<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 September 30, 1996 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)

          FLORIDA                                        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 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                 20,955,875 shares
      ------------------------------        --------------------------------
             Class                          Outstanding at September 30,1996



<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                                MYLEX CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                   (IN $000'S)



                                                   UNAUDITED
                                                     SEP 30            DEC 31
ASSETS                                                1996              1995
                                                   ---------         ---------
CURRENT ASSETS:
  CASH AND EQUIVALENTS                             $  14,840         $  11,733
  SHORT-TERM MARKETABLE INVESTMENTS                   11,156            25,708

  ACCOUNTS RECEIVABLE                                 27,775            23,788
  ALLOWANCE FOR DOUBTFUL ACCOUNTS                       (486)             (707)
                                                   ---------         ---------
  ACCOUNTS RECEIVABLE, NET                            27,289            23,081

  INVENTORIES                                         49,959            26,521
  PREPAID EXPENSES and OTHER CURRENT ASSETS            7,591             4,444
                                                   ---------         ---------
      TOTAL CURRENT ASSETS                         $ 110,835         $  91,487

PROPERTY AND EQUIPMENT, NET                            5,074             3,021
OTHER ASSETS                                             171               112
                                                   ---------         ---------

      TOTAL ASSETS                                 $ 116,080         $  94,620
                                                   ---------         ---------
                                                   ---------         ---------
LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES:
  ACCOUNTS PAYABLE                                 $   9,305         $  12,243
  ACCRUED LIABILITIES                                  6,588             5,969
  CURRENT PORTION OF LONG-TERM
    CAPITAL LEASE OBLIGATIONS                            212               308
                                                   ---------         ---------
      TOTAL CURRENT LIABILITIES                    $  16,105         $  18,520

LONG-TERM CAPITAL LEASE OBLIGATIONS                       72               203

STOCKHOLDERS' EQUITY
  COMMON STOCK                                           206               196
  ADDITIONAL PAID-IN CAPITAL                          62,373            52,310
  NOTE RECEIVABLE FROM STOCKHOLDER                      (310)                -
  RETAINED EARNINGS                                   37,634            23,391
                                                   ---------         ---------
    TOTAL STOCKHOLDERS' EQUITY                     $  99,903         $  75,897
                                                   ---------         ---------
      TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY                      $ 116,080         $  94,620
                                                   ---------         ---------
                                                   ---------         ---------


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                        2
<PAGE>

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


                                                     SEP 30             SEP 30
                                                       1996              1995
                                                   ---------         ---------
NET SALES                                          $  42,206         $  34,505
COST OF SALES                                         25,517            21,090
                                                   ---------         ---------

     GROSS PROFIT                                     16,689            13,415
OPERATING EXPENSES:
     SELLING AND MARKETING                             3,419             2,828
     RESEARCH AND DEVELOPMENT                          4,628             2,283
     GENERAL AND ADMINISTRATIVE                        2,068             3,015
                                                   ---------         ---------
          TOTAL OPERATING EXPENSES                 $  10,115         $   8,126
                                                   ---------         ---------

OPERATING PROFIT                                   $   6,574         $   5,289

INTEREST INCOME                                          273                74
INTEREST EXPENSE                                          (4)              (72)
OTHER EXPENSE                                            (83)              (52)
                                                   ---------         ---------

INCOME BEFORE TAXES                                $   6,760         $   5,239

INCOME TAX EXPENSE                                     2,242             2,087
                                                   ---------         ---------

          NET INCOME                               $   4,518         $   3,152
                                                   ---------         ---------
                                                   ---------         ---------
EARNINGS PER COMMON SHARE:

     PRIMARY                                       $    0.21         $    0.16
     FULLY DILUTED                                 $    0.21         $    0.16

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

     PRIMARY                                          21,439            19,487
     FULLY DILUTED                                    21,459            19,543

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                        3
<PAGE>

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


                                                     SEP 30             SEP 30
                                                       1996              1995
                                                   ---------         ---------
NET SALES                                          $ 136,117         $  87,037
COST OF SALES                                         83,934            52,830
                                                   ---------         ---------

     GROSS PROFIT                                     52,183            34,207
OPERATING EXPENSES:
     SELLING AND MARKETING                            10,731             8,618
     RESEARCH AND DEVELOPMENT                         11,918             6,345
     GENERAL AND ADMINISTRATIVE                        7,408             6,330
                                                   ---------         ---------

          TOTAL OPERATING EXPENSES                 $  30,057         $  21,293
                                                   ---------         ---------

OPERATING PROFIT                                   $  22,126         $  12,914

INTEREST INCOME                                        1,026               183
INTEREST EXPENSE                                         (18)             (156)
OTHER EXPENSE                                           (159)              (80)
                                                   ---------         ---------

INCOME BEFORE TAXES                                $  22,975         $  12,861

INCOME TAX EXPENSE                                     8,733             4,753
                                                   ---------         ---------
          NET INCOME                               $  14,242         $   8,108
                                                   ---------         ---------
                                                   ---------         ---------
EARNINGS PER COMMON SHARE:

     PRIMARY                                       $    0.66          $   0.43
     FULLY DILUTED                                 $    0.66          $   0.42

AVERAGE COMMON SHARES OUTSTANDING:

     PRIMARY                                          21,593            19,023
     FULLY DILUTED                                    21,593            19,316

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                        4
<PAGE>

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

<TABLE>
<CAPTION>

                                                              SEP 30               SEP 30
                                                               1996                 1995
                                                             ---------            ---------
<S>                                                          <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     NET INCOME                                              $  14,243            $  8,108
     DEPRECIATION AND AMORTIZATION                               1,363               1,096
     AMORTIZATION OF DISCOUNT/PREMIUM ON SHORT-TERM
          MARKETABLE INVESTMENTS                                  (113)                  -
     CHANGES IN OPERATING ASSETS & LIABILITIES
          ACCOUNTS RECEIVABLE, NET                              (4,208)             (7,731)
          INVENTORIES                                          (23,438)             (8,716)
          PREPAID EXPENSES AND
          OTHER CURRENT ASSETS                                    (135)             (1,151)
          ACCOUNTS PAYABLE                                      (2,938)              4,203
          ACCRUED LIABILITIES                                    3,574               2,441
                                                             ---------           ---------
NET CASH USED BY OPERATING ACTIVITIES                        $ (11,652)          $  (1,750)

CASH FLOWS FROM INVESTING ACTIVITIES:
     CAPITAL EXPENDITURES                                       (3,416)             (1,212)
     REDEMPTION OF SHORT-TERM INVESTMENTS                       14,665                   -
     DECREASE(INCREASE) IN OTHER ASSETS                            (59)                 35
                                                             ---------           ---------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES             $  11,190           $  (1,177)

CASH FLOWS FROM FINANCING ACTIVITIES:
     PAYMENTS AGAINST LINE OF CREDIT                                 -              (2,350)
     REPAYMENT OF CAPITAL LEASE OBLIGATIONS                       (227)               (315)
     PROCEEDS FROM EXERCISE OF STOCK OPTIONS                     3,589                 981
     PROCEEDS FROM PURCHASES UNDER EMPLOYEE
          STOCK PURCHASE PLAN                                      207                   -
     PROCEEDS FROM SECONDARY STOCK OFFERING                          -              32,739
                                                             ---------           ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                    $   3,569           $  31,055
                                                             ---------           ---------

NET INCREASE IN CASH AND EQUIVALENTS                         $   3,107           $  28,128

CASH AND CASH EQUIVALENTS: AT BEGINNING OF PERIOD            $  11,733           $   8,792
                                                             ---------           ---------
                                                             ---------           ---------
CASH AND CASH EQUIVALENTS: AT END OF PERIOD                  $  14,840           $  36,920
                                                             ---------           ---------
                                                             ---------           ---------
NON-CASH FINANCING AND INVESTMENT ACTIVITIES:
     TAX BENEFIT RELATED TO DISQUALIFYING DISPOSITION
          OF STOCK OPTIONS                                   $   5,967           $     588

CASH PAID DURING THE PERIOD:
     CASH PAID FOR INTEREST                                  $      18           $     156
     CASH PAID FOR INCOME TAXES                              $   5,297           $   4,735
</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, 1995. The
results of operations for the three and nine months ended September 30, 1996,
are not necessarily indicative of the operating results for the full year.

     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.

NOTE B.   INVENTORIES (in $000's)

                                 September 30,                December 31,
                                    1996                         1995
                                 -------------                ------------

          Raw Material              $30,926                     $17,665
          Work-in-process             9,458                       6,588
          Finished Goods              9,575                       2,268
                                 -------------                ------------
          Total                     $49,959                     $26,521



                                        6
<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, which 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 $6 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.

NOTE E.  SUBSEQUENT EVENT

     On October 24, 1996, the Company offered option holders under the 1993 
Stock Option Plan, other than Directors, the opportunity to have outstanding 
options repriced to the then current fair market value of the Company's 
common stock of $12.875 per share. Each of the vesting dates for each 
repriced options will be extended six months. As of the date of the 
offer, 516,591 shares were subject to this repricing offer.

                                        7
<PAGE>

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

     Mylex designs, manufactures and markets RAID controllers that provide 
high performance, capacity enhancing fault tolerant storage and input/output 
solutions for client/server computer networks. Mylex controllers integrate 
the Company's proprietary ASICs, firmware and software with standard industry 
components.  More than twenty leading network file server and storage 
subsystem OEMs, including IBM, Hewlett-Packard Company, Digital Equipment 
Corporation, and NEC, have designed Mylex RAID controllers into their server 
and storage subsystem products.  The Company also designs, manufactures and 
markets through BusLogic, Inc., its wholly-owned subsidiary, high performance 
SCSI (Small Computer System Interface) I/O solutions consisting of host bus 
adapters and SCSI chips (integrated circuts) used in network file servers, 
personal computers and work stations.  The Company was incorporated under the 
laws of the State of Florida in May, 1983.  The shareholders of the Company 
have approved the reincorporation of the Company to Delaware.

     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 network security or management 
and input/output, or "I/O," challenges facing the emerging client/server 
computing environment. In 1992, the Company introduced its first RAID 
(Redundant Array of Independent Disks) controller product into the personal 
computer network market. Sales of RAID controller products grew rapidly from 
1992 through 1995, and represented 88% of the Company's net sales during the 
first nine months of 1996.  Host bus adapter products produced by BusLogic 
contributed 10% of net sales in the first nine months of 1996.

     The trend toward client/server computing that began in the mid-1980's 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.


                                        8
<PAGE>

     RAID controllers enable increased speed, greater capacity, and a high 
degree of fault tolerance in network storage and I/O functions. RAID, which 
stands 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. Mylex RAID 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 recently introduced PCI bus standard represented a 
substantial majority of the Company's disk array product sales in 1996.  
Along with the technology that the Company has developed for the RAID market, 
the Company believes that its acquisition of BusLogic should strengthen the 
Company by adding significant SCSI technology and ASIC (Application Specific 
Integrated Circuit) development capabilities.

     As of October 27, 1996, the Company had approximately 375 employees. None
of the employees are represented by a labor union or employed under any
collective bargaining agreement.


LIQUIDITY AND CAPITAL RESOURCES

     During the first nine months of 1996 the Company financed its operations
primarily from existing cash balances, liquidation of marketable investments,
cash generated from the exercise of stock options by the Company's employees and
cash generated from operations.

     As of  September 30, 1996, the Company's working capital  increased to
$94.7 million from $73.0 million at December 31, 1995.  This increase in working
capital was due primarily to a $23.4 million increase in inventories, a $4.2
million growth in accounts receivable, $3.1 million increases in both cash and
prepaid expense balances and a $2.9 million decrease in accounts payable.  This
was offset by decreases in short term marketable securities of $14.7 million and
a $.6 million increase in accrued liabilities, for a net increase in working
capital of $21.7 million.

     Cash balances increased by $3.1 million from $11.7 million at December 
31, 1995, to $14.8 million at September 30, 1996.  This rise in the cash 
balance is due primarily to the liquidation of short term marketable 
securities and cash generated from operations. Short term marketable 
investments were $11.1 million, a decrease of $14.7 million from December 31, 
1995.  This decrease was due to the sale of $10.1 million of investments and 
the maturing of $4.6 million of investments.

     The Company has an agreement with Comerica Bank for an unsecured
revolving line of credit which expires June 30, 1998.  The line of credit bears
interest at either the Bank's base rate, or Eurodollar or Libor option rate


                                        9
<PAGE>

plus 1 3/4%, which is determined by the Company at the time of each advance.  
The line of credit is subject to an overall limit of $20,000,000.  The Bank's 
agreement with the Company contains covenants that relate to profitability, 
maintenance of specific financial ratios and limits on 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.

     Accounts payable decreased to $9.3 million at September 30, 1996, 
compared to $12.2 million at December 31, 1995, a reduction of $2.9 million, 
or 24%. This decrease in accounts payable was principally due to the Company 
instituting an inventory reduction program during the quarter ending 
September 30, 1996. Consequently, raw material purchases during the third 
quarter were at a lower level than raw material purchases during the fourth 
quarter of 1995.

     Net accounts receivable increased to $27.3 million at September 30, 1996,
compared to $23.1 million at December 31, 1995, an increase of $4.2 million or
18%.  This increase was attributable to a majority of the third quarter
shipments occurring in the last half of the quarter.

RESULTS OF OPERATIONS

     SALES AND GROSS PROFITS.  The Company's net sales for the three months
ended September 30, 1996, totaled $42.2 million, compared to $34.5 million for
the corresponding period of fiscal year 1995, an increase of approximately 22%.
Sales increased primarily due to increased shipments of the Company's PCI bus
disk array products, which more than offset the decline in sales of the
Company's older EISA bus disk array controllers, 486 and pentium based system
boards, older non-PCI bus host bus adapters (HBA) and other peripheral products
during the third quarter of 1996, as compared to the third quarter of 1995.  The
Company's HBA shipments are going through a similar transition as the Company's
RAID product shipments.  Non-PCI HBA shipments have been declining throughout
the year, and have been replaced by PCI HBA shipments. Sales have not been
significantly impacted by inflation over the last three fiscal years.


                                       10
<PAGE>

     Gross profit for the three months ended September 30, 1996, was $16.7
million or 39.5% of net sales, compared to $13.4 million or 38.9% of net sales
for the same period in 1995 or an increase of $3.3 million.  This increase in
gross profit was attributable to the 22% increase in net sales over the three
months ended September 30, 1995.  The gross margin percentage improved slightly
due primarily to the reduction in material cost, in particular the cost of simm
memory modules.  The Company expects additional price competition for its
products which will create pressure on the Company's gross margin.  The Company
is taking steps to introduce feature and performance improved disk array and
host adapter products and to further reduce production and material costs in its
effort to offer competitive prices for its products without significantly
affecting its gross margin.  However, there can be no assurance that the Company
will be able to develop and introduce such products in a timely manner or that
such products will gain or sustain market acceptance or that it will be able to
further reduce production or material costs.

     The Company's largest customer during the third quarter of 1996 was 
Hewlett Packard ("HP"), which accounted for $8.0 million or 19% of the 
Company's net sales during that period. The Company's second largest customer 
during the quarter was IBM, which accounted for $4.8 million or 11% of the 
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 September 30, 1996 totaled $11.3 million.  
This ending backlog represents a $12.5 million decrease from the 
corresponding period of 1995, and a decline of $8.6 million from the second 
quarter of 1996.  The Company attributes the decrease in the backlog to the 
industry wide slow down in server shipment growth in 1996.  The Company 
believes that this trend has heightened the level of caution amongst the 
Company's largest customers.  This lowered growth rate in 1996 is in 
comparison to server shipment growth of 10% or more per quarter during 1995.  
Consequently, many of the Company's customers adjusted their inventory levels 
and changed their ordering patterns during 1996.  Due to this changed 
ordering pattern by its customers and, conversely, industry practice with 
respect to customer changes in delivery schedules and cancellation of orders, 
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 
$11.3 million backlog at September 30, 1996, all but $375 thousand of the 
orders would, in the ordinary course, be scheduled for delivery within the 
three months ending December 31, 1996.

     During the last half of 1993, the Company shifted its principal activity
from the supply of system board products to the manufacture of intelligent I/O
devices


                                       11
<PAGE>

and storage management enhancing computer peripheral products. 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 platforms.  These include personal computer
platforms that use PCI, 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 2 to 64 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 the Company's Global Array 
Manager software.

     Mylex disk array controllers DAC960E, DAC960 Micro Channel, DAC960P, 
DAC960PD, DAC960PU and DAC960PL provide high performance, fault tolerant data 
storage solutions for EISA, Micro Channel and PCI bus platforms.  The Mylex 
SCSI-to-SCSI disk array controllers (DAC960S/SI/SU/SUI/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.

     Disk array 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 the host 
and to disk drives, a low-cost RAID solution and an embedded RAID 
implementation for the system board. 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 market acceptance 
or that their sales will produce adequate gross margins as competition in the 
RAID market continues to increase.

Host Adapters

     Through the acquisition of BusLogic in February, 1996, the Company  has 
gained a broad family of SCSI host adapter products and acquired its own SCSI 
chips.  These products provide a common interface to all of today's PC bus 
architectures, including PCI, VESA, EISA, ISA and Micro Channel.  Along with 
these products, the BusLogic acquisition gives the Company significant SCSI 
technology and ASIC

                                       12
<PAGE>

development capabilities that have enabled the Company to enter the merchant 
chip business. However, there can be no assurances that any such chips will 
gain 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 improvements to its PCI and 
SCSI to SCSI disk array product families, with features that respond to 
changing customer requirements and competitive products available in the 
marketplace and have competitive prices. There can be no assurance that the 
Company will be successful in doing so. The Company understand that several 
companies have introduced or are attempting to develop products that will 
compete with the Company's products, particularly its PCI disk array 
controller products. Delays in product enhancement and development, the 
emergence of new competitors 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 their own controllers, host adapters 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 processor. 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 and sustainability or the same 
gross margin as the Company's present RAID products.

                                       13
<PAGE>

SALES AND MARKETING EXPENSES

     Sales and marketing expenses for the three months ended September 30, 
1996, totaled $3.4 million, an increase of $591 thousand or 21% from the 
corresponding period in 1995, but a $140 thousand decrease from the previous 
quarter.  Sales and marketing expenses represented 8% of net sales for the 
three months ended September 30, 1996, and the three months ended September 
30, 1995.  Increases in sales and marketing expenditures resulted from 
increased compensation and commission expenses as a result of the higher 
level of sales, as well as increased advertising, promotional and travel 
expenses to support those higher sales, expanded product lines and customer 
base.

RESEARCH AND DEVELOPMENT EXPENSES

     Research and development expenses for the three months ended September 
30, 1996, totaled $4.6 million, an increase of 100% from the $2.3 million 
incurred during the corresponding period in 1995, and an increase of $510 
thousand from the previous quarter.  Research and development expenses 
represented 11% of net sales for the three months ended September 30, 1996, 
as compared to 7% in  the comparable 1995 quarter.  Research and development 
expenses increased during the second quarter of 1996 due, in part, to the 
establishment of an R&D facility in Boulder, Colorado and to increased 
staffing expense resulting from higher salaries and increased head count at 
the Company's Fremont and Santa Clara locations.  The Company has increased 
its investment in research and development activities during 1996 in an 
effort to continue its strategy of attempting to maintaining leadership in 
the RAID market, to take advantage of its existing and prospective SCSI host 
adapter technology and to diversify its future product offerings. 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 
chips technology or that the Company will be able to diversify with new 
product offerings.

GENERAL AND ADMINISTRATIVE

     General and administrative expenses for the three months ended September 
30, 1996, totaled $2.1 million, a decrease of $947 thousand or 31% from the 
corresponding period of 1995, and an increase of $154 thousand from the 
previous quarter.  General and administrative expenses totaled 5% of net 
sales for the three months ended September 30, 1996, as compared to 9% in the 
comparable 1995 quarter.  General and administrative expenses decreased due 
to lower legal costs in the third quarter of 1996.

                                       14
<PAGE>

INCOME TAXES

     The Company made a retroactive adjustment in the third quarter of 1996 
to reflect a year-to-date effective tax rate of 38%.  This tax rate of 38% 
compared to a tax rate of 37% in the corresponding period of the prior year.  
The third quarter adjustment to the tax rate was the result of the 
implementation of the Company's tax reduction program, which resulted in a 2% 
reduction from its tax rate of 40% for the first half of 1996.

                                       15
<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 $6 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.

     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 these proceedings that would have a
material adverse effect on the Company.

     In addition to matters 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.


                                       16
<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 14th day of November 1996.


                                        MYLEX CORPORATION


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


                                       17
<PAGE>

INDEX TO EXHIBITS


Mylex Corporation
Quarterly Report on Form 10-Q

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

    11.1            Statement re Computation                           19-20
                    of Per Share Earnings

    27              Financial Data Schedule


                                       18