCOME TAXES                                      $   810                  $  5,297
                                                                
</TABLE>
                    SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                          5

<PAGE>

                                  MYLEX CORPORATION

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      Unaudited

NOTE A.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    BASIS OF PRESENTATION

In the opinion of the Company, the accompanying consolidated financial
statements contain all adjustments (consisting only of normal recurring
adjustments) necessary to fairly present the Company's financial position and
its results of operations and cash flows as of the dates and for the periods
indicated.

Certain information and footnote disclosures normally contained in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted.  These condensed consolidated financial statements should be
read in conjunction with the financial statements incorporated by reference in
the Company's Form 10-K for the year ended December 31, 1996. The results of
operations for the three and six months ended June 28, 1997, are not necessarily
indicative of the operating results for the full year.

As of the second quarter of 1997, the Company changed its fiscal periods from 
a calendar month basis to fiscal month basis.  The Company's fiscal quarters 
are now comprised of two four week months and one five week month.  
Additionally, each fiscal week begins on Sunday and ends on Saturday. The 
conversion to a fiscal month basis did not have a material impact on the 
Company's results of operation for the quarterly period ended June 28, 1997.

    PER SHARE DATA

Earnings per share is based on the weighted average common and, when dilutive,
common equivalent shares outstanding during each period, using the treasury
stock method.  Common equivalent shares consist of dilutive shares issuable upon
the exercise of stock options and warrants.

    RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board recently issued Statement of Financial
Accounting Standards No. 128, " Earnings Per Share."  SFAS No. 128 requires the
presentation of basic earnings per share ("EPS") and, for companies with complex
capital structures, diluted EPS.  SFAS No. 128 is effective for annual and
interim periods ending after December 15, 1997.  The Company expects that basic
EPS will be higher than primary earnings per share as presented in the
accompanying consolidated financial statements and that basic loss per share
would be the same as loss per share as presented in the accompanying
consolidated financial  statements.


                                          6

<PAGE>

In June 1997, the FASB issued SFAS No. 130 "Reporting Comprehensive Income".
This Statement establishes standards for reporting and displaying comprehensive
income and its components in the consolidated financial statements.  It does
not, however, require a specific format for the statement, but requires the
Company to display an amount presenting total comprehensive income for the
period in that financial statement.  The Company is in the process of
determining its preferred format.  This Statement is effective for fiscal years
beginning after December 15, 1997.

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an 
Enterprise and Related information".  The Statement establishes standards for 
the way the public business enterprises are to report information about 
operating segments in annual financial statements and requires those 
enterprises to report selected information about operating segments in 
interim financial reports issued to stockholders.  This Statement is 
effective for financial statements for the period beginning after December 
31, 1997.  The Company does not believe that it currently has any separately 
reportable business segments.

The Securities and Exchange Commission has approved rule amendments to clarify
and expand existing disclosure requirements for derivative financial
instruments.  The amendments require enhanced disclosure of accounting policies
for derivative financial instruments in the financial statements.  In addition,
the amendments expand existing disclosure requirements to include quantitative
and qualitative information about market risk inherent in market sensitive
instruments.  The required quantitative and qualitative information should be
disclosed outside the financial statements and related notes thereto.  The
enhanced accounting policy disclosure requirements are effective for the
quarterly period ended June 28, 1997.  As the Company does not engage in
derivative instruments, no further interim period disclosure has been provided.

NOTE B.       INVENTORIES (in $000's)

                      June 28,    December 31,
                       1997           1996
                     --------    ------------
Raw Material          $18,122       $26,623
Work-in-process         9,472         6,885
Finished Goods         11,921         8,172
                     --------      --------
Total                 $39,515       $41,680


                                          7

<PAGE>

NOTE C.  MERGER WITH BUSLOGIC

In February 1996, the Company closed a business combination pursuant to which it
issued 2,710,738 shares of its common stock for all of the capital stock of
BusLogic Inc. (BusLogic), a supplier of storage input/output solutions for use
in network file servers, personal computers, and workstations.  This business
combination has been accounted for as a pooling of interests, and, accordingly,
the consolidated financial statements for periods prior to the combination have
been restated to include the results of operations, financial position and cash
flows of BusLogic.  There were no significant transactions between the Company
and BusLogic prior to the combination, that required elimination, and no
adjustments were required to conform accounting policies.

NOTE D.  CONTINGENCIES

In October 1994, the former Chief Executive Officer of the Company, Dr. M.A.
Chowdry, filed a complaint against the Company and its outside directors,
claiming breach of an employment agreement that he entered into with the Company
approximately three months prior to his termination as the Company's Chief
Executive Officer.  The complaint alleges compensatory and consequential damages
of over $5 million (which would vary based on the price of the Company's Common
Stock) and unspecified punitive damages. The Company believes it has meritorious
defenses and will vigorously defend this lawsuit.  Nonetheless, given the
unpredictable nature of legal proceedings, there can be no assurance that the
Company will prevail.


                                          8

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITIONS AND RESULTS OF OPERATIONS

Mylex Corporation is a leading producer of RAID technology and network
management products.  Mylex produces high performance disk array (RAID)
controllers, and complementary computer products for network servers, mass
storage systems, workstations and system boards.  Through its wide range of RAID
controllers and its BusLogic line of Ultra-SCSI host adapter products, Mylex
provides enabling intelligent I/O technologies that increase network management
control, enhance CPU utilization, optimize I/O performance, and ensure data
security and availability.  Products are sold globally through a network of
OEMs, major distributors, VARs and system integrators.  More than twenty leading
network file server and storage subsystem OEMs, including Digital Equipment
Corporation, NEC and Siemens, have designed Mylex RAID controllers into their
server and storage subsystem products.  The Company was re-incorporated under
the laws of the State of Delaware in December 1996.

During the late 1980s and early 1990s, the Company's principal business involved
the production and sale of system boards (so-called "mother boards") for
personal computers. In the early 1990s, Mylex responded to changes in the
computer industry by undertaking a series of product development initiatives
designed to reposition the Company to address the storage and input/output, or
"I/O," challenges facing the emerging client/server computing environment. In
1992, the Company introduced its first RAID controller product into the personal
computer network market. Sales of RAID controller products have grown rapidly
since 1992, and represented 88% of the Company's net sales during the second
quarter of 1997.

The trend toward client/server computing that began in the mid-1980s has placed
particular demands on network storage systems and related I/O functions. The
development of faster microprocessors and more robust computer bus architectures
in network systems has often outstripped the capabilities of data storage and
I/O technologies, leading to systems "bottlenecks".  To alleviate or avoid such
bottlenecks, networks require continual improvements in stored data retrieval
speed. In addition, the development of more complex applications and operating
systems has created the need for increased network storage capacity. Meanwhile,
the mission critical, enterprise-wide nature of networked computing often
requires a high level of "fault tolerance," or the ability to preserve data from
loss and to provide uninterrupted system service even if an individual data
storage device fails. The emergence of data-intensive applications such as
multimedia and video-on-demand are further driving the demands for speed,
capacity and reliability in network storage devices.

Mylex RAID controllers enable increased speed, greater capacity, and a high
degree of fault tolerance in network storage and I/O functions. RAID, which
stands


                                          9

<PAGE>

for redundant array of independent disks, is a method for distributing data
across several disk drives and allowing the server microprocessor to access
those drives simultaneously, thus increasing system storage I/O performance. In
addition, lost data on any drive can be recreated using special RAID algorithms,
thus ensuring the immediate availability of RAID protected data even in the
event of a disk drive failure. Mylex controllers support all major operating
systems and bus types, and the Company endeavors to rapidly develop products for
new bus, operating system, and platform standards as they are defined. RAID
controller products based on the PCI bus standard represented a majority of its
disk array product sales in the first six months of 1997.  The Company believes
that its proprietary software and firmware, as well as its large installed base
of RAID units, are key competitive advantages in the RAID controller market.

The Company's acquisition of BusLogic in February, 1996 made available to the
Company a complete line of host bus adapter products to broaden its product
offering. Additionally, the Company has begun shipping its new RAID controller
which incorporate the SCSI chip technology also acquired in the BusLogic
transaction.  The Company now offers host bus adapter products for the PCI bus
interface and a number of older bus interfaces.  These PCI based products are
considered high performance and well suited to applications that demand high
data throughput and low CPU utilization.  Consequently, the Company has moved
beyond the "single product" stage, providing an offering of product solutions
for desktop PC's to large networked systems.

As of June 28, 1997, the Company had approximately 390 employees. None of the
employees are represented by a labor union or employed under any collective
bargaining agreement.


LIQUIDITY AND CAPITAL RESOURCES

During the second quarter of 1997 the Company financed its operations primarily
from cash balances and cash generated from operations.

At June 28, 1997, the Company's working capital  decreased to $85.7 million 
from $97.9 million at December 31, 1996.  This decrease in working capital 
was due primarily to the decrease of current assets by $15.6 million but was 
offset by a $3.3 million reduction in current liabilities.  The reduction in 
current assets was driven primarily by a $10.5 million reduction in accounts 
receivable and a $2.2 million reduction in net inventories.  The reduction in 
accounts receivable was due to 27% lower sales volume in the second quarter 
of 1997, as compared to the fourth quarter of 1996.  These reductions to 
working capital were offset by a $4.0 million reduction in accrued 
liabilities due to tax benefits that were recorded over the first six months 
of 1997.  The Company's cash and marketable investments

                                          10

<PAGE>

decreased by $2.9 million, from $34.4 million to $31.5 million, between December
31, 1996 and June 28, 1997.

The Company has an agreement with Comerica Bank for a $20 million unsecured
revolving line of credit which expires June 30, 1998.  Borrowings under the line
of credit bear interest at either the Bank's base rate, or Eurodollar or Libor
option rate plus 1 3/4%, at the election of the Company at the time of each
advance.  The Bank's agreement with the Company contains covenants that relate
to profitability, maintenance of specific financial ratios and limits on
additional indebtedness without the prior consent of the Bank.

The Company presently expects to finance near-term and long-term operations 
and capital requirements through cash provided by continuing operations, 
existing cash balances, short term investments and borrowings under the 
revolving bank line of credit.  However, there can be no assurance that the 
Company will not require additional financing over the long term, or, if 
required, that such financing will be available on terms favorable to the 
Company.  The Company is engaged in a stock repurchase program pursuant to 
which it has purchased, for $7.0 million 700,000 shares of the Company's 
Common Stock during the second quarter of 1997.  Management's decision to 
repurchase shares will be based on the Company's cash needs and market 
conditions.

RESULTS OF OPERATIONS

SALES AND GROSS PROFITS.  The Company's net sales for the three months ended 
June 28, 1997, totaled $26.9 million, compared to $45.4 million for the 
corresponding period of fiscal year 1996, a decrease of approximately 41%. 
Sales decreased primarily due to the cessation of shipments of the Company's 
disk array products to HP and IBM, weakness in the server market in which the 
Company's customers participate in, particularly in Europe, delays in OEM 
qualification of the Company's new external RAID controller and a 34% decline 
in the Company's host bus adapter (HBA) sales, as compared to the second 
quarter of 1996.

For the six month period ending June 28, 1997, the Company's net sales were 
$62.8 million, compared to $93.9 million for the first two quarters of 1996. 
The sales decline was primarily due to significantly reduced level of 
shipments to HP and IBM and to a 38% decline in HBA sales.  As compared to 
the comparable 1996 period, the reduced shipments to HP and IBM are 
attributable, respectively, to HP's award of a design win to one of the 
Company's competitors and to IBM's procurement strategy change, which has 
resulted in a switch from the procurement of their RAID controllers from the 
Company to an internally sourced controller.  Sales have not been 
significantly impacted by inflation over the last three fiscal years.

                                          11

<PAGE>

Gross profit for the three months ended June 28, 1997, was $8.9 million or 33%
of net sales, compared to $17.0 million or 37% of net sales for the same period
in 1996 or a decrease of $8.1 million.  This decrease in gross profit was
largely attributable to the decline in sales to HP and IBM and in the Company's
HBA product line.

For the first two quarters of 1997, gross profits were $14.6 million compared 
to $35.5 million for the corresponding period in 1996. The year-over-year 
decline in gross profit is primarily attributable to the 34% reduction in 
revenues and to the increase in the Company's inventory reserve provision, 
during this six month period.  The cumulative inventory reserve charge as of 
June 28, 1997 is $10.4 million.

The Company's largest customer during the second quarter of 1997 was Digital
Equipment Corporation ("DEC"), which accounted for $6.6 million or 25% of the
Company's net sales during that period. The Company's second largest customer
during the quarter was NEC, which accounted for $3.3 million or 12% of net
sales.

For the first two quarters of 1997, DEC was the Company's largest customer 
with $14.1 million or 23% of the Company's net sales.  The Company's second 
largest customer during this period was NEC, which accounted for $6.6 million 
or 11% of net sales.

While there are OEM agreements in place that define the terms of the sales and
support services with some of the Company's largest customers, these agreements
do not include specific quantity commitments.  The Company sells products to its
customers on a purchase order basis.  As a result, historical sales cannot be
relied upon as an accurate indicator of future sales.

The Company's backlog as of June 28, 1997, totaled $7.8 million, as compared to
$19.9 million as of the end of the second quarter in 1996.  The decrease in the
backlog is attributable to the decline in the level of business with HP and IBM
and the Company's customers reducing their inventory of the Company's current
products as they await shipments of the Company's new products.

Because almost all of the orders for the Company's products may be canceled
prior to shipment and its customers have the right to change delivery schedules,
the Company believes that backlog as of any particular date may not be
indicative of actual net revenues for any succeeding period.  Of the total $7.8
million backlog at June 28, 1997, all but a small percentage of the orders would
have been scheduled for delivery within the three months ending September 27,
1997, unless the orders were canceled or rescheduled by the respective customer.


                                          12

<PAGE>

Mylex designs its products to provide solutions for all popular operating
systems, including Novell Netware, Windows NT, SCO UNIX, Solaris, Unixware and
Banyan.  Mylex products also work with all popular hardware platforms.  These
include personal computer platforms that use PCI, ISA, EISA, and Micro Channel
bus architectures and workstation platforms, including Sun Microsystems, Silicon
Graphics and IBM RS-6000 workstations that use the Company's SCSI to SCSI
products.

Raid Controllers

Each bus-based Mylex RAID controller includes a proprietary application specific
integrated circuit, or "ASIC", that serves as an interface with the host
computer, an Intel i960 RISC processor, up to five SCSI channels to manage the
transfer of data to and from the disk drives in the array and a dynamic cache
memory ranging in size from 4 to 128 MB, depending on the product, to buffer the
transfer of information to and from the disks.  The controller also includes
Mylex firmware residing on an EEPROM that implements the RAID algorithms and the
algorithms necessary for the cache and supporting software, including I/O
drivers, configuration utilities and system monitoring programs.

Mylex disk array controllers DAC960P, DAC960PD, DACPU and DAC960PL provide high
performance, fault tolerant data storage solutions for the PCI bus platforms.
The Mylex SCSI-to-SCSI disk array controllers (DAC960S/SU/SX) bring the
performance of RAID technology to virtually any hardware platform without
requiring special host software.  The Mylex disk array products are designed for
both internal and external storage options and are compatible with most commonly
used operating systems.

During 1996, the Company developed a family of RAID products that are scaleable
("Scaleable RAID") and are based on the Company's firmware, RAID co-processor
and SCSI controller chips and incorporate Intel's i960*RP I/O co-processor.
Together, these RAID products offer a truly scaleable solution that gives OEMs
and integrators choices with respect to integrating  RAID in environments from
the desktop to the super server.  This family of products currently consists of
three offerings that can be used by themselves or in combination.  The DAC960PG
is an extension of the Company's industry leading RAID controller products.  It
is a complete board level RAID solution that plugs into a standard PCI slot.
The DAC960PG can be used in all servers from entry level to super server.  ROME
is the Company's RAID on the motherboard implementation and combines the
Company's RAID co-processor and SCSI controller chips.  This design is targeted
to the mid-range departmental server.  When used in concert with the Company's
RAID firmware and operating system drivers, ROME will provide RAID functionality
in a cost effective package.  Finally, the DAC960PC is a hybrid solution that
enables RAID ready motherboards with embedded Mylex SCSI channels to be


                                          13

<PAGE>

easily upgraded by plugging in a PCI add-in card.  This configuration gives the
OEM the most flexibility by allowing the option to implement RAID now or at a
later time.  However, there can be no assurance that Scaleable RAID products
will gain or sustain market acceptance or that their sales will produce adequate
gross margins.

Products currently under development include new SCSI to SCSI controllers, a
controller optimized for multimedia and video imaging, controllers that will
provide for high speed serial interfaces to disk drives and a low-cost RAID
solution.  There can be no assurance that the Company will introduce its
products under development. If these products are introduced, there can be no
assurance that they will gain or sustain market acceptance or that their sales
will produce adequate gross margins.

Host Bus Adapters

The Company's host adapter product family represents a broad host adapter 
product offerings available for the PCI bus interface.  These products are 
ideal for data intensive LAN servers, desktop publishing workstations and 
multimedia applications where efficient I/O is essential.  The HBA will 
support up to 15 SCSI devices that include disk, tape, floppy, CD-ROM and 
optical drives and scanners.  These devices can either be internal or 
external to the system and can be used in a multi-tasking configuration.  On 
July 21, 1997, the Company announced RAIDPlus-TRADEMARK-, an enhanced host 
bus adapter with RAID functionality.  By making the Company's HBA's products 
RAID capable, their performance, in a multi-drive environment, is now 
significantly improved over a non-RAID HBA equivalent.  Along with the 
performance improvement, RAID provides an added enhanced level of data 
security with the distribution of data over multiple drives.

The sales of host bus adapters faltered during 1996 and has continued to decline
in the second quarter of 1997, due primarily to the late introduction and slow
rate of growth of sales of new PCI based products.  The effect of this delay was
heightened by a fast rate of declining sales for the older EISA and microchannel
HBA products.

Network Attached Storage Products

The Company is in the process of developing a family of products that represent
a new method of adding services to a network based on a new server design that
offers advantages in simplicity, cost and performance.  These servers belongs to
a family of products called AutoNet-TRADEMARK-.  Standard servers are based on
personal computer architectures, and while they perform well for many
applications they are overly complex and costly for basic network services.  The
AutoNet server design is anticipated to integrate all of the functions of a
server, including a network


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<PAGE>

operating system.  Initial applications for the new servers are expected to 
be in the areas of file service and network attached storage.  In any event, 
it is anticipated that AutoNet products will begin shipping in the later part 
of the third quarter of 1997 and expected sales will not be material to the 
Company any earlier than the fourth quarter of 1997. However, there can be no 
assurance that the Company will be able to develop and introduce the AutoNet 
products in a timely manner or that any such products will gain or sustain 
market acceptance.  

The markets for the Company's products are characterized by rapidly changing
technology, evolving industry standards and relatively short product life
cycles. The Company's ability to compete successfully will depend on its
ability, on a timely and cost-effective basis, to enhance its existing products
and to introduce new products, such as its new PCI and SCSI to SCSI disk array
and network attached storage product families, with features that meet changing
customer requirements and with competitive prices. There can be no assurance
that the Company will be successful in doing so. Delays in product enhancement
and development or the failure of the Company's new products or enhancements to
gain or sustain market acceptance could have a material adverse effect on the
Company's business and operating results.

Despite testing, new products may be affected by quality, reliability or
interoperability problems, which could result in returns, delays in collecting
accounts receivable, unexpected service or warranty expenses, reduced orders and
a decline in the Company's competitive position. In addition, there can be no
assurance that new products or technologies developed by others, or the
emergence of new industry standards, will not render the Company's products or
technologies noncompetitive or obsolete. For example, efforts by the Company's
OEM customers and other manufacturers to integrate additional functions into
system boards, to use chip sets that incorporate additional functionality, or to
design and utilize their own controllers and other devices, rather than purchase
the Company's products, could have a material adverse effect on the Company's
business and operating results.

All of the Company's RAID controller products are based on the Intel i960 family
of processors. If another company develops a processor for RAID applications
which renders the i960 processor noncompetitive, whether as a result of cost,
specifications or other advantages of the new processor, or if Intel ceases to
produce the i960 processor or support the Company's efforts to develop products
based on the i960 processor, the Company will be forced to develop new products
based on another processor. Such development efforts will be costly, and there
can be no assurance that the Company will be able to timely complete such
development efforts or that such products, if developed, will have the same
degree of market acceptance or the same gross margins as the Company's present
RAID products.


                                          15

<PAGE>

SALES AND MARKETING EXPENSES

Sales and marketing expenses for the three months ended June 28, 1997, totaled
$4.7 million, an increase of $1.1 million or 31% from the corresponding period
in 1996.  Sales and marketing expenses represented 17% of net sales for the
three months ended June 28, 1997, as compared to 8% for the same period a year
ago.  This increase in sales and marketing expenses resulted primarily from
expenses related to the launch of new products.  The increase of sales and
marketing expenses as a percent of net sales resulted from the absolute increase
in such expenses and the decrease in net sales.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses for the three months ended June 28, 1997, 
totaled $5.0 million, an increase of 22%, from the $4.1 million incurred 
during the corresponding period in 1996.  Research and development expenses 
represented 19% of net sales for the three months ended June 28, 1997, as 
compared to 9% in the comparable 1996 quarter.  Research and development 
expenses increased during the second quarter of 1997 due primarily to 
expenses incurred for the staffing and the development of the Company's new 
Autonet-TRADEMARK- network attached storage product, the continued expansion 
of its R&D facility in Boulder, Colorado and increased staffing expense 
resulting from higher salaries and increased engineering head count at the 
Company's Fremont and Santa Clara locations.  The increase of research and 
development expenses as a percent of net sales resulted from the absolute 
increase in such expenses and the decrease in net sales.  The Company 
continued its investment in research and development activities during the 
second quarter of 1997 in an effort to implement its strategies of 
maintaining leadership in the RAID market, to take advantage of its existing 
and prospective SCSI host adapter and IC technology and to introduce new 
products, such as Autonet-TRADEMARK-.  However, no assurance can be given 
that such leadership will be maintained, that the Company will be successful 
in taking advantage of its SCSI host adapter or IC technology or that the 
Company will be able to introduce its new product offerings on a timely basis.

GENERAL AND ADMINISTRATIVE

General and administrative expenses for the three months ended June 28, 1997,
totaled $1.9 million, and did not materially change from the corresponding
period of 1996.  General and administrative expenses were 7% of net sales for
the three months ended June 28, 1997, as compared to 4% of net sales for the
second quarter of 1996. The increase of general and administrative expenses as a
percent of net sales resulted from the decrease in net sales.


                                          16

<PAGE>

INCOME TAXES

The Company's effective tax rate for the second quarter of 1997 was 37% as
opposed to 40% for the second quarter of 1996.  The decrease in the tax rate is
due to the tax reduction program that the Company implemented in the third
quarter of 1996 and reflects the effective tax rate the Company expects to incur
for the year ending December 31, 1997.

SAFE-HARBOR STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: 
The statements contained in this Form 10-Q that are not historical facts, may 
contain forward looking information with respect to plans, projections or 
future performance of the Company, the occurrence of which involve certain 
risks and uncertainties that could cause actual results to differ materially. 
 These risks and uncertainties include, without limitation, changes in 
customer order patterns, particularly those resulting from fluctuations in 
actual or projected server shipments, the ability of the Company to timely 
develop and introduce new products which gain and sustain market acceptance 
and have adequate gross margins, demand and competition for the Company's 
products, particularly its RAID controller products, component availability, 
the ability of the Company to timely ship ordered products, business 
conditions and growth in the computer industry and general economy, the 
ability of the Company to meet the rapidly changing needs of its markets 
through product enhancements or new product introductions, and other risks 
and uncertainties detailed in the Company's filings with the Securities and 
Exchange Commission, including its 1996 Form 10-K.  These forward looking 
statements speak only as of the date hereof, and the Company disclaims any 
intent or obligation to update these forward looking statements.

                                          17

<PAGE>

PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

In October 1994, the former Chief Executive Officer of the Company, Dr. M.A.
Chowdry, filed a complaint against the Company and its outside directors,
claiming breach of an employment agreement that he entered into with the Company
approximately three months prior to his termination as the Company's Chief
Executive Officer.  The complaint alleges compensatory and consequential damages
of over $5 million (which would vary based on the price of the Company's Common
Stock) and unspecified punitive damages. The Company has filed a cross complaint
against Dr. Chowdry and believes it has meritorious defenses and will vigorously
defend this lawsuit.  Nonetheless, given the unpredictable nature of legal
proceedings, there can be no assurance that the Company will prevail.

The Company has incurred and expects to continue to incur substantial legal
expenses in defending against Dr. Chowdry's suit.  Those expenses may fluctuate
from quarter to quarter and are likely to increase.

Although there can be no assurance given with respect to the results of legal
proceedings, based on information currently available to the Company, it
believes that it does not have potential liability with respect to this
proceeding that would have a material adverse effect on the Company.

In addition to the matter discussed above, the Company is a party to routine
suits and claims arising in the ordinary course of its business which the
Company does not believe will have a material adverse effect on its business.

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

The 1997 Annual Meeting of Stockholders was held on July 16, 1997.  The results
of the shareholder vote on the matters presented at the meeting are listed
below.

Election of Directors:

Mr. Ismael Dudhia       vote for            17,171,612
                        vote withheld        1,874,544

Dr. M. Yaqub Mirza      vote for            17,188,262
                        vote withheld        1,857,894

Dr. Inder M. Singh      vote for            17,173,575
                        vote withheld        1,872,581


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<PAGE>

Mr. Richard Love        vote for            17,188,177
                        vote withheld        1,857,979

Mr. Al Montross         vote for            17,176,370
                        vote withheld        1,869,786

Mr. Stephen McKenzie    vote for            17,179,052
                        vote withheld        1,867,104

Mr. Walter Wilson       vote for            17,173,575
                        vote withheld        1,861,786

Proposal to amend the Company's Articles of Incorporation to increase the
authorized shares of the Company's Common Stock from 40,000,000 to 120,000,000 -
votes for 14,375,100, votes against 4,556,143 and votes abstaining 127,313.
Shares not voted were 1,752,945.

Proposal to amend the Company's Certificate of Incorporation to classify the
Board of Directors into three classes of directors - votes for 5,176,578, votes
against 7,626,439 and votes abstaining 147,795.  Shares not voted were
7,860,689.

Proposal to amend the Company's Certificate of Incorporation such that
stockholder action may be taken only at annual or special meetings of the
stockholders - votes for 4,313,004, votes against 7,163,759 and votes abstaining
621,835.  Shares not voted were 8,712,903.

Proposal to amend the Company's Certificate of Incorporation such that 
special meetings of stockholders of the Company may be called only by the 
Company's Board of Director or stockholders holding 66 2/3% or more of 
outstanding shares - votes for 4,962,746, votes against 7,556,299 and votes 
abstaining 604,567. Shares not voted were 7,687,889.

Proposal to amend the 1993 Stock Option Plan to increase the number of shares
subject thereto by 1,900,000 - votes for 7,677,696, votes against 4,254,497 and
votes abstaining 166,405.  Shares not voted were 8,712,903.

Proposal to ratify the appointment of KPMG Peat Marwick LLP as independent
public accountants of the Company for the fiscal year ending December 27, 1997 -
votes for 17,234,513, votes against 1,315,401 and votes abstaining 508,642.
Shares not voted were 1,752,945.


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<PAGE>

                                      SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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, in Fremont, California, on
the 8th day of August 1997.


                                       MYLEX CORPORATION


                                       By /s/ Colleen Gray
                                          ----------------------
                                            Colleen Gray
                                            Vice President of Finance and
                                            Chief Financial Officer


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<PAGE>

INDEX TO EXHIBITS


Mylex Corporation
Quarterly Report on Form 10-Q

                                                      Sequentially
Exhibit No.        Description                        Numbered Page
-----------        -----------                        -------------

  11.1             Statement re Computation
                   of Per Share Earnings                   22


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